Fairfax Media Limited
Annual Report 2011

Plain-text annual report

2011 AnnuAl R epoR t I N F O R M A T I O N 2 4 / 7 ABn 15 008 663 161 Our competitive edge is extended through our multi‑media platform approach that engages with high quality audiences throughout the day. This approach allows Fairfax Media to create advertising opportunities that leverage this unique audience. MORNING In the morning our audiences catch the overnight headlines and stories that set the news agenda for the day. DAY Newspaper Radio Smartphone Tablet Online Across Regional, Metropolitan and Agricultural markets in Australia and New Zealand, we publish over 430 newspapers and magazines. 15 radio stations and 13 narrowcast licences in Australia including the largest news talk network in the country. Over two million news and product applications downloaded. Over 200,000 news tablet applications downloaded. The number one news and information websites in Australia and New Zealand. Online Transactions Want to buy or sell a home or a car, looking for a job, auction some goods, rent a holiday house, find a baby sitter, tender for a contract or find a date? Our audiences can do it online. See page 121 for a concise listing of all Fairfax Media Limited media assets. Throughout the day our audiences keep up to date with what is happening in the world around them. EVENING In the evening, as our audiences relax, they have the time to view in more depth the news of the day. Smartphone Smartphone Tablet Quick update on what has happened during the day. Quick update on what has happened during the evening. More time to have a deeper read of the stories making the news. Online Video Building on our number one position online, audiences grow at lunchtime to view our online news and information videos. Online Transactions Want to buy or sell a home or a car, looking for a job, auction some goods, rent a holiday house, find a baby sitter, tender for a contract or find a date? Our audiences can do it online. Smart TV Viewing of the news applications created for the new generation TV’s. FAIRFAX MeDIA lIMIteD ANNUAL REPORT 2011 FAIRFAX MeDIA lIMIteD ANNUAL REPORT 2011 1 1 cHAIRMAN’s RepORT This has been a challenging year for the media sector, with initial expectations that the benign operating conditions that characterised the 2010 year would continue quickly displaced when consumer and advertiser sentiment turned sharply negative in November. The subsequent prolonged downturn put Fairfax Media to the test as we were required to aggressively respond to cyclical factors, while continuing to address the challenge of structural change in some parts of our business. I am pleased to report that your Company responded well to the challenge. We had taken tough measures in 2008 and 2009 in an effort to ensure that the Company was well placed to withstand changes in our markets, and the highly creditable operating results reported for the financial year are testament to three key decisions and areas of focus. Most importantly, our decision to diversify our operations away from dependence on metropolitan newspapers continues to serve us well. You have heard us say before that your Company is now diversified across technologies and channels, reaching larger audiences than at any time in its history. The benefit of this spread of operations was tangibly demonstrated by our two largest operating divisions – Australian Regional Media and Online – which delivered growth in both revenue and operating profits for the year notwithstanding the tough operating environment. Faced with changing market conditions we have continued to seek cost and productivity improvements. We have reduced costs across our business by 10 per cent over the last three years, and there was no cost growth at all during the second half of the financial year. We are committed to making substantial additional cost savings over the next two years. The third area of key strategy change has been to reduce our debt levels. Considerable improvement has been made and the Company is now one of the least geared in our industry. It is planned that as asset sales are affected, further reductions in gearing will occur. ResulTs HIgHlIgHTs After recording a strong rebound in profitability in 2010, the 2011 financial year was one of consolidation as we responded to the more difficult operating environment. While these operating results were pleasing in the context of a difficult year, our reported statutory profits, expressed after significant items, showed a loss of $390.9 million. Nonetheless, underlying financial results showed only modest declines, with highlights including: • • • a net profit after tax and SPS dividend of $273.7 million; down 1.8 per cent on the prior year earnings per share of 11.6 cents, down 1.7 per cent on last year operational cashflow increasing 8.5 per cent • final dividend increase of 7 per cent to 1.5 cents per share; bringing total dividends for the year to 3.0 cents a share. The significant items related largely to a review undertaken as part of the year end accounting and audit processes of the carrying value of intangible assets on the Balance Sheet. This analysis was undertaken with reference to the present value of expected future cashflows. Based on this review, the Company has written down the value of mastheads, customer relationships and goodwill by $650.7 million after tax. Following this writedown, which does not impact the Company’s cash balance or debt covenant compliance, the carrying value of the Company’s intangible assets is $5.3 billion. execuTIve leAdeRsHIp In December 2010, Mr Brian McCarthy resigned from his role as Chief Executive Officer and Managing Director of the Company. At this time, Mr. Greg Hywood, at the time a Non-Executive Director, assumed the role of Chief Executive, initially on an acting basis before the completion of a global executive search led to his candidacy being confirmed on a full time basis. Mr McCarthy had been with Rural Press and then Fairfax Media for 34 years, and his leadership played a key role in steering the Company through the Global Financial Crisis. He also achieved considerable success in driving cultural change. Fairfax Media was fortunate to have available an executive of the calibre of Mr Hywood. At the time of his appointment as acting Chief Executive, Mr Hywood had served on the Fairfax Board for a little over two months, but this was just the latest chapter in his involvement with the Company. A Walkley Award winning journalist, Mr Hywood had held a number of senior management positions at Fairfax Media, including Publisher and Editor in Chief of each of The Australian Financial Review, The Sydney Morning Herald/Sun Herald and The Age. He also held the position of Group Publisher Fairfax magazines. We believe that in Mr Hywood, your Company has an executive with the right background and skills to respond to the exciting opportunities and challenges ahead. BAlANce sHeeT Ensuring that Fairfax Media has a balance sheet appropriate for capital market conditions and the operating environment is a primary concern of your Board. 2 UNDERlYING NET PROfIT AfTER TAx* $273.7m Down 1.8% from last year STATUTORY NET lOSS AfTER TAx $390.9m TOTAl DIVIDENDS 3.0 cents fully franked Up 20% from last year With this in mind, achieving a reduction in debt levels was a significant focus during the year. Adjusting for the repurchase of $300 million in Stapled Preference Shares, net debt decreased $247 million to $1.49 billion during the year as substantial free cashflow was dedicated to debt repayment. We are now well positioned. The Company is comfortably within all debt covenants and we are highly confident that debt maturities in 2012 and 2013 will be fully covered by cash flow from business operations together with unused credit facilities currently in place. Nevertheless, your Board is committed to further reducing debt levels over the medium term. sTRATegy ANd BusINess MIx Following finalisation of the Company’s Strategic Plan in November, our focus has been on positioning Fairfax Media for long term growth. A comprehensive transformation of our Metropolitan Media Business, which is expected to yield tangible results by 2013, is a central element of this program. We are also prepared to make changes to our mix of businesses if we believe that doing so would maximise shareholder value. During the year, we commenced a process of exploring the sale of our metropolitan and regional radio assets. Fairfax Radio is a leading national radio network with strong established brands and a loyal listener and advertiser base in each of its key markets. However, the radio business is not integrated with other business activities of Fairfax Media, and the decision to explore a sale followed strong expressions of interest from prospective acquirers. Following the end of the financial year, we have separately announced an intention to pursue the partial float of Trade Me on the New Zealand Stock Exchange, with Fairfax Media to retain a shareholding of between 65 and 70 per cent. We believe that Trade Me has developed to the point that it is poised to flourish as a listed company, while providing the business with independent access to capital markets in order to fund growth which will be in the interests of both Fairfax Media and Trade Me. Notably, your Company retains full flexibility in relation to these sale and float processes. We will only proceed with one or both transactions if shareholder interests are being well served, and our price requirements are met. * Refer to the reconciliation of underlying to statutory results on page 36. dIvIdeNd On the basis of solid operating results and the health of the Company’s balance sheet, the Board decided to pay an interim dividend of 1.5 cents in March 2011 and a final dividend of 1.5 cents per share, fully franked. The total dividend payout ratio for the year was 25.6 per cent, an increase on 21 per cent last year. The Board closely monitors the dividend payout ratio, with a view to moving the dividend payout ratio higher as conditions allow. Successful completion of at least one of the Fairfax Radio or Trade Me transactions will allow the Company’s debt balance to be further reduced, and the dividend payout ratio to be revisited. gOveRNANce ANd susTAINABIlITy An important governance development for the Company this year was the establishment of a Sustainability & Corporate Responsibility Board Committee. This is a significant move, bringing a more focused approach to work already undertaken across the group, and assisting the Board to play a leadership role in finding new ways for the Company to improve on its corporate social responsibility. Corporate social responsibility is an area that we take extremely seriously. As a media company, it is particularly important that we remain vigilant in maintaining our high standards of editorial integrity. We look forward to the Sustainability & Corporate Responsibility Board Committee playing a lead role in delivering on this objective. OuR peOple On behalf of the Board I would like to sincerely thank the employees of Fairfax Media for all their efforts throughout this challenging year. The fantastic content we generate every single day is the backbone of our Company. Whether it is the local reporting of a school event in a town in regional Australia, the heartrending coverage of the catastrophic earthquake in Christchurch or the breaking of a political scandal in Canberra, our people are there to report and provide our audiences with the best coverage. Roger Corbett, AO Chairman FAIRFAX MeDIA lIMIteD ANNUAL REPORT 2011 3 cHIeF execuTIve OFFIceR’s RepORT It is a pleasure to report to you for the first time as the chief executive of Fairfax Media. I am honoured to be in the role and I am committed to ably leading this Company through the important years of constructive change that must lie ahead for us. To better appreciate the year just past and what has been achieved by your Company, it is perhaps helpful to see it as a year with two distinct halves in terms of performance. The year until November 2010 saw a reasonably strong economy and business traded well as a result. From November, the combination of interest rate change and other wider global and domestic influences saw sentiment affected and quite marked weakening in activity. While you and I demand stronger performance, I believe what has been achieved in the face of the prevailing economic headwinds has been more than creditable. Our revenues held up well in the difficult market, our cost control was tight and well maintained and it is clear that our multi-platform strategy is gaining traction. The Company’s underlying operating profit after tax of $273.7 million, a decrease of only 1.8 per cent on last year and the strong 8.5 per cent increase in trading cash flow are testaments to these attributes. We are managing this market because we have a plan and we are implementing it. We are managing it because we have very strong regional and agricultural businesses and because we are making the changes that have to be made across the business. We are managing it because we have been in profitable digital businesses for a long time and they are growing. In the last six months we have refreshed the corporate structure and with it the management team. We now have the right structure and the right people in place and they are getting on with the job. The structural changes have included bringing the digital business of our metropolitan mastheads under the same management as the print publications for the first time. Executive leadership of the Company was also reshaped, with a number of new appointments to divisional management. The operating businesses of the Company are now under the leadership of: • Allan Browne – Australian Regional Media • Jack Matthews – Australian Metropolitan Media • Grant Cochrane – Agricultural Media • Nic Cola – Marketplaces • Bob Lockley – Printing • Graham Mott – Broadcasting • Allen Williams – New Zealand Media • Jon Macdonald – Trade Me. We also welcome Brett Clegg, our new chief executive of the Financial Review Group, who rejoined our Company following the end of the financial year. The executive team has identified three priorities for the next two years as we set about delivering on our strategic goals. The first area of focus is a transformational remodelling of our metropolitan publishing business to boost its profitability and respond to structural decline in print publishing in metropolitan media markets. We have already made substantial progress. Now led by Jack Matthews, the metropolitan publishing division is growing the cross-platform presence of our mastheads. The highly successful launch of market-leading iPad applications for The Age and the Sydney Morning Herald is just one of several developments in this area. We have also re-engineered the sales teams to facilitate cross-platform sales, generated $10 million in annual savings through outsourcing sub-editing, and achieved further efficiencies through the introduction of cross-platform editing. There are more changes to come this year including changes to our pricing strategy across platforms and extracting efficiencies from printing, distribution and circulation. These initiatives are expected to make a substantial contribution to our recently announced plans to achieve permanent cost reductions across Fairfax Media of $85 million per annum by June 2013. 4 UNDERlYING EBITDA* $607.4m CASh flOw fROM TRADING* $624.3m NET DEBT REDUCED BY $247.3m Down 5.0% from last year Up 8.5% from last year From last year (after SPS) However, it is not just in the metropolitan publishing business that we are seeking to change business models and drive improvement. Our second area of priority is improved operating performance across the group. Contributing to this goal will be a strategic review of the Financial Review Group, accelerated rollout of an enhanced digital presence for our regional mastheads, and, in due course, a relaunch of our positioning in auto and employment classifieds. We are also taking a more active approach to selective brand extension into adjacent areas, such as events. Finally, delivering on our strategy will involve a degree of reshaping of the businesses within the Company to improve the long term growth rate of the group. We want to increase our exposure to growth businesses, through investing in growth and bolt-on acquisitions, always with one eye on maintaining and improving our balance sheet strength. The processes that we have announced to potentially sell our broadcasting assets, and to undertake a partial IPO of Trade Me, are consistent with this strategy. We are particularly excited by the opportunities that will be available to Trade Me – which is a very strong business – once it has independent access to capital markets. We have also made small recent acquisitions in digital transactional businesses in travel and tendering and while major acquisitions are not currently on our agenda, we are certainly prepared to consider additional initiatives to leverage our existing digital presence and gain exposure to additional high-growth niches. While the last six months has seen much needed change, one thing hasn’t changed and is at the core of Fairfax Media – our unwavering focus and commitment to quality independent journalism. This is what we do. It is our competitive advantage. We use journalism and content to create audiences in print, on air, online, and on screen. And we sell those audiences through advertising, transactions and subscriptions. And technology is on our side. Consider what has been achieved. Fairfax has been responding decisively to domestic and global structural changes in the media, and we are doing it as we move through a prolonged cyclical downturn. Some question the Fairfax future and indeed the future of many media companies. Those inside your business do not hold those concerns. So in summary at the end of the 2010/2011 financial year your Company has strong cashflows and a strong balance sheet. We are in a more than reasonable debt position and will decrease debt further. We have some of the best digital businesses in the country and a regional business envied by many. We are proud to have the best high quality independent journalism in the country and we are committed to ensuring it stays that way. We have hard work ahead of us including getting the metropolitan business right for the new media world but we know what has to be done and we are doing it. In closing I would like to pay tribute to all our employees, but in particular those who have had to contend with some extraordinary events this year. Our employees have had to contend with natural perils including floods in Queensland and Victoria and the tragic earthquake in Christchurch. These were shocking events for the communities that we serve, and I was proud of the dedication shown by all of our people for reporting and distributing the news in the midst of catastrophe. Gregory Hywood Chief Executive Officer and Managing Director * Refer to the reconciliation of underlying to statutory results on page 36. FAIRFAX MeDIA lIMIteD ANNUAL REPORT 2011 5 susTAINABIlITy & cORpORATe sOcIAl RespONsIBIlITy RepORT 2011 The Company has a 180 year legacy of good corporate citizenship. This commitment to corporate social responsibility goes back to the Company’s very beginnings and fundamental purpose – to inform, inspire and connect with its audience. This year, the Company established its first Sustainability & Corporate Responsibility Board Committee and adopted its supporting Charter. The Committee’s objective is to advise and assist the Board in setting an overall direction for the Company’s commitment to operating its business sustainably, responsibly and ethically. In practice, this means bringing together the work already being undertaken across the group and finding ways in which the Company can improve on its corporate social responsibility activities through a more focused approach. Sustainability means taking a long term view. It means recognising the vital links between the Company’s financial viability, delivering shareholder value and our responsibility to the community, the environment, employees and maintaining its high standard of editorial integrity. This report provides an overview of the Company’s work in each of these highlighted areas. The Company recognises that its employees, customers, audience and investors are all placing increased emphasis on sustainability and are demanding more transparency about the ways in which the Company delivers on its corporate social responsibility objectives. Over the next 12 months, the Company will be reviewing and benchmarking its current corporate social responsibility activities so that it can measure improvement and identify those areas in which it is best able to extend its support and resources. The Company is proud of its achievements to date and looks forward to communicating more regularly with its stakeholders about the diversity and quality of work being undertaken in this area. edITORIAl INdepeNdeNce ANd INTegRITy In an era of media consolidation and increased concern about media integrity, the Company’s commitment to editorial ethics and transparency has never been more important. It is these principles that underpin a robust democracy and exist at the core of the Company’s values. Nexus BeTweeN quAlITy jOuRNAlIsM ANd deMOcRAcy The Company has a fundamental responsibility to its readers and listeners to publish and broadcast content that is accurate, fair and balanced. Media organisations play an essential role in holding Governments, individuals and organisations to account, advocating for social justice and keeping the public informed of local and global events. This is an area of corporate social responsibility in which the Company has a unique and powerful role to play. jOuRNAlIsTIc INTegRITy The Company has a broad range of processes and policies in place to ensure that all employees understand and abide by their ethical and legal obligations. A Code of Conduct binds all employees of the Company and, in addition, there are specific journalist codes of ethics and related policies. The Company has undertaken to spend more resources on training, equipment and recruiting investigative journalists and other specialist editorial roles. The Company’s recent announcement about the creation of a Readers’ Editor at The Sydney Morning Herald and The Age was an important milestone in building trust with audiences and promoting editorial integrity. The Readers’ Editor acts as an independent advocate on issues relating to editorial policy, ethics, standards and overall editorial performance. AdvOcAcy The Company takes an active role in lobbying for changes to the law which secure Australia’s right to editorial freedom and transparent Government processes. The Company was a founding member of Australia’s Right to Know coalition. The Coalition’s biggest achievements to date include its successful lobbying of the Government to introduce more robust freedom of information laws and journalist ‘shield’ laws. These new laws provide important protection for journalists’ sources and, as a consequence, assist whistleblowers in the public interest. THe cHRIsTcHuRcH pRess: keepINg cOMMuNITIes INFORMed ANd cONNecTed duRINg dIFFIculT TIMes On 22 February 2011, the city of Christchurch was hit by a devastating earthquake, taking 181 lives and destroying hundreds of residential homes and office buildings including the Company’s editorial building in the centre of Christchurch. The Company lost one of its employees in the earthquake and others were seriously injured. Despite the chaos and despair, the Christchurch Press immediately activated contingency plans and kept publishing during the crisis. The team in Christchurch managed to publish and home-deliver newspapers across Christchurch the day after the quake. For many homes – left without power – their only source of news and important updates was through the pages of The Press. Putting out a newspaper in these circumstances was an extraordinary effort and demonstrates the dedication and commitment of The Press to its community. In August, The Press was awarded newspaper of the year in the 25,000-90,000 circulation category at the 2011 Pacific Australasian Newspaper Association (PANPA) Awards. 6 edITORIAl FReedOM ABROAd The Company is also concerned with sponsoring and promoting editorial freedom amongst its regional neighbours. For many years, the Company has sponsored Tempo Semanal, a free and independent newspaper published in East Timor. In addition to donating a printing press, the Company also provides ongoing editorial support and resources from among its senior journalists. status families. The program provides resources and funding to improve the literacy and numeracy of the students. Teachers have access to weekly news quizzes and assignments that use each edition of the Herald. The Company runs similar programs in Victoria, reaching 95% of Victorian schools and helping to encourage young people to develop a critical understanding of the media and issues in the news. cOMMuNITy The Company operates in partnership with a diverse range of charities and not-for-profit organisations to create shared value. These relationships exist both nationally and within the hundreds of local communities in which the Company operates. The satisfaction of simultaneously delivering corporate and social value through hard work is important to the Company’s employees. cHARITy FuNdRAIsINg ANd AdveRTIsINg suppORT The Company donated approximately $18 million worth of free or heavily discounted advertising to charities and not-for-profit organisations. The Company also facilitates and sponsors a range of major community events, which raised millions of dollars for charities in 2011. The Company has an expanding calendar of culture, entertainment, food, wine and sporting events which collectively attract millions of participants each year. With a proud history of delivering world-class, vibrant and inspiring events, the Company has been able to leverage the authority and leadership of its major mastheads while having a positive impact on the community. The Sun-Herald City2Surf presented by Westpac is the world’s largest fun run, with a record 85,000 entrants participating in 2011. This is larger than the New York and London marathons combined. This year, the City2Surf included its first elite wheelchair start, which was an important milestone for the disabled community. The 2011 City2Surf event raised over $3.4 million for more than 550 charities. From the Company, there were 361 participants, who together raised almost $25,000. In Melbourne, the Company recently announced the launch of The Sunday Age City2Sea, which will take place for the first time on Sunday, November 13, 2011. The main charity partner for the City2Sea is Movember, a charity supporting men’s health. wORkplAce gIvINg pROgRAM The Company’s Australian employees participate in a workplace giving program, More Than Words. This enables employees to donate pre-tax dollars to nominated charities. To date, the program has raised over $510,680. Our employees also regularly participate in other specific fund raising activities. For example, in 2011, through the Company’s facilitated program, our employees donated $57,284 to the Queensland Flood Relief Appeal, which was matched by the Company and supplemented by a further corporate donation of $75,000. Staff and Company donations were also made to assist victims of the Victorian floods and Christchurch earthquake. To support the Company’s workplace giving program, a Fairfax Charity Community Bulletin Board has been established. Employees can post notices on the Board about charity and community events to generate publicity or financial support. pROMOTINg educATION ANd lITeRAcy While the Company participates in a broad range of community and charitable initiatives, it recognises the strategic benefit of leveraging its existing resources and expertise in particular areas. A good example is the Company’s extensive schools and literacy support programs. The NSW Priority Schools Program supports government schools in the areas with the highest densities of low socio-economic The Company also partners with other bodies to deliver programs to improve youth literacy, including for example, the NSW and Victorian Premiers’ Reading Challenges. In Victoria, more than 200,000 young people take part in the Challenge each year, reading close to four million books collectively. The Company was a foundational sponsor of the Sydney Story Factory, a not-for-profit creative writing centre for children. The initiative is targeted at disadvantaged children, especially those from indigenous and non-English speaking backgrounds. Volunteer tutors offer free help to tell stories of all kinds, giving children the ability to express their thoughts and feelings, while providing new ways of understanding the world around them. Another youth focused initiative in Victoria was the Company’s launch of The Under Age – a pilot program designed to give aspiring journalists at secondary schools access to the skills and expertise of The Age’s editorial employees. Every fortnight, 12 students meet at Media House to produce an online newspaper at www.theunderage.com.au. Journalists and editors visit the sessions regularly to share their expertise and knowledge. eNvIRONMeNTAl susTAINABIlITy The Company has demonstrated a strong commitment to taking action on climate change and reducing its energy consumption. There are varying levels of activity across the Company’s different businesses, taking into account the nature of work undertaken at each site, the size and age of the building and the resources available to implement change. TRAde Me Is cARBON NeuTRAl Significant achievements have been made in some parts of the Company’s business. For example, Trade Me, one of the Company’s largest businesses, has continued to renew its carbon neutral status each year since 2008. This means it measures its carbon emissions, is committed to reducing its emissions and offsets any residual emissions. To offset its emissions, Trade Me last year purchased carbon credits (Verified Emission Reductions) from New Zealand’s first Kyoto Protocol Joint Implementation landfill gas methane capture project at the Awapuni landfill located in Palmerston North. pRINTINg The Company’s printing operations are responsible for most of its carbon footprint and consequently, particular emphasis is placed on managing their environmental impacts. All waste newsprint, aluminium plates, plastics, cardboard, ink and rags are recycled. Recent data has confirmed that Australia is a global leader in recovery of newsprint. For almost two decades, the proportion of Australia’s old newsprint that is recovered each year has increased. The most recent newsprint recycling report commissioned by the Publishers National Environment Bureau (of which Fairfax is a member) showed that 78.7% of Australian newsprint was recovered. The average recycling rate for newsprint in Europe is 68.9%. Newsprint for the Company’s newspapers is produced through a combination of recycled paper and plantation softwood. No paper is sourced from old growth forests. In addition energy consumption has been reduced through the installation of energy efficient equipment (such as insulation, lighting controllers and sensor lights) and water saving actions (such as modified cooling towers and flow restriction devices). FAIRFAX MeDIA lIMIteD ANNUAL REPORT 2011 7 SUSTAINABIlITY & CORPORATE SOCIAl RESPONSIBIlITY REPORT 2011 CONTINUED MOvINg TO MORe eNeRgy eFFIcIeNT BuIldINgs The Company’s workplace gender demographics are as follows: Over the past few years, the Company has moved its two biggest workplaces, in Sydney and Melbourne, into new and more energy efficient buildings. The move from The Age’s Spencer Street premises to Media House in Melbourne resulted in more than a 50 per cent reduction to our energy costs at that site – despite the fact that the Company also consolidated various other worksites and as a result now accommodates significantly more employees at Media House. edITORIAl cOveRAge The Company recognises its unique ability to influence and inspire action in relation to sustainability issues. The Company places significant emphasis on reporting about environmental issues and recruiting experienced and talented journalists to write accurate and balanced content about climate change issues and promote public debate. Within the last year, the Company’s major metropolitan titles published over 6,000 substantive stories on climate change and environmental matters. In July, The Sunday Age launched a new reader driven initiative, where readers were asked to set the ‘climate agenda’ by voting on the top 10 environmental questions they wanted addressed in The Sunday Age. • • • the proportion of women on the Board is 22 per cent the proportion of women in senior management positions is 18 per cent the proportion of women employed across the organisation is 52 per cent. The Company recognises it can do more in this area and there are a number of initiatives underway to support the implementation of the new policy. eMplOyee eNgAgeMeNT suRvey This year, the Company conducted its first group wide employee survey. Almost 5,000 employees completed the survey. The survey results showed that the Company’s employees were concerned about many issues, including internal communication, transparency on pay and strategy and career opportunities. Division managers have met with their teams to discuss the survey results and are presently implementing plans to deliver an improvement. The Company will continue to conduct employee engagement surveys each year and expects to see an improvement on this year’s results. This expectation has been clearly communicated to division managers, who will be accountable for demonstrating improvements in future years. 2011 eNeRgy AudIT MANAgINg wORkplAce cHANge The Company believes it can do more to reduce its carbon footprint and other adverse environmental impacts. Shortly, it will be undertaking a Company-wide energy audit to identify further energy abatement opportunities. Following the audit, the Company is aiming to set a carbon reduction target for 2012 and future years. eMplOyees The Company’s 12,000+ employees are working in unprecedented times. The media landscape has changed dramatically in the past few years and is expected to continue evolving in order to meet demands driven by technology and reader habits. The Company is working hard to address these changes and to ensure that its employees have the skills and training necessary to work in the new media environment. The Company recently announced it would spend almost $3.5 million over the next three years investing in quality journalism and training on its major metropolitan mastheads. wORkplAce sAFeTy Employee safety is a primary focus area for the Company. The Company’s Board and management have a good safety record. The Company has many systems and processes in place to meet its safety obligations and recently restructured its Occupational Health & Safety function to boost the level of expertise, resources and consistency across the organisation. Between June 2010 and July 2011, there was a 22 per cent reduction in Lost Time Injuries (LTI) and the LTI frequency rate fell from 4.09 to 3.20. The Company delivered specialist safety training to a significant number of employees across all business units and divisions. The Company conducts regular safety and environmental audits to comply with legislative requirements. Our print sites continue to win safety awards with both The Age Print Centre in Melbourne and Fairfax Regional Printers in Dubbo winning PANPA awards for safety in 2010 and 2011 respectively. geNdeR dIveRsITy During the year, the Company became a member of the Diversity Council of Australia and developed a new diversity policy. In 2011 various restructuring programs were implemented, including the decision to outsource a large proportion of the Company’s Australian metropolitan newspapers’ sub-editing work. Any decision to outsource or restructure is difficult, particularly in relation to how the decision impacts upon employees. However, these decisions are considered necessary to secure the long term financial sustainability of the Company’s business operations. In the case of the sub-editing restructure, the decision was also designed to allow the reallocation of resources, allowing the Company to invest more in the creation side of quality journalism. Whilst the Company understands and acknowledges that not everyone will agree with the necessity to make these decisions, it is still able to demonstrate its ability to implement these changes in an ethical manner. The Company honoured all of its obligations to consult with employees and their representatives and provided full redundancy benefits. The Company has recently announced further cost saving measures to be implemented over the next two years. These changes are likely to impact certain groups of employees, particularly in the Company’s metropolitan printing divisions. Again, the Company will ensure that these changes are managed responsibly and in compliance with the Company’s legal and ethical obligations. eMplOyee AssIsTANce: THe FAIRFAx FOuNdATION The Company has a long and proud tradition of providing financial and other assistance to employees in need. This assistance is often given through the Fairfax Foundation. The Fairfax Foundation was established in 1959 by the Fairfax family with a donation of £100,000. The Foundation operates separately to the Company and exists solely for the benefit of current and former staff members and their dependants to help alleviate hardship or distress. The Foundation is governed by a board of Trustees comprising of four Company appointed Trustees and four employee elected Trustees. The Foundation provides a range of grants, interest free loans and discount holiday rental accommodation. The purpose of the grants range from medical grants, funeral grants, education grants and general hardship grants. Over the past three years, the Fairfax Foundation has made approximately $1,000,000 in benefit payments. The Foundation publishes an Annual Trustee Report. 8 ANNUAl GENERAl MEETING The annual general meeting will be held at: 10.30am on Thursday 10 November 2011 Four Seasons Hotel 199 George Street Sydney NSW FAiRFAx mEDiA LimiTED AcN 008 663 161 TABle OF cONTeNTs Board of Directors Directors’ Report Remuneration Report Corporate Governance Management Discussion and Analysis Report Annual Financial Report Independent Auditor’s Report Shareholder Information Five Year Performance Summary Directory Publications, websites and mobile device applications 10 12 17 28 35 37 116 118 119 120 121 FAIRFAX MeDIA lIMIteD ANNUAL REPORT 2011 FAIRFAX MeDIA lIMIteD ANNUAL REPORT 2011 9 9 Board of directors MR ROGER CORBETT, AO NON-EXECUTIVE CHAIRMAN, APPOINTED TO THE BOARD 4 FEBRUARY 2003 Mr Corbett was elected Chairman of the Board in October 2009. He has been involved in the retail industry for more than 40 years. In 1984, Mr Corbett joined the Board of David Jones Australia as Director of Operations. In 1990, he was appointed to the Board of Woolworths Limited and to the position of Managing Director of BIG W. In 1999, Mr Corbett was appointed Chief Executive Officer of Woolworths Limited. He retired from that position in 2006. Mr Corbett is a Director of the Reserve Bank of Australia, a Director of Wal-Mart Stores and Chairman of PrimeAg Australia Limited. He is also the President of the University of Sydney Medical Foundation; Chairman of the Council and Member of the Executive of Shore School; Chairman of the Salvation Army Advisory Board; a member of the Dean’s Advisory Group of the Faculty of Medicine at the University of Sydney; and Chairman of the Advisory Committee of the Westmead Children’s Hospital. MR GREGORY HYWOOD NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD EFFECTIVE 4 OCTOBER 2010 APPOINTED AS INTERIM CEO AND MANAGING DIRECTOR 7 DECEMBER 2010 APPOINTED AS CEO AND MANAGING DIRECTOR 7 FEBRUARY 2011 Mr Hywood has enjoyed a long career in the media and government. A Walkley Award winning journalist, he held a number of senior management positions at Fairfax including Publisher and Editor-in-Chief of each of The Australian Financial Review, The Sydney Morning Herald/Sun Herald and The Age. He also held the position of Group Publisher Fairfax magazines. He was Executive Director Policy and Cabinet in the Victorian Premier’s Department between 2004 and 2006, and from 2006 to 2010 was Chief Executive of Tourism Victoria. Mr Hywood is a Director of The Victorian Major Events Company. MR MICHAEL ANDERSON NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD 2 SEPTEMBER 2010 Mr Anderson has had a long career in the radio industry including as Chief Executive of Austereo Limited from 2003 until January 2010. Prior to becoming Chief Executive he was Chief Operating Officer and from 1997 till early 2003 he was Executive Director of Sales and Marketing. He began his career in sales at Austereo in 1990. During his time as Chief Executive he focussed the company on building strong station brands and adapting the business to the changing media market including building and maintaining market leadership and developing new strategic directions, focussing on target audiences and adapting to increased competition. He launched a nationwide digital network and Australia’s first digital radio station. He has been a leader in adapting radio to the digital era. MR NICHOLAS J FAIRFAX NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD 9 MAY 2007 Mr Nicholas Fairfax was a Director of Rural Press Limited from August 2005 until May 2007. He has been a Director of Marinya Media Pty Limited since 2005, a Director of Cambooya Pty Ltd since 2002 and a Director of the Vincent Fairfax Family Foundation since 2004. Mr Fairfax is a Director of Tickets Holdings Pty Limited, Chairman of Elaine Education Pty Limited and a member of UTS Faculty of Business Executive Council. MS SANDRA MCPHEE NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD 26 FEBRUARY 2010 Ms McPhee is a Director of AGL Energy Limited, Kathmandu Holdings Limited, Westfield Retail Trust and Tourism Australia. Her previous directorships include Australia Post, Coles Group Limited and Perpetual Limited. Prior to becoming a Non-Executive Director, Ms McPhee held senior executive positions in a range of consumer oriented industries including retail, tourism and aviation, most recently with Qantas Airways Limited. 10 MR SAM MORGAN NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD 26 FEBRUARY 2010 Mr Morgan is the founder and former CEO of New Zealand’s largest online transaction site Trade Me, which was purchased by Fairfax Media in 2006. He is the Chairman of Jasmine Investments, Pacific Fibre and Visfleet and a Director of software companies Xero and Sonar6. MS LINDA NICHOLLS, AO NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD 26 FEBRUARY 2010 Ms Nicholls is a Corporate Advisor and Director of a number of leading Australian companies and organisations. She is Chair of KDR (Yarra Trams) and a Director of Sigma Pharmaceutical Group, the Walter and Eliza Hall Institute of Biomedical Science and Low Carbon Australia Pty Limited. She is also a member of the Harvard Business School Alumni Board. She is a former Chair of Australia Post, former Chair of Healthscope Limited and a former Director of St. George Bank Limited. Prior to becoming a professional Director, Ms Nicholls held senior executive positions in the banking and finance industry. MR ROBERT SAVAGE, AM NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD 25 JUNE 2007 In addition to his particular expertise in the management of information technology and systems, Mr Savage brings to the Fairfax Media Board his experience as a senior executive in Australia and the Asian region, including experience in people management and organisation effectiveness issues and several years experience as a Non-Executive Director and Chairman across a wide range of Australian companies. Mr Savage was formerly Chairman and Managing Director of IBM Australia and New Zealand. He is Chairman of David Jones Limited. Mr Savage was Chairman of Perpetual Limited until retiring at Perpetual’s AGM in 2010. He was Chairman of Mincom Limited until May 2007 and a Director of Smorgon Steel Group Limited until August 2007 when it merged with OneSteel Limited. MR PETER YOUNG, AM NON-EXECUTIVE DIRECTOR, APPOINTED TO THE BOARD 16 SEPTEMBER 2005 Over the last 30 years, Mr Young has been an investment banking Executive in Australia, New Zealand and the U.S.A. He is a member of the Royal Bank of Scotland’s Advisory Council in Australia. He served as Chairman of Investment Banking for ABN AMRO in Australia and New Zealand. From 1998 to 2002, Mr Young was Executive Vice Chairman, ABN AMRO Group (Australia and New Zealand) and Head of Telecommunications, Media & Technology Client Management for Asia Pacific. He is currently the Chairman of Ratch Australia Corporation Ltd, of Queensland Investment Corporation and of NSW Cultural Management Pty Ltd. He is involved in a number of community, environmental and artistic activities. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 11 Directors’ report The Board of Directors presents its report together with the financial report of Fairfax Media Limited (the Company) and of the consolidated entity, being the Company and its controlled entities for the period ended 26 June 2011 and the auditor’s report thereon. DIRECTORS The Directors of the Company at any time during the financial year or up to the date of this report are as follows. Directors held office for the entire period unless otherwise stated. MR ROGER CORBETT, AO Non-Executive Chairman MR GREGORY HYWOOD Chief Executive Officer and Managing Director Acting 7 December 2010 – 6 February 2011 and permanently appointed 7 February 2011. MR NICHOLAS FAIRFAX Non-Executive Director MS SANDRA MCPHEE Non-Executive Director MR SAM MORGAN Non-Executive Director MS LINDA NICHOLLS, AO Non-Executive Director MR ROBERT SAVAGE, AM Non-Executive Director MR PETER YOUNG, AM Non-Executive Director MR MICHAEL ANDERSON Non-Executive Director Appointed to the Board on 2 September 2010 A profile of each Director holding office at the date of this report is included on pages 10-11 of this report. MR BRIAN MCCARTHY Chief Executive Officer and Managing Director Resigned 6 December 2010 MR JOHN B FAIRFAX, AO Non-Executive Director Retired 15 November 2010 ALTERNATE DIRECTOR Mr Patrick Joyce, Investment Director at Marinya Media Pty Limited, is an alternate Director for Nicholas Fairfax. 12 Directors’ report COMPANY SECRETARY The Company Secretary, Ms Gail Hambly, was appointed to the position of Group General Counsel and Company Secretary in 1993. Before joining Fairfax Media Limited she practised as a solicitor at a major law firm. She has expertise in commercial and media and communication law. Ms Hambly is a member of the Media and Communications Committee and the Privacy Committee for the Law Council of Australia, a member of the Advisory Board for the Centre of Media and Communications Law at the Melbourne Law School and a member of Chartered Secretaries Australia. Ms Hambly is also a Director of Company B Belvoir Limited. She holds degrees in Law, Economics, Science and Arts. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the state of affairs of the consolidated entity during the financial year were as follows: On 29 April 2011, all of the Stapled Preference Shares were repurchased in accordance with their terms of issue for a repurchase amount of $300 million. Subsequent to year end, the Group announced it had commenced preparation for an Initial Public Offering (IPO) of Trade Me Limited (Trade Me), a New Zealand subsidiary. The Group intends to sell between 30% to 35% of Trade Me through the IPO, with Trade Me being listed on the New Zealand Exchange. The timing of the IPO has not been finalised and will depend on appropriate market conditions. CORPORATE STRUCTURE Fairfax Media Limited is a company limited by shares that is incorporated and domiciled in Australia. PRINCIPAL ACTIVITIES The principal activities of the consolidated entity during the course of the financial year were the publishing of news, information and entertainment, advertising sales in newspaper, magazine and online formats, and radio broadcasting. There were no significant changes in the nature of the consolidated entity during the year other than the matters set out as significant changes in the state of affairs below. CONSOLIDATED RESULT The loss attributable to the consolidated entity for the financial year was $390,861,000 (2010 Profit: $282,115,000). DIVIDENDS An interim fully franked dividend of 1.5 cents per ordinary share and debenture was paid on 21 March 2011 in respect of the year ended 26 June 2011. Since the end of the financial year, the Board has declared a final fully franked dividend of 1.5 cents per ordinary share and debenture in respect of the year ended 26 June 2011. This dividend is payable on 27 September 2011. Distributions to holders of Stapled Preference Securities (SPS) were paid as follows: $3.2515 per share paid on 1 November 2010 and $3.2334 per share paid 29 April 2011. REVIEW OF OPERATIONS Revenue for the Group was in line with the prior year at $2,477 million (2010: $2,490 million). After significant expenses of $674.7 million the Group generated a net loss after tax of $390.9 million (2010: profit $282.1 million). Earnings per share decreased to a loss of 17.0 cents (2010: profit 11.5 cents). Further information is provided in the Management Discussion and Analysis Report on pages 35-36. LIkELY DEVELOPMENTS AND EXPECTED RESULTS The consolidated entity’s prospects and strategic direction are discussed in the Chairman’s and the Chief Executive Officer’s reports on pages 2-5 of this report. Further information about likely developments in the operations of the consolidated entity and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the consolidated entity. ENVIRONMENTAL REGULATION AND PERFORMANCE No material non-compliance with environmental regulation has been identified relating to the 2011 financial year. The Company reported to the Department of Climate Change on the total carbon emissions of the Group generated in the 2010 financial year under the National Greenhouse and Energy Reporting legislation for the first time in October 2010. The Group’s main source of carbon emissions overall was from electricity consumption at its larger sites and total scope 1 and 2 emissions reported was 97,194 tonnes CO2-e. More information about the Group’s environmental performance can be found in the Corporate Social Responsibility report. EVENTS AFTER BALANCE DATE There have not been any after balance date events. REMUNERATION REPORT A remuneration report is set out on pages 17-27 and forms part of this Directors’ Report. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 13 Directors’ report DIRECTORS’ INTERESTS The relevant interest of each Director in the equity of the Company, as at the date of this report is: Ordinary Shares RC Corbett G Hywood M Anderson JB Fairfax NJ Fairfax BK McCarthy S McPhee S Morgan L Nicholls R Savage P Young TOTAL Acquisition Disposals Opening Balance 99,206 – – 235,426,781 3,892,481 2,150,861 – – – 47,899 131,117 – – – – – – 4,783 181,500 5,401 – – Closing Balance 99,206 – – 235,426,781 3,892,481 – – – – – 950,399 1,200,462 – – – – – 4,783 181,500 5,401 47,899 131,117 Post Year End Acquisitions – 118,343 – – – – 7,712 – 7,261 – – 241,748,345 191,684 950,399 240,989,630 133,316 Post Year End Disposals – – – – – – – – – – – – Post Year End Balance 99,206 118,343 – 235,426,781 3,892,481 1,200,462 12,495 181,500 12,662 47,899 131,117 241,122,946 In the case of retired Directors, the closing balance represents the number of shares at the date the Director retired from the Board. As at the date of this report no Director holds any SPS. No Director holds options over shares in the Company. DIRECTORS’ MEETINGS The following table shows the number of Board and Committee meetings held during the financial year ended 26 June 2011 and the number attended by each Director or Committee member. Board Meeting Audit and Risk Nominations Personnel Policy and Remuneration Sustainability and Corporate Responsibility No. Held No. Attended No. Held No. Attended No. Held No. Attended No. Held No. Attended No. Held No. Attended Meetings* R Corbett*** G Hywood** M Anderson JB Fairfax NJ Fairfax S McPhee S Morgan L Nicholls R Savage P Young BK McCarthy 12 10 10 4 12 12 12 12 12 12 5 12 10 10 4 12 12 11 12 12 12 5 6 4 – 3 6 – – 6 4 6 3 6 4 – 3 6 – – 6 2 6 3 2 1 – – 2 – – – – 2 – 2 1 – – 2 – – – – 2 – 4 3 2 2 – 2 – – 2 4 2 4 3 2 2 – 2 – – 2 4 2 1 1 1 – 1 1 – – – – – 1 1 1 – 1 1 – – – – – * The number of meetings held refers to the number of meetings held while the Director was a member of the Board or Committee. ** Mr Hywood attends the Audit and Risk, Personnel Policy and Remuneration Committee and Sustainability Committee meetings as an invitee of the Committees. *** Mr Corbett, Chairman, is an ex officio member of all Board committees. 14 Directors’ report OPTIONS There are no unissued shares under option as at the date of this report. No options over unissued shares were granted during or since the end of the financial year. There were no movements in options during the financial year. No shares were issued during or since the end of the financial year as a result of the exercise of an option. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS The Directors of the Company and such other officers as the Directors determine, are entitled to receive the benefit of an indemnity contained in the Constitution of the Company to the extent allowed by the Corporations Act 2001, including against liabilities incurred by them in their respective capacities in successfully defending proceedings against them. During or since the end of the financial year, the Company has paid premiums under contracts insuring the Directors and officers of the Company and its controlled entities against liability incurred in that capacity to the extent allowed by the Corporations Act 2001. The terms of the policies prohibit disclosure of the details of the liability and the premium paid. Each Director has entered into a Deed of Access, Disclosure, Insurance and Indemnity which provides for indemnity by the Company against liability as a Director to the extent allowed by the law. There are no indemnities given or insurance premiums paid during or since the end of the financial year for the auditors. NO OFFICERS ARE FORMER AUDITORS No officer of the consolidated entity has been a partner of an audit firm or a Director of an audit company that is the auditor of the Company and the consolidated entity for the financial year. NON-AUDIT SERVICES Under its Charter of Audit Independence, the Company may employ the auditor to provide services additional to statutory audit duties where the type of work performed and the fees for services do not impact on the actual or perceived independence of the auditor. Details of the amounts paid or payable to the auditor, Ernst & Young, for non-audit services provided during the financial year are set out below. Details of amounts paid or payable for audit services are set out in Note 33 to the financial statements. The Board of Directors has received advice from the Audit and Risk Committee and is satisfied that the provision of the non-audit services did not compromise the auditor independence requirements of the Corporations Act 2001 because none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards. A copy of the auditor’s independence declaration under section 307C of the Corporations Act 2001 is on page 16 of this report. During the financial year, Ernst & Young received or were due to receive the following amounts for the provision of non-audit services: Subsidiary company and other audits required by contract or regulatory or other bodies: • Australia $276,510 • Overseas $170,030. Other assurance and non-assurance services: • Australia $111,182. ROUNDING The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts contained in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Signed on behalf of the Directors in accordance with a resolution of the Directors. Roger Corbett, AO Chairman Greg Hywood Chief Executive Officer and Managing Director 16 September 2011 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 15 AUDitor’s iNDepeNDeNce DecLArAtioN Auditor’s Independence Declaration to the Directors Fairfax Media Limited In relation to our audit of the financial report of Fairfax Media Limited for the financial year ended 26 June 2011 to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. Ernst & Young Christopher George Partner 16 September 2011 16 Liability limited by a scheme approved under Professional Standards Legislation reMUNerAtioN report Dear Shareholder, We are pleased to present the 2011 Fairfax Media Remuneration Report. This year we have updated the format of the report with the aim of providing you with a clearer understanding of our remuneration structure and outcomes. In addition to the information required under the Corporations Act, the report contains information which we hope improves transparency and readability of the report. This extra information includes tables of remuneration actually paid during the year to individuals. We believe this is more useful data than the statutory information which can be confusing due to the requirement to include amounts accrued in the accounts for possible future year payments which may not ever be realised by our executives. As you would be aware the media landscape is evolving rapidly, as is our business. With a new CEO and new strategy, the Board Personnel Policy and Remuneration Committee engaged PwC during the year to conduct a review of our executive remuneration arrangements. The aim of the review was to ensure that the executive incentive plans: • • • • effectively underpin the achievement of the new strategy support growth in shareholder value comply with legislative changes, and effectively motivate the senior executive team. The report by PwC found that our existing short-term incentive plan (STI) was strongly aligned to financial performance and therefore highly transparent and objective. However the review also found that the plan had the potential to encourage “silo” behaviour due to the high focus on individual business unit financial metrics and offered limited focus on “lead” non-financial/strategic measures which need to be achieved to promote longer term performance. The review also found that the existing long-term incentive (LTI) plan is well aligned with shareholder interests. However, it provides a low return on investment because the LTI hurdles had not been achieved but the Company still had an expense associated with the grants. Due to the existing strong alignment with shareholders, the Board has decided to retain the same LTI plan for 2012. Based on the findings of the PwC report, we have made some changes to our STI arrangements for the 2012 financial year, including the requirement for part of the STI to be paid in the form of Fairfax shares which do not vest for a further two years. These changes are outlined in the Remuneration Report. We believe that these new arrangements will better support the execution of the strategy and improve the return to shareholders. We hope you find the report informative. We welcome your feedback on this report. Robert Savage, AM Chairman, Personnel Policy and Remuneration Committee FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 17 reMUNerAtioN report 1. INTRODUCTION This report forms part of the Company’s 2011 Directors’ Report and describes the Fairfax Group’s remuneration arrangements for Directors and prescribed senior executives in accordance with the requirements of the Corporations Act 2001 and Regulations. The report also contains details of the equity interests of Fairfax Directors and prescribed senior executives. 2. PERSONNEL POLICY AND REMUNERATION COMMITTEE The Board has a formal Charter for the Personnel Policy and Remuneration Committee (PPRC) which prescribes the responsibilities, composition and meeting rules of the Committee. Under the Charter, the Committee must be comprised of a majority of Non-Executive Directors who are independent. The members of the PPRC are: • Robert Savage (Chairman and member from 2 December, 2010) • Roger Corbett • Sandra McPhee (from 2 December, 2010) • Michael Anderson (from 2 December, 2010) • Peter Young (Chairman up to 2 December, 2010 and ongoing member) • John B Fairfax (up to 11 November, 2010). The PPRC met four times during the year. The Committee’s primary responsibilities are to: (a) review and approve Fairfax employee remuneration strategies and frameworks (b) (c) (d) oversee the development and implementation of employee remuneration programs, performance management and succession planning with the goal of attracting, motivating and retaining high quality people review and recommend to the Board for approval the goals and objectives relevant to the remuneration of the CEO, assist the Board to evaluate the performance of the CEO in light of those goals and objectives, and to recommend to the Board the CEO’s remuneration (including incentive payments) based on this evaluation review the principles to apply to contractual terms of employment for direct reports to the CEO including base pay, incentives, superannuation arrangements, retention arrangements, termination payments, performance goals and performance-based evaluation procedures and succession plans (e) make recommendations to the Board on Directors’ fees and review and recommend the aggregate remuneration of Non-Executive Directors to be approved by shareholders (f) review the Group’s framework for compliance with occupational, health, safety and environmental regulation and its performance against the framework, and (g) review and approve measurable objectives for achieving gender diversity and assess annually both the objectives and progress in achieving them. The CEO, Group General Counsel and Company Secretary and General Manager Corporate Human Resources attend PPRC meetings as invitees but not when their own performance or remuneration arrangements are being discussed. The Committee commissions reports from independent remuneration experts on market relativities and other matters relating to remuneration practices to assist it with setting appropriate remuneration levels and processes. In August 2010, the PPRC received advice from HART Consulting to assist in setting the base pay for the direct reports to the CEO for the 2011 financial year. As outlined above, the PPRC engaged PwC to conduct a review of executive pay and incentive arrangements and subsequently received the relevant advice. In addition, PwC provided advice on remuneration trends and executive pay to assist in setting base pay for the 2012 financial year. In June 2011 the Committee commissioned advice from Egan Associates in relation to the remuneration of the Chief Executive and Managing Director and the market competitiveness of remuneration for Non-Executive Directors. 3. DIVERSITY The PPRC has expanded its Charter to include diversity initiatives. During the financial year the Company became a member of the Diversity Council of Australia and developed a new Diversity Policy. There are a number of initiatives underway to support the implementation of the policy. The Company is compliant with the Equal Opportunity for Women in the Workplace Act 1999. The current workforce gender demographics are: • Proportion of women on the Board: 22% • Proportion of women in senior management: 19% • Proportion of women across the organisation: 52% 18 reMUNerAtioN report 4. REMUNERATION OF NON-EXECUTIVE DIRECTORS Under the Company’s Constitution, the aggregate remuneration of Non-Executive Directors is set by resolution of shareholders. The aggregate was last reviewed by shareholders at the 2010 Annual General Meeting and set at $2,100,000 per annum. Within this limit, the Board annually reviews Directors’ remuneration with advice from the PPRC. The Board also considers survey data on Directors’ fees paid by comparable companies, and expert advice commissioned from time to time. Expert advice was received in this regard from Egan Associates in June 2011 however in the present economic climate the Board resolved that there would be no increase in Directors’ fees this year nor would the Board seek shareholder approval for an increase in the cap on aggregate Directors’ fees this year. This will be reviewed in 2012. At the date of this report, the Board has set Board and committee fees as follows: Chairman of the Board* Other Non-Executive Director Chair of Audit and Risk Committee Members of Audit and Risk Committee Chair of Personnel Policy and Remuneration Committee Members of Personnel Policy and Remuneration Committee Chair of the Nominations Committee Members of Nominations Committee Chair of the Sustainability & Corporate Responsibility Committee Members of Sustainability & Corporate Responsibility Committee $ 364,000 130,000 44,000 33,000 33,000 22,000 30,000 20,000 33,000 22,000 * The Chairman of the Board does not receive committee fees for membership of either of the Personnel Policy and Remuneration Committee or the Nominations Committee. The fees above do not include statutory superannuation payments. 4.1 Retirement benefits for Non-Executive Directors The Company makes superannuation contributions on behalf of Non-Executive Directors in accordance with statutory requirements. Other than superannuation, Non-Executive Directors are not entitled to any retirement benefits. 5. REMUNERATION OF THE CHIEF EXECUTIVE OFFICER 5.1 Mr Gregory Hywood (CEO and Managing Director from 7 December 2010) The remuneration details for the CEO are set out in section 6.5 and 6.8 of this report. 2011 PERfORMaNCE YEaR Mr Hywood, who at the time was a Non-Executive Director of Fairfax, was appointed to the role of CEO in an acting capacity on 7 December 2010 to enable the Board to conduct a global search for a new CEO following the resignation of former CEO and Managing Director Mr Brian McCarthy. Prior to this date Mr Hywood was paid in accordance with the remuneration of Non-Executive Directors. From 7 December 2010 until 1 April 2011 Mr Hywood was paid fixed fee remuneration amount of $2.4 million per annum (that is, $775,385 for that period). He was not eligible to receive any performance bonuses or other benefits during this period. On 7 February 2011 Mr Hywood was appointed to the role of CEO and Managing Director on an ongoing basis. From 1 April he was paid a base salary (“Fixed Remuneration”) of $1.6 million per annum. This Fixed Remuneration represents total fixed cost to the Company including superannuation and other benefits except as set out below. For the period 1 April 2011 to 26 June 2011, Mr Hywood was eligible for a pro-rated performance bonus (“Performance Bonus”) of up to 100% of Fixed Remuneration (prorated for the period) depending on achievement of defined performance criteria set by the Chairman and Chairman of the PPRC. The criteria included specific deliverables to be achieved over the three month period to ensure that the new strategy was embedded into the organisation. Twenty percent of the bonus was related to exceeding the 2011 financial year financial outcome committed to the market on 24 February 2011. The remaining eighty percent of the bonus was related to the development and implementation of the new strategy including building the new organisational structure and culture, and establishing the implementation plan and delivering set progress targets under that plan. The Board believed that the focus of the CEO over this three month period should be to drive the implementation of the new strategy, and therefore a higher emphasis was placed on the non- financial strategic targets than will occur for future performance periods. Following the end of the 2011 financial year, the Board determined that 72.5% of the target Performance Bonus was earned by Mr Hywood representing 62.5% achievement of the financial component and 75% achievement of the strategic component. Subject to shareholder approval, for the 2011 Performance year, Mr Hywood is entitled to an allocation of shares (purchased on market by the Executive Share Plan Trust) of $800,000 worth of shares which equates to 569,395 shares. The number of shares allocated is based on the market price of Fairfax shares on 7 February 2011 (Mr Hywood’s permanent appointment date) which was $1.40 per share. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 19 reMUNerAtioN report 2012 PERfORMaNCE YEaR The PPRC received advice from PwC making various recommendations following its review of executive remuneration arrangements. The advice included specific advice on market rates for the Chief Executive’s remuneration and incentive arrangements. The PPRC also received advice from Egan Associates in relation to the remuneration of the Chief Executive. More details of the review are set out in 6.1. Based on the above advice the PPRC recommended to the board a package of cash remuneration and incentive arrangements for Mr Hywood. The Board set new remuneration arrangements that will apply to Mr Hywood for the 2012 financial year. Mr Hywood’s Fixed Remuneration of $1.6 million per year will remain unchanged. As well as Fixed Remuneration he will be eligible for a performance bonus and participation in the Long-Term Equity-Based Incentive Scheme (LTI). Mr Hywood is eligible for a performance bonus (“Performance Bonus”) of up to 150% of Fixed Remuneration depending on achievement of defined performance criteria set at the beginning of each financial year. The performance targets are recommended by the PPRC and approved by the Board each year. Fifty percent of the Performance Bonus is determined by achievement of financial targets for the Group. The remaining incentive is based on other Key Performance Indicators set by the Board each year depending on the operational and strategic goals of the Group. These KPIs may also include specific financial targets but also include strategic targets. A component of this incentive(subject to shareholder approval) will be deferred in to shares (purchased on market by the Executive Share Plan Trust). Further details of the plan are outlined in section 6.1. Subject to shareholder approval, under the LTI Mr Hywood is entitled to an allocation of shares (purchased on market by the Executive Share Plan Trust) to the equivalent of fifty percent of his Fixed Remuneration as an allocation of Company shares each year. These shares vest on the terms set out in section 6.2. 5.2 Mr Brian McCarthy (CEO and Managing Director up to 6 December 2010) The key terms of Mr McCarthy’s Executive Services Agreement with the Company included a Fixed Remuneration of $1.6 million per year, a performance bonus and participation in the LTI. Mr McCarthy was eligible for a performance bonus under the terms of the Company’s Key Executive Bonus Scheme (“STI”) of up to ninety percent of Fixed Remuneration depending on achievement of defined performance criteria set at the beginning of each financial year (“Performance Bonus”). The performance targets were recommended to the Board by the PPRC and approved by the Board. Eighty percent of the Performance Bonus was determined by achievement of financial targets. The remaining twenty percent was based on other Key Performance Indicators set by the Board depending on the operating and strategic goals of the Group. In addition under the LTI, Mr McCarthy was entitled to an allocation of shares to the equivalent of 100% of his Fixed Remuneration as an allocation of Company shares each year. The vesting criteria for these shares are set out in section 6.2. Mr McCarthy ceased to be employed by Fairfax on 6 December 2010. Upon termination, Mr McCarthy received a payment in accordance with his entitlements under his Executive Services Agreement. Mr McCarthy’s Executive Service Agreement was in place prior to the changes to the Corporations Act in 2009 and include the equivalent of 12 months Fixed Remuneration (“Termination Payment”) and statutory entitlements to annual and long service leave. He was also entitled to a pro-rated performance bonus. All shares Mr McCarthy held under the LTI were forfeited. Details of Mr McCarthy’s termination payments are set out in tables 6.5 and 6.8. 6. REMuNERatiON Of OtHER SENiOR ExECutivES The objectives of the Company’s executive remuneration framework are to align executive remuneration with the achievement of strategic objectives, the creation of value for shareholders, and to be in line with market. The PPRC aims to ensure that the executive remuneration framework addresses the following criteria: • • • • • • • fairly remunerate capable and performing executives attract, retain and motivate talented, qualified and experienced people in light of competitive employment markets align remuneration with achievement of business strategy align interests of executives and shareholders deliver competitive cost outcomes comply with regulatory requirements, and be transparent and fair. The executive remuneration framework comprises a mix of fixed and performance-based components: • • a fixed remuneration package, and performance incentives. The Fixed Remuneration component includes cash, superannuation and any benefits employees choose to salary sacrifice, for example, motor vehicle, parking. It represents the total fixed cost to the Company including fringe benefits tax payable. Payment of performance-based incentives is determined by the financial performance of the Company, the financial performance of the business unit relevant to the executive and the personal performance of the individual executive against objectives set at the beginning of the year. The CEO conducts performance reviews with his direct reports each year, and presents the outcomes and proposed incentive payments to the PPRC. The PPRC reviews and approves the remuneration packages and bonus payments to the CEO’s direct reports. On the recommendations of the CEO, the PPRC also reviews and approves the key performance indicators for the CEO’s direct reports for the following year. Performance evaluations in accordance with this framework have taken place for senior executives for the year ended 26 June 2011. 20 reMUNerAtioN report 6.1 Performance-Based Short-term incentives (“Bonus payments”) for Senior Executives 2011 PERfORMaNCE YEaR For the 2011 Performance Year, annual bonus payments for senior executives depended on achievement of annual financial performance criteria for the Group as well as specific strategic and operational criteria. For the CEO, the bonus criteria were set by the Board after considering recommendations from the PPRC. For other key senior executives the bonus criteria were set by the PPRC. The bonus opportunity consisted of three components: • • corporate level – drives corporate financial results (EPS, EBIT) and encourages senior management to work together for the overall benefit of the group business unit level – drives business unit financial results and other operational metrics to encourage team behaviour (e.g. EBIT, circulation, readership, market position, revenue) • personal level – drives team and individual operating results (e.g. safety, cost reduction, business improvement, leadership). Each senior executive had a target bonus opportunity depending on the accountabilities of the role and impact on Company or business unit performance. There are two levels of performance: • • “on-target” performance – where the target bonus will be earned (e.g. for EBIT the “on-target” performance is typically achievement of budget) or “maximum” performance – where performance is such that the maximum level of incentive will be earned. This applies for corporate and business unit measures only. For most senior executives reporting directly to the CEO, the on-target bonus opportunity for 2011 was 25% of the executive’s Fixed Remuneration and the maximum bonus opportunity was 47.5% of the Fixed Remuneration. Generally, the bonus opportunity consisted of three components: 20% based on Group EBIT and earnings per share, 70% based on business unit financial performance and 10% based on other key performance indicators (KPIs). For corporate executives whose duties were not confined to one business unit, generally 50% of the bonus opportunity was based on corporate financial performance. The performance plans for a number of senior executives directly accountable for supporting the new CEO to drive key strategic initiatives were adjusted for the period 1 April to 26 June 2011 by the Board PPRC to ensure alignment with the objectives of the new CEO. These executives retained measures relating to the financial budget set at the start of the year. For the 1 April – 26 June 2011 period greater emphasis was placed on setting up the new organisation structure and the implementation of the strategic plan. Bonus outcomes for the 2011 performance year for senior executives were generally below “target” levels in line with difficult trading conditions. 2012 PERfORMaNCE YEaR The Board PPRC engaged PwC to conduct a review of executive remuneration arrangements. The purpose of the review was to ensure that remuneration arrangements drive financial results and shareholder returns, and effectively underpin the execution of the new strategy. Following this review, new arrangements apply from 1 July 2011. Annual bonus payments for senior executives place an emphasis on the achievement of annual financial performance criteria for the Group as well as specific strategic and operational criteria. The bonus criteria for the CEO are approved by the Board after considering recommendations from the Board PPRC. For other key senior executives the bonus criteria were set by the PPRC. The bonus opportunity consists of three components: • • corporate level – drives corporate financial results (EBIT) and encourages senior management to work together for the overall benefit of the group business Unit level – drives business unit financial and other operational metrics to encourage team behaviour (e.g. EBIT, circulation, readership, market position, revenue, safety) • strategic level – drives team and individual operating results (e.g. delivery against strategic milestones, leadership). Each senior executive has a target bonus opportunity depending on the accountabilities of the role and impact on Company or business unit performance. There are two levels of performance: • “on-target” performance – where the target bonus will be earned (e.g. for EBIT the “on-target” performance is typically achievement of budget) or • “maximum” performance – where performance is such that the maximum level of incentive will be earned. The bonus arrangement allows for a cash payment and a component deferred into shares (Deferred Component). Any amounts earned from the Strategic component and 50% of any amounts earned above “on-target” performance for Corporate and Business Unit performance are deferred into shares. For most executives reporting directly to the CEO, the on-target bonus opportunity is 45% of the executive’s fixed remuneration package and the maximum incentive opportunity is 90% of the fixed remuneration package. For all senior executives reporting directly to the CEO, 50% of the bonus is based on corporate measures, 25% is based on business unit financial performance and 25% is based on other strategic key performance indicators (KPIs). At the end of the financial year, actual performance is assessed against the agreed measures. The number of shares for the Deferred Component for each senior executive depends on their role and responsibilities, and on actual performance. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 21 reMUNerAtioN report Shares purchased for the Deferred Component are valued at face value based on the Volume Weighted Opening Price over the 10 days immediately after the financial year’s results are announced to the market in August. Shares are purchased on market by the trustee of the Executive Share Plan and allocated to the senior executive. The shares for the Deferred Component are required to be held in the Trust for two years and the senior executive receives dividends on the shares during this period. At the end of the two year period, the ownership of the shares is transferred to the senior executive. If the senior executive resigns or is terminated with cause prior to the end of the two year period, they forfeit the shares. The balance of the bonus is paid to the senior executive as cash. 6.2 Long term Equity-Based incentive Scheme (Lti) Senior executives whose roles and skills are critical to the strategy of the Group are eligible to participate in the Company’s equity-based LTI. The LTI commenced operation for the 2008 financial year. It aims to reward executives for creating growth in shareholder value. Participants in the LTI receive the equivalent of a percentage of their total fixed remuneration as an allocation of Company shares (Allocation). The number of Company shares to which a participant is entitled will depend on the participant’s role and responsibilities. Shares for the Allocations are purchased on market by the trustee of the Executive Share Plan. The shares are allocated to the employee and held by the trustee in trust until the Allocation vests or is forfeited. Executives receive any dividends paid on the shares while they are in the trust. For an Allocation to vest, there are two performance hurdles, both linked to the Company’s return to shareholders. The hurdles are measured at the end of the three year vesting period. In addition, if an Allocation does not vest at the end of the three year period, a re-test of the performance hurdles will occur at the end of the fourth year, and if satisfied, the Allocation will vest. 50% of an Allocation will vest on achievement by the Company of the total shareholder return (TSR) target. TSR will be measured against the S&P/ASX 300 Consumer Discretionary Index and shares will vest as described in the table below: TSR performance Under 50th percentile 50th percentile 50th to 75th percentile Above 75th percentile % of Allocation that vests Nil 50% of Allocation Straight line pro rata 100% The other 50% of the Allocation will vest on achievement of the earnings per share (EPS) target. EPS will be measured by the compound annual growth rate (CAGR) of the Company’s EPS and vesting will be according to the table below: EPS performance Less than 7% CAGR 7% CAGR 7% to 10% CAGR 10% CAGR or above % of Allocation that vests Nil 25% Straight line pro rata 100% The same LTI plan including the performance hurdles will be used for the next LTI allocation for the 2012 financial year. OTHER TERMS OF THE LTI On termination of an executive’s employment, vesting rights will depend on the circumstances of the termination. If an executive resigns, unvested allocations will generally be forfeited. Although the Board has discretion to allow vesting, generally the Board will not exercise this discretion unless there are very special circumstances. On termination for misconduct, allocations will be forfeited. If an executive is terminated without cause, for example made redundant or dies or is permanently disabled, then vesting will be at the Board’s discretion. In the circumstances of an offer to acquire the Company, vesting will be at the Board’s discretion. The LTI was suspended in May 2009 pending finalisation of the tax treatment of employee share plans as a consequence of announcements made in the 2009 Federal Budget. It recommenced operation in June 2010 on the same terms as it previously operated after the relevant tax legislation was finalised. STATUS AND kEY DATES – UNVESTED LTI SCHEME Grant Date Performance testing window Expiry Date (if hurdle not met)* Performance Status 18 January 2008 1 July 2007 – 30 June 2010 30 June 2011 Performance hurdles have not yet been exceeded. No shares are expected to vest after the fourth year of retest. 26 August 2008 1 July 2008 – 30 June 2011 30 June 2012 Performance hurdles have not yet been exceeded. 23 June 2010 1 July 2009 – 30 June 2012 30 June 2013 Performance testing window not yet commenced. 17 November 2010 1 July 2010 – 30 June 2013 30 June 2014 Performance testing window not yet commenced. * Retest of conditions performed in the fourth year, if performance hurdle is not met in the initial performance testing window. 22 reMUNerAtioN report the financial performance of the Company in key shareholder value measures over the past five years is shown below: Underlying operating revenue Net profit before significant items Earnings per share before significant items Dividends per share *Total Shareholder Returns (TSR) $m $m Cents Cents % AIFRS 2011 2,466 285.0 11.6 3.0 (23.9) AIFRS 2010 2,482 290.7 11.8 2.5 11.3 AIFRS 2009 2,600 241.3 12.4 2.0 AIFRS 2008 2,909 395.9 23.4 20.0 (52.1) (34.7) AIFRS 2007 2,117.6 267.8 23.2 20.0 34.2 * TSR comprises share price appreciation and dividends, gross of franking credits, reinvested in the shares. Source: Bloomberg. 6.3 Retirement Benefits for Executives Except for a very small number of long serving executives who are members of a defined-benefit superannuation plan, retirement benefits are delivered through contribution accumulation superannuation plans. The defined-benefit funds (which are closed to new entrants) provides defined lump sum benefits based on years of service, retirement age and the executive’s remuneration at the time of retirement. 6.4 Executive Service agreements The terms of employment of the CEO are set out in section 5 and below. The remuneration and other terms of employment for the highest paid executives and key management personnel are set out in written agreements. These service agreements are unlimited in term but may be terminated by written notice by either party or by the Company making payment in lieu of notice. They may also be terminated with cause as set out below. Each agreement sets out the Fixed Remuneration, performance-related cash bonus opportunities, termination rights and obligations and eligibility to participate in the LTI. Executive salaries are reviewed annually. The executive service agreements do not require the Company to increase Fixed Remuneration, pay incentive bonuses or continue the executive’s participation in the LTI. Key non-financial terms in the executive service agreements are set out below. Remuneration details are set out in sections 6.7 and 6.8. TERMINATION OF EMPLOYMENT WITHOUT NOTICE AND WITHOUT PAYMENT IN LIEU OF NOTICE The Company may terminate the employment of the executive without notice and without payment in lieu of notice in some circumstances. Generally this includes if the executive: (a) commits an act of serious misconduct (b) commits a material breach of the executive service agreement (c) (d) is charged with any criminal offence which, in the reasonable opinion of the Company, may embarrass or bring the Fairfax Group into disrepute, or unreasonably refuses to carry out his or her duties including complying with reasonable, material and lawful directions from the Company. TERMINATION OF EMPLOYMENT WITH NOTICE OR WITH PAYMENT IN LIEU OF NOTICE The Company may terminate the employment of the executive at any time by giving the executive notice of termination or payment in lieu of such notice. The amount of notice required from the Company in these circumstances is set out in the table below. If the Company elects to make payment in lieu of all or part of the required notice, the payment is calculated on the basis of fixed remuneration excluding bonuses and non-cash incentives. Name of Executive Company Termination Notice Period Employee Termination Notice Period Post-Employment Restraint Greg Hywood 12 months 6 months 12 month no solicitation of employees or clients Allan Browne 12 months 4 months 12 month no solicitation of employees or clients Brian Cassell 12 months 4 months 12 month no solicitation of employees or clients 6 months no work for a competitor of the Fairfax Group 6 months no work for a competitor of the Fairfax Group 6 months no work for a competitor of the Fairfax Group Gail Hambly 18 months 3 months 12 month no solicitation of employees or clients 6 months no work for a competitor of the Fairfax Group Bob Lockley 12 months 4 months 12 month no solicitation of employees or clients 6 months no work for a competitor of the Fairfax Group Jack Matthews 12 months 6 months 12 month no solicitation of employees or clients 6 months no work for a competitor of the Fairfax Group FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 23 reMUNerAtioN report 6.5 actual Remuneration of Directors The following table outlines the actual payments made to Directors during the performance year. Base Salary, Termination & Other Benefits 1,178,570 3,084,323 1,405,014 Non-executive Directors Fees Cash Bonus Superannuation 378,559 321,233 55,681 140,000 193,867 170,000 24,897 – – 153,633 40,461 164,513 40,461 165,672 49,025 155,267 150,000 202,027 200,000 120,636 – – – – – – 290,000 57,952 1,155,750 – – – – – – – – – – – 34,070 28,911 4,620 12,600 17,448 15,300 32,687 25,000 42,308 13,827 3,641 14,806 3,641 14,910 4,412 13,974 13,500 18,182 18,000 10,857 Total Excluding Shares 412,629 350,144 60,301 152,600 211,315 185,300 1,526,154 3,167,275 2,603,072 167,460 44,102 179,319 44,102 180,582 53,437 169,241 163,500 220,209 218,000 131,493 RC Corbett JB Fairfax* NJ Fairfax G Hywood B McCarthy** S McPhee S Morgan L Nicholls R Savage P Young M Anderson 2011 2010 2011 2010 2011 2010 2011 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 total remuneration: Directors 2011 2010 4,262,893 1,405,014 1,614,752 1,111,180 347,952 1,155,750 200,381 142,313 6,425,978 3,814,257 Value of Shares Vested – – – – – – – – – – – – – – – – – – – – – – Total Including shares 412,629 350,144 60,301 152,600 211,315 185,300 1,526,154 3,167,275 2,603,072 167,460 44,102 179,319 44,102 180,582 53,437 169,241 163,500 220,209 218,000 131,493 6,425,978 3,814,257 * JB Fairfax retired on 11 November 2010. ** B McCarthy ceased to be employed by Fairfax on 6 December 2010. A split of salary and termination benefits is set out in 6.7 below. 6.6 Key management personnel The following are the key management personnel for the financial year in addition to the Non-Executive Directors listed above. KMP Greg Hywood Brian Cassell Gail Hambly Title Chief Executive Officer Chief Financial Officer Group General Counsel and Company Secretary There were no changes to the key management personnel between the end of the financial year and the date of this report. 24 reMUNerAtioN report 6.7 actual Remuneration of the Executives who received the highest remuneration or are Key Management Personnel The following table outlines the actual payments made to executives during the performance year. Base Salary & Other Benefits Termination Cash Bonus Super- annuation Total Excluding Shares Value of Shares Vested Total Including Shares Performance Related Total G Hywood – Chief Executive Officer B McCarthy* – Chief Executive Officer A Browne – CEO & Publisher Australian Regional Publishing B Cassell – Chief Financial Officer M Gill** – CEO Financial Review Group G Hambly – Group General Counsel & Company Secretary R Lockley – CEO Print & Logistics J Matthews*** – CEO Metro Media 2011 2010 2011 2010 2011 2011 2010 2011 2010 2011 2010 2011 1,203,467 – 290,000 32,687 1,526,154 2011 726,541 2,357,781 57,952 25,000 3,167,274 2010 1,405,014 514,762 485,727 717,045 689,325 – – – – – 1,155,750 42,308 2,603,073 100,000 214,500 118,919 363,340 50,000 50,000 664,762 750,227 50,000 885,964 50,000 1,102,665 296,773 713,831 19,387 34,615 1,064,606 502,872 492,109 511,247 504,972 634,374 576,717 – – – – – – 162,855 273,350 126,420 242,825 350,000 250,938 61,805 59,145 50,000 51,923 727,532 824,604 687,667 799,720 53,468 1,037,842 48,297 875,952 TOTAL 2011 5,107,081 3,071,612 1,225,533 357,575 9,761,801 2010 4,153,864 – 2,500,703 301,673 6,956,241 19% 2% 52% 15% 35% 13% 39% 2% 22% 43% 18% 37% 34% 40% – – – – – – – – – – – – – – – – 1,526,154 3,167,274 2,603,073 664,762 750,227 885,964 1,102,665 1,064,606 727,532 824,604 687,667 799,720 1,037,842 875,952 9,761,801 6,956,241 All executives are employees of the Company and the Group. * B McCarthy ceased to be employed by Fairfax on 6 December 2010. ** M Gill ceased to be employed by Fairfax on 20 March 2011. *** J Matthews was appointed as CEO Metropolitan Media on 24 February 2011 having previously held the role of CEO Fairfax Digital. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 25 reMUNerAtioN report 6.8 Remuneration of Directors and Key Management Personnel as defined under the Corporations Act 2001 and Regulations (accounting treatment) DIRECTORS This table sets out remuneration which includes post employment and share based long-term incentive benefits granted during the financial year. Base Salary, Termination & Other Benefits 378,559 321,233 55,681 140,000 193,867 170,000 1,203,467 3,084,323 1,405,014 153,633 40,461 164,513 40,461 165,672 49,025 155,267 150,000 202,027 200,000 120,636 Cash Bonus – – – – – – 290,000 57,952 1,155,750 – – – – – – – – – – – Superannuation 34,070 28,911 4,620 12,600 17,448 15,300 32,687 25,000 42,308 13,827 3,641 14,806 3,641 14,910 4,412 13,974 13,500 18,182 18,000 10,857 5,877,645 2,516,194 347,952 1,155,750 200,381 142,313 Long Service Leave – – – – – – – – 57,483 – – – – – – – – – – – – 57,483 Total Excluding Shares 412,629 350,144 60,301 152,600 211,315 185,300 1,526,154 3,167,275 2,660,555 167,460 44,102 179,319 44,102 180,582 53,437 169,240 163,500 220,209 218,000 131,493 Value of Shares*** – – – – – – – (597,556) 502,909 – – – – – – – – – – – Total Including shares 412,629 350,144 60,301 152,600 211,315 185,300 1,526,154 2,569,719 3,163,464 167,460 44,102 179,319 44,102 180,582 53,437 169,240 163,500 220,209 218,000 131,493 6,425,978 3,871,740 (597,556) 502,909 5,828,422 4,374,649 RC Corbett NJ Fairfax S McPhee JB Fairfax* G Hywood B McCarthy** 2011 2010 2011 2010 2011 2010 2011 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 M Anderson 2011 total remuneration: 2011 Directors 2010 R Savage S Morgan L Nicholls P Young * JB Fairfax retired on 11 November 2010. ** B McCarthy ceased to be employed by Fairfax on 6 December 2010. *** Amount includes the amortised cost of the fair value of rights to shares issued but not yet vested. Credits relate to the reversal of the prior years amortised cost following forfeiture due to cessation of employment with Fairfax. Non-Executive Directors are not participants in any performance related share arrangements. EXECUTIVES This table sets out remuneration which includes post employment and share based long-term incentive benefits granted during the financial year. Base Salary, Termination & Other Benefits Cash Bonus Super- annuation Long Service Leave Expense Total Excluding Shares Value of Shares*** Total Including Shares G Hywood – Chief Executive Officer B McCarthy* – Chief Executive Officer 2011 2011 2010 1,203,467 3,084,323 1,405,014 290,000 57,952 1,155,750 A Browne – CEO & Publisher Australian Regional Publishing B Cassell – Chief Financial Officer 2011 2010 2011 2010 M Gill** – CEO Financial Review Group 2011 G Hambly – Group General Counsel & Company Secretary 32,687 25,000 42,308 50,000 50,000 50,000 50,000 34,615 61,805 59,145 50,000 51,923 53,468 48,297 357,575 301,673 – – 57,483 1,526,154 3,167,275 2,660,555 – 1,526,154 (597,556) 2,569,719 3,163,464 502,909 25,850 59,519 26,799 78,350 – 13,122 10,208 71,250 52,835 17,435 8,151 154,456 266,546 690,612 809,746 912,763 1,181,015 1,064,606 740,654 834,812 758,917 852,555 1,055,277 884,103 9,916,258 7,222,786 127,130 103,616 176,441 150,899 (136,331) 817,742 913,362 1,089,204 1,331,914 928,275 881,848 141,194 991,629 156,817 874,922 116,005 960,334 107,779 1,215,646 160,369 177,032 1,061,135 (12,748) 9,903,510 8,421,838 1,199,052 514,762 485,727 717,045 689,325 1,010,604 502,872 492,109 511,247 504,972 634,374 576,717 8,178,694 4,153,864 100,000 214,500 118,919 363,340 19,387 162,855 273,350 126,420 242,825 350,000 250,938 1,225,533 2,500,703 2011 2010 2011 2010 2011 2010 2011 2010 R Lockley – CEO Print & Logistics J Matthews – CEO Metro Media TOTAL 26 reMUNerAtioN report All executives are employees of the Company and the Group. * B McCarthy ceased to be employed by Fairfax on 6 December 2010. ** M Gill ceased to be employed by Fairfax on 20 March 2011. *** Amount includes the amortised cost of the fair value of rights to shares issued but not yet vested. Credits relate to the reversal of the prior years amortised cost following forfeiture due to departure. PERFORMANCE RIGHTS GRANTED TO EXECUTIVES WHO RECEIVED THE HIGHEST REMUNERATION OR ARE kEY MANAGEMENT PERSONNEL DURING THE PERFORMANCE YEAR Performance Condition(1) Number of Shares Granted(2) Fair Value per Shares(3) Maximum Value of Grant(4) G Hywood – Chief Executive Officer B McCarthy – Chief Executive Officer* A Browne – CEO & Publisher Australian Regional Publishing B Cassell – Chief Financial Officer M Gill – CEO Financial Review Group G Hambly – Group General Counsel & Company Secretary R Lockley – CEO Print & Logistics J Matthews – CEO Metro Media TSR EPS TSR EPS TSR EPS TSR EPS TSR EPS TSR EPS TSR EPS TSR EPS – – – – 117,097 117,097 157,549 157,549 100,065 100,065 117,097 117,097 97,581 97,581 133,065 133,065 $1.04 $1.40 $1.04 $1.40 $1.04 $1.40 $1.04 $1.40 $1.04 $1.40 $1.04 $1.40 $1.04 $1.40 $1.04 $1.40 – – – – $121,781 $163,936 $285,717 $163,850 $220,568 $384,418 – – $121,781 $163,936 $285,717 $101,484 $136,613 $238,096 $138,387 $186,290 $324,677 The maximum value of unvested shares in the LTI plans for FY2008, FY2009, and FY2010 is $3,172,605. The minumum total value of all unvested shares for all plan years is nil. (1) LTI shares are subject to performance hurdles that are outlined in section 6.2. Rights to LTI shares lapse where the applicable performance conditions are not satisfied on testing. As the LTI share rights only vest on satisfaction of performance conditions which are to be tested in future fiscal periods, fiscal 2011 LTI shares have not yet been forfeited or vested. (2) The grants made to Executives constituted their full LTI entitlement for fiscal 2011 and were made on 17 November 2010 subject to the terms summarised in section 6.2. (3) Fair value per LTI share was calculated by independent consultants PriceWaterhouseCoopers as at the grant date of 17 November 2010. (4) The maximum value of the grant has been estimated based on the fair value per instrument. The minimum total value of the grant is nil (this assumes none of the applicable performance conditions are met). The maximum value has been calculated to be nil for Executives who have departed during the period. 6.9 Options During the year ended 26 June 2011: • • • • no options were granted to Directors or key management personnel (2010: nil) no options held by Directors or key management personnel vested (2010: nil) no options held by Directors or key management personnel lapsed (2010: nil), and no options held by Directors or key management personnel were exercised (2010: nil). 6.10 Loans to Directors and key management personnel During the year ended 26 June 2011, there were no loans to Directors or to key management personnel (2010: nil). 6.11 Hedging Risk on Securities forming Part of Remuneration The rules of the Fairfax Employee Share Plans prohibit employees from creating any encumbrance on unvested share rights. Under the Board approved Fairfax Securities Trading Policy, the Directors and certain senior employees are not permitted to enter a financial transaction (whether through a derivative, hedge or other arrangement) which would operate to limit the economic risk of an employee’s holding of unvested Company securities which have been allocated to the employee as part of his or her remuneration. Employees who are found not to have complied with the Securities Trading Policy risk disciplinary sanctions which may include termination of employment. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 27 corporAte GoVerNANce corporAte GoVerNANce The Company’s compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 2nd edition (“ASX Recommendations”) is set out in the following table. Principle 1: Lay solid foundations for management and oversight 1.1 1.2 1.3 Establish the functions reserved to the Board and those delegated to senior executives and disclose those functions Disclose the process for evaluating the performance of senior executives Provide the information indicated in the Guide to reporting on Principle 1 Principle 2: Structure the Board to add value 2.1 2.2 2.3 2.4 2.5 2.6 A majority of the Board should be independent Directors The chair should be an independent Director The roles of chair and Chief Executive Officer should not be exercised by the same individual The Board should establish a nomination committee Disclose the process for evaluating the performance of the Board, its committees and individual Directors Provide the information indicated in Guide to reporting on Principle 2 Principle 3: Promote ethical and responsible decision making 3.1 Establish a code of conduct and disclose the code or a summary of the code as to: • • • the practices necessary to maintain confidence in the Company’s integrity the practices necessary to take into account their legal obligations and the reasonable expectations of shareholders, and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. 3.2 3.3 Establish a policy concerning trading in Company securities by Directors, senior executives and employees and disclose the policy or a summary of that policy Provide the information indicated in Guide to reporting on Principle 3 Principle 4: Safeguard integrity in financial reporting 4.1 4.2 4.3 4.4 The Board should establish an audit committee Structure the audit committee so that it: • consists of only Non-Executive Directors • consists of a majority of independent Directors • is chaired by an independent chair, who is not chair of the Board, and • has at least three members. The audit committee should have a formal charter Provide the information indicated in Guide to reporting on Principle 4 Principle 5: Make timely and balanced disclosure 5.1 5.2 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies Provide the information indicated in Guide to reporting on Principle 5 Compliance Pages                   29 20-22 20-22 30 30 30 30 30 10–14,30-31 31 34 31 32 30 32 10-14,32 32 32 28 corporAte GoVerNANce Principle 6: Respect the rights of shareholders 6.1 6.2 Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose the policy or a summary of the policy Provide the information indicated in Guide to reporting on Principle 6 Principle 7: Recognise and manage risk 7.1 7.2 7.3 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies Board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks Board should disclose whether it has received assurance from the Chief Executive (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks 7.4 Provide the information indicated in Guide to reporting on Principle 7 Principle 8: Remunerate fairly and responsibly 8.1 8.2 8.3 The Board should establish a remuneration committee Clearly distinguish the structure of Non-Executive Directors’ remuneration from that of executive Directors and senior executives Provide the information indicated in Guide to reporting on Principle 8 Compliance Pages          32 32 33 33 33 33 18 18-22 14,18,27 The key corporate governance principles of the Fairfax Group are set out below. This section of the Annual Report, which is publicly available on the Company’s website at www.fxj.com.au, contains summaries of the Fairfax Board Charter, Nomination Committee Charter, Code of Conduct, the Sustainability & Corporate Responsibility Charter, Audit and Risk Committee Charter, Charter of Audit Independence, policy on market disclosure and shareholder communications, risk management policy and securities trading policy (including policy on hedging unvested securities issued as part of remuneration). The Personnel Policy and Remuneration Committee Charter is summarised in the Remuneration Report. BOARD OF DIRECTORS The Board of Directors is responsible for the long-term growth and profitability of the Group. The Board has adopted a Board Charter which sets out the responsibilities of the Board and its structure and governance requirements. Under the Board Charter, the responsibilities of the Board are to: (a) set the strategic direction of the Fairfax Group (b) provide overall policy guidance and ensure that policies and procedures for corporate governance and risk management are in place to ensure shareholder funds are prudently managed and that the Group complies with its regulatory obligations and ethical standards (c) set and monitor performance against the financial objectives and performance targets for the Group (d) determine the terms of employment and review the performance of the Chief Executive Officer (CEO) (e) set and monitor the Group’s programs for succession planning and key executive development with the aim to ensure these programs are effective (f) approve acquisitions and disposals of assets, businesses and expenditure above set monetary limits, and (g) approve the issue of securities and entry into material finance arrangements, including loans and debt issues. Subject to the specific authorities reserved to the Board under the Board Charter, and to the authorities delegated to the Board committees, the Board has delegated to the CEO responsibility for the management and operation of the Fairfax Group. The CEO is responsible for the day-to-day operations, financial performance and administration of the Fairfax Group within the powers authorised to him from time-to-time by the Board. The CEO may make further delegation within the delegations specified by the Board and is accountable to the Board for the exercise of these delegated powers. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 29 corporAte GoVerNANce Membership of the Board and its committees at the date of this report is set out below. Director Membership Type Audit and Risk Nominations Personnel Policy and Remuneration Sustainability and Corporate Responsibility Committee Membership R Corbett G Hywood** M Anderson* N Fairfax S McPhee S Morgan L Nicholls R Savage P Young Independent Chair CEO Independent Non-Independent Independent Independent Independent Independent Independent Member Chair Member Member – – – – Member Member – – Chair – – – – – Member Member – Member – Member – – Chair Member – Member Chair Member – – – – * Mr Anderson was appointed to the Board on 2 September 2010. ** Mr Hywood’s appointment to the Board is effective 4 October 2010. Mr Hywood was appointed as interim CEO on 7 December 2010 and as ongoing CEO on 7 February 2011. The qualifications and other details of each member of the Board are set out on pages 10-11 of this report. Except for the Chief Executive Officer and Mr Nicholas Fairfax, all Directors (including the Chair) are considered by the Board to be independent, Non-Executive Directors. The Constitution authorises the Board to appoint Directors to vacancies and to elect the Chair. One third of Directors (excluding the Chief Executive Officer and a Director appointed to fill a casual vacancy and rounded down to the nearest whole number) must retire at every Annual General Meeting. Other than the Chief Executive Officer, no Director may remain in office for more than three years or the third annual general meeting following appointment without resigning and being re-elected. Any Director appointed by the Board must stand for election at the next general meeting of shareholders. Any Director may seek independent professional advice at the Company’s expense. Prior approval by the Chair is required, but approval must not be unreasonably withheld. The Board has a Nominations Committee which reviews potential Board candidates when necessary. The Committee is comprised of Non-Executive Directors, the majority of whom are independent. The Committee may seek expert external advice on suitable candidates. The Board has adopted a formal Nominations Committee Charter. Under the Charter, the purpose of the Committee is to identify individuals qualified to become Board members and recommend them for nomination to the Board and its Committees; to ensure Board members’ performance is reviewed regularly and to recommend changes from time to time to ensure the Board has an appropriate mix of skills and experience. The Committee uses the following principles to recommend candidates and provide advice and other recommendations to the Board: • • a majority of the Directors and the Chair should be independent, and the Board should represent a broad range of expertise consistent with the Company’s strategic focus. Duties of the Nominations Committee include: • making recommendations to the Board on the size and composition of the Board • • • • identifying and recommending individuals qualified to be Board members, taking into account such factors as it deems appropriate identifying Board members qualified to fill vacancies on the Committees recommending the appropriate process for the evaluation of the performance of each director and the Board, and other duties delegated to it from time to time relating to nomination of Board or Committee members or corporate governance. The Board conducts a review of its structure, composition and performance annually. The Board may seek external advice to assist in the review process. During this financial year a formal review of Board performance was conducted by the Chairman. 30 corporAte GoVerNANce INDEPENDENT DIRECTORS Under the Board Charter, the majority of the Board and the Chair must be independent. A Director must notify the Company about any conflict of interest, potential material relationship with the Company or circumstance relevant to his/her independence. Directors have determined that all Directors except the Chief Executive Officer and Mr Nicholas Fairfax, are independent. In assessing whether a Director is independent, the Board has considered Directors’ obligations to shareholders, the requirements of applicable laws and regulations, criteria set out in the Board Charter and the ASX Recommendations. The Board has not set specific materiality thresholds, considering it more effective to assess any relationship on its merits on a case-by-case basis, and where appropriate, with the assistance of external advice. The ASX Recommendations, in summary, state that the Board should consider whether the Director: • is a substantial shareholder or officer or associated with a substantial shareholder of the Company • was employed in an executive capacity by the Group within the last three years • within the last three years, was a principal of a material professional adviser or a material consultant or an employee materially associated with a service • • is, or is associated with a material supplier or customer of the Group, and has a material contractual relationship with the Group other than as a Director. Mr Nicholas Fairfax is associated with Marinya Media, a substantial shareholder. On this basis, the Board has concluded that, given the shareholding criteria in the ASX Recommendations, he is not an independent Director. Although Mr Sam Morgan was employed as the CEO of Trade Me until January 2008, and as an advisory board member to Trade Me until March 2009, after consideration of all circumstances relevant to Mr Morgan’s position, the Directors have determined that he is independent. CODE OF CONDUCT All Directors, managers and employees are required to act honestly and with integrity. The Company has developed and communicated to all employees and Directors the Fairfax Code of Conduct. The Code assists in upholding ethical standards and conducting business in accordance with applicable laws. The Code also sets out the responsibility of individuals for reporting Code breaches. The Fairfax Code of Conduct aims to: • • • • provide clear guidance on the Company’s values and expectations while acting as a representative of Fairfax promote minimum ethical behavioural standards and expectations across the Group, all business units and locations offer guidance for shareholders, customers, readers, suppliers and the wider community on our values, standards and expectations, and what it means to work for Fairfax raise employee awareness of acceptable and unacceptable behaviour and provide a means to assist in avoiding any real or perceived misconduct. Supporting the Code of Conduct is the Company’s range of guidelines and policies. These policies are posted on the Company intranet, are communicated to employees at the time of employment and are reinforced by training programs. The Code of Conduct is a set of general principles relating to employment with Fairfax, covering the following areas: • • business integrity – conducting business with honesty, integrity and fairness; reporting concerns without fear of punishment; making public comments about the Company and disclosing real or potential conflicts of interest professional practice – dealings in Fairfax shares; disclosing financial interests; protecting Company assets and property; maintaining privacy and confidentiality; undertaking employment outside Fairfax; personal advantage, gifts and inducements, recruitment and selection; and Company reporting • health, safety and environment • Equal Employment Opportunity and anti-harassment • • compliance with Company policies, and implementation of and compliance with the Code of Conduct. The Code of Conduct is to be read in conjunction with the codes of ethics for each masthead and the other Fairfax policies as amended from time to time. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 31 corporAte GoVerNANce AUDIT AND RISk COMMITTEE The Audit and Risk Committee operates in accordance with a Charter which sets out its role and functions. In summary, the Committee’s role is to advise and assist the Board on the establishment and maintenance of a framework of risk management, internal controls and ethical standards for the management of the Fairfax Group and to monitor the quality and reliability of financial information for the Group. To carry out this role, the Committee: • • • recommends to the Board the appointment of the external auditor, reviews its performance, independence and effectiveness, approves the auditor’s fee arrangements and enforces the Company’s Charter of Audit Independence ensures that appropriate systems of control are in place to effectively safeguard the value of assets ensures accounting records are maintained in accordance with statutory and accounting requirements • monitors systems designed to ensure financial statements and other information provided to shareholders is timely, reliable and accurate • • • formulates policy for Board approval and oversees key finance and treasury functions formulates and oversees an effective business risk plan ensures appropriate policies and procedures are in place for compliance with all legal, regulatory and ASX requirements • monitors compliance with regulatory and ethical requirements • • • reviews the external audit process with the external auditor, including in the absence of management reviews the performance of internal audit reviews and approves the internal audit plan and receives summaries of significant reports by internal audit • meets with the Internal Audit Manager including in the absence of management if considered necessary, and • does anything else it considers necessary to carry out the above functions. Under its Charter, all members of the Committee must be Non-Executive Directors. Executives may attend by invitation. The Chair of the Committee is required to be independent and have relevant financial expertise and may not be the Chair of the Board. The members of the Audit and Risk Committee and details of their attendance at Committee meetings are set out on page 14. The Chair of the Committee may, at the Company’s expense, obtain external advice, or obtain assistance and information from officers of the Group, or engage other support as reasonably required from time to time. CHARTER OF AUDIT INDEPENDENCE The Board has also adopted a Charter of Audit Independence. The purpose of this Charter is to provide a framework for the Board and management to ensure that the external auditor is both independent and seen to be independent. The purpose of an independent statutory audit is to provide shareholders with reliable and clear financial reports on which to base investment decisions. The Charter sets out key commitments by the Board and procedures to be followed by the Audit and Risk Committee and management aimed to set a proper framework of audit independence. To promote audit quality and effective audit service by suitably qualified professionals, the Board ensures that the auditor is fairly rewarded for the agreed scope of the statutory audit and audit-related services. The auditor is required to have regular communications with the Committee, at times without management present. Audit personnel must be appropriately trained, meet the required technical standards and maintain confidentiality. Restrictions are placed on non-audit work performed by the auditor. Non-audit fees above a fixed level may not be incurred without the approval of the Chair of the Audit and Risk Committee. The Company requires the rotation of the lead audit partner and the independent review partner for the Company at least every five years. The Committee requires the auditor to confirm annually that it has complied with all professional regulations and guidelines issued by the Australian accounting profession relating to auditor independence. The auditor must also confirm that neither it nor its partners has any financial or material business interests in the Company outside of the supply of professional services. MARkET DISCLOSURE AND SHAREHOLDER COMMUNICATIONS The Company has a Market Disclosure Policy which sets out requirements aimed to ensure full and timely disclosure to the market of material issues relating to the Group to ensure that all stakeholders have an equal opportunity to access information. The Policy reflects the ASX Listing Rules and Corporations Act continuous disclosure requirements. The Market Disclosure Policy requires that the Company notify the market, via the ASX, of any price sensitive information (subject to the exceptions to disclosure under the Listing Rules). Information is price sensitive if a reasonable person would expect the information to have a material effect on the price or value of the Company’s securities or if the information would, or would be likely to, influence investors in deciding whether to buy, hold or sell Fairfax securities. The Chief Executive Officer, Chief Financial Officer, General Manager Investor Relations and Group General Counsel/Company Secretary are designated as Disclosure Officers who are responsible for reviewing potential disclosures and deciding what information should be disclosed. Only the Disclosure Officers may authorise communications on behalf of the Company to the ASX, media, analysts and investors. This safeguards the premature exposure of confidential information and aims to ensure proper disclosure is made in accordance with the law. ASX and press releases of a material nature must be approved by a Disclosure Officer. The Disclosure Officers, in conjunction with the Chair of the Board are authorised to determine whether a trading halt will be requested from the ASX to prevent trading in an uninformed market. 32 corporAte GoVerNANce The onus is on all staff to inform a Disclosure Officer of any price sensitive information as soon as becoming aware of it. The Executive Leadership Team is responsible for ensuring staff understand and comply with the policy. As well as its Listing Rules and statutory reporting obligations, the Company actively encourages timely and ongoing shareholder communications. To ensure ready access for shareholders to information about the Company, Company announcements, annual reports, analyst and investor briefings, financial results and other information useful to investors such as press releases are placed on the Company’s website at www.fxj.com.au as soon as practical after their release to the ASX. Several years’ worth of historical financial information is available on the website. The results briefings given to analysts by senior management are webcast on the website. The full text of notices of meetings and the accompanying explanatory materials are posted on the website for each Annual General Meeting. The Chair’s and the Chief Executive Officer’s addresses, proxy counts and results of shareholder resolutions at the meeting are also posted on the website. At the Annual General Meeting, shareholders are encouraged to ask questions and are given a reasonable opportunity to comment on matters relevant to the Company. The external auditor attends the Annual General Meeting and is available to answer shareholder questions about the audit and the audit report. RISk MANAGEMENT AND INTEGRITY OF FINANCIAL REPORTING The Board oversees the development of a risk management and internal compliance and control system. The system seeks to provide a consistent approach to identifying, assessing, and reporting risks, whether they are related to Company performance, reputation, safety, environment, internal control, compliance or other risk areas. Key aspects of the Company’s risk management and internal compliance and control system are summarised as follows: • • • • risks are assessed at least annually and revised periodically for each division through the business planning, budgeting, forecasting, reporting, internal audit and performance management processes the Board, through the Audit and Risk Committee, receives regular reports from management (and independent advisers where appropriate) on key risk areas such as treasury, health safety and environment, regulatory compliance, taxation, finance and internal audit and the effectiveness of the risk management system formal risk assessments are required as part of business case approvals for one-off projects or initiatives of a significant nature. Project teams are responsible for managing the risks identified under the direction of the Audit and Risk Committee, Internal Audit conducts a program of internal process control reviews over key areas, based on their importance to the Company, and provides assurance over the internal control assessments undertaken by management. The Company’s risk framework is overseen and monitored by both the Board and the Audit and Risk Committee. As part of the risk framework, specific policies and approval processes have been developed to cover key risk areas such as material investments and contracts, treasury, capital expenditure approval, occupational health and safety and environmental processes. The Company’s Internal Audit function comprises the Internal Audit Managers and a team of professionals who work through a schedule of prioritised risk areas across all the major business units to provide an independent risk assessment and evaluation of operating and financial controls. The Internal Audit function is independent from the external auditor and the Internal Audit Managers may meet with the Audit and Risk Committee in the absence of management. Internal Audit reports its results to each meeting of the Audit and Risk Committee and the Internal Audit Managers attend the meetings. The Board has received written assurances from the Chief Executive and the Chief Financial Officer that in their opinion: (a) (b) the financial statements and associated notes comply in all material respects with the accounting standards as required by the Corporations Act 2001 the financial statements and associated notes give a true and fair view, in all material respects, of the financial position as at 26 June, 2011, and performance of the Company and Consolidated Entity for the period then ended as required by the Corporations Act 2001 (c) there are reasonable grounds to believe the Company will be able to pay its debts as and when they become due and payable (d) the financial records of the Company have been properly maintained in accordance with the Corporations Act 2001 (e) the statements made above regarding the integrity of the financial statements are founded on a sound system of financial risk management and internal compliance and control which, in all material respects, implements the policies adopted by the Board (f) the risk management and internal compliance and control systems of the Company and Consolidated Entity relating to financial reporting compliance and operations objectives are operating efficiently and effectively, in all material respects. Management has reported to the Board as to the effectiveness of the Company’s management of its material business risks (g) subsequent to 26 June 2011, no changes or other matters have arisen that would have a material effect on the operation of the risk management and internal compliance and control systems of the Company and Consolidated Entity. These statements to the Board are underpinned by the requirement for appropriate senior executives to provide a signed letter of representation addressed to the Chief Executive Officer and Chief Financial Officer verifying material issues relating to the executive’s areas of responsibility and disclosing factors that may have a material effect on the financial results or operations of the Group. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 33 corporAte GoVerNANce REMUNERATION Information about the Board’s Personnel Policy and Remuneration Committee (PPRC), the PPRC Charter, the Company’s remuneration policies for Non-Executive Directors and the remuneration of the CEO and senior executives is set out in the Remuneration Report beginning on page 17. TRADING IN COMPANY SECURITIES Directors must not trade directly or indirectly in Fairfax securities while in possession of price sensitive information. Price sensitive information is information which has not been made public, usually about the Group or its intentions, which a reasonable person would expect to have a material effect on the price or value of Fairfax securities or which would be likely to influence an investment decision in relation to the securities. The Fairfax Securities Trading Policy regulates dealings by Directors and certain senior employees (“Designated People”) in Fairfax securities (including shares, convertible notes derivatives and options). The purpose of the Policy is to ensure that Designated People comply with the legal and company-imposed restrictions on trading in securities whilst in possession of unpublished price sensitive information. The Policy sets out blackout periods when no trading is to be undertaken and a process for authorisation of trading at other times. Designated People means the Directors, CEO, Company Secretary, those employees who report directly to the CEO and those employees who are notified that they are subject to the Policy. A Designated Person must not trade in breach of the Policy either directly or indirectly through another entity, such as a partner, child, nominee or controlled company acting on his/her behalf. Under the Policy, Designated People are prohibited from trading in Fairfax securities without approval under the Policy or when in possession of price-sensitive information about Fairfax. In addition, Designated People must not tip anyone else on Fairfax securities, engage in short term speculative trading in Fairfax securities or trade in Fairfax derivatives. Black-out periods occur before the announcement of the half-yearly and annual results, other trading updates and the Annual General Meeting. During black-out periods Designated People will not be authorised to trade. Before trading outside black-out periods, Directors must obtain approval from the Chair (or the chairman of the Audit and Risk Committee for approvals for the Chair to trade). Other Designated People must obtain approval from the Company Secretary who will consult with the Chair. Each Director must notify the Company Secretary of any change in the Director’s interest in Fairfax securities so as to ensure compliance with the disclosure requirements of the ASX Listing Rules. The Policy prohibits Designated People from entering into any financial transactions that operate to limit the economic risk of unvested Fairfax securities which have been allocated to an employee as part of his/her remuneration, prior to the securities vesting. Any breach of this prohibition risks disciplinary sanctions. SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE In 2011, the Board established a Sustainability and Corporate Responsibility Committee and adopted a supporting Charter. The primary purpose of the Committee is to advise and assist the Board in setting an overall direction for the Company’s commitment to building a long term future, which includes operating its business responsibly, ethically and sustainably (including financial, environmental and otherwise). To fulfil this purpose, the Committee’s role includes: 1. 2. 3. 4. 5. 6. 7. 8. 9. providing strategic leadership to the Board and management in overseeing the development and implementation of a sustainability and corporate social responsibility (CSR) strategy and related policies fostering a workplace culture which values sustainable and socially responsible business practices identifying and monitoring current and emerging CSR trends, risks and opportunities and ensuring that the Board is kept up to date with market and investor expectations on CSR activities considering and endorsing proposals by management to enhance the Group’s CSR profile, reputation and activities ensuring the Board, employees, the investment community and other stakeholders are kept properly informed of the Group’s CSR initiatives and performance overseeing the Group’s compliance with corporate governance and legal requirements in relation to CSR issues and related reporting ensuring that executives are remunerated having regard to performance metrics that recognise both tangible and intangible value creation dealing with such matters as the Committee deems necessary to carry out the functions set out above including interaction with other Board Committees where appropriate, and reviewing the adequacy of this Charter in light of emerging CSR trends and obligations and making recommendations to the Board for approval. The Committee’s membership and Chair are determined by the Board from time to time and must consist of at least three Directors, not more than one of whom will be an executive Director. Other Directors are entitled to attend the Committee meetings. The members of the Sustainability and Corporate Social Responsibility Committee, and details of their attendance at Committee meetings, are set out on page 14. In order to carry out the Committee’s duties, the Chair of the Committee is authorised (at the Company’s expense) to engage external advice, obtain assistance and information from officers of the Group and engage such other support as is reasonably required from time to time. 34 MANAGeMeNt DiscUssioN AND ANALYsis report TRADING OVERVIEW Trading conditions during the 2012 financial year followed two very distinct patterns. Until November 2010 we saw a reasonably strong economy with advertising revenues growing and in turn, our profitability improving. In early November 2010, the Reserve Bank of Australia increased interest rates for the seventh time in a thirteen month period. This action, combined with the increased margins that lenders were overlaying on the increase, coincided with an almost immediate negative impact on consumer confidence and spending, events that have been widely reported over the past twelve months. With a stronger economy in the first half, we reported both revenue and earnings before interest and tax up 3% and 8% respectively and a profit after tax and Stapled Preference Share dividend up 15% to $165.4 million. Revenue grew across all our business segments and costs were kept well under control. As economic conditions in our major Australian markets remained soft in the second half, we experienced continuing weakness in advertising demand and subsequently saw a decrease in revenues during the period. Compared to the corresponding second half last year, our underlying results saw revenue decline 5% and due to the high fixed cost nature of our publishing business, EBIT decline 21%. Further disrupting trading activity during the second half was the Christchurch earthquake in February 2011. The Christchurch Press is our second largest daily newspaper in New Zealand. Our New Zealand staff has performed magnificently during what has been a very stressful period and even with all the damage to that city and its infrastructure, we did not miss an issue. Obviously the Christchurch economic situation is considerably weakened and this has had a flow through effect into the whole New Zealand economy. On an underlying trading basis for the year, revenue was in line with last year, EBIT fell 6% and a profit after tax and Stapled Preference Share of $274 million was reported, 1.8% below last year. Non recurring restructure and redundancy costs were incurred with some benefit realised during the year and the full impact of the savings to be achieved in subsequent years. The downturn in trading also resulted in a non cash write down of the carrying value of the Group’s Intangible Assets. These non recurring costs amounted to an after tax charge of $675 million in the year. Including these non recurring costs, the net loss attributable to members of the Company was $400.9 million. FINANCIAL POSITION A key feature of our business is the strong free cash flow generation. This was again a highlight this year with net cash inflow from trading activities increasing 8% to $624 million. After capital expenditure of $58 million, dividends paid of $87 million and the redemption of the Stapled Preference Shares for $300 million in April 2011, we effectively decreased our net debt by over $247 million during the year. Net debt for covenant purposes was $1488 million at year end, well within all covenant limits. We have substantial headroom, irrespective of any proceeds from the potential sale of our Radio assets or the possible Initial Public Offering of a portion of the Trade Me digital business announced in August 2011. Since 2008 we have successfully reduced the net debt by $1.3 billion. Even taking into consideration the $600 million rights issue in March 2009, our strong free cash flow allowed us to reduced debt by over $700 million in the same period. Shareholders should also be aware that we do not face any short to medium term refinancing risk. Our scheduled debt repayments in fiscal 2012 are covered by $987 million of cash on deposit and undrawn committed facilities plus free cash flow that will be generated during the year. Indeed, we have already repaid $167 million Medium Term Note facility from existing cash reserves. The strength of our cash flows and financial position can best be demonstrated by the graphs below. FREE CASH FLOW GENERATED (EBITDA less cash interest, tax and capital expenditure payments) $395.3 $432.8 $357.0 $249.4 460 410 360 310 260 210 160 110 60 10 2008 2009 2010 2011 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 35 MANAGeMeNt DiscUssioN AND ANALYsis report MINIMAL REFINANCING RISk Drawn Committed Debt Facilties by financial year Chullora Financing US Private Placement II NZ$ Facility A$ Domestic MTN A$ Bank Syndication US Private Placement III Eurobond Issue AUD$m 1000 750 500 250 0 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2012 maturities covered by A$987 million of cash on deposit and undrawn committed facilities plus free cash flow generated from business operations (excludes asset sales proceeds). FINANCIAL POSITION Following balance date, directors have declared a final dividend of 1.5 cents per ordinary share, fully franked. Combined with the interim dividend of 1.5 cents, this brings the total dividend paid to 3.0 cents for the year. The Dividend Reinvestment Plan was not in operation for the payment of these dividends. The dividend payments are slightly above the Board Policy announced in December 2008 whereby the dividend payout ratio is approximately 20% until trading performance and credit metrics were improved. The Board continually assesses the level of the dividend payout ratio in light of strengthening financial position, trading conditions and capital requirements. RECONCILIATION OF STATUTORY TO UNDERLYING PERFORMANCE Total revenue Associate profits Expenses Operating EBitDa Net (loss)/profit attributable to members of the Company SPS dividend (net of tax) Net (loss)/profit after tax and SPS dividend (Loss)/earnings per share As reported Significant items Underlying trading performance 26 June 2011 $’000 27 June 2010 $’000 26 June 2011 $’000 27 June 2010 $’000 26 June 2011 $’000 27 June 2010 $’000 2,465,541 2,482,373 3,362 2,226 2,549,588 1,845,543 (80,685) 639,056 – – 688,129 (688,129) – – – – 2,465,541 2,482,373 3,362 2,226 1,861,459 1,845,543 607,444 639,056 (390,861) 10,034 282,115 11,780 (674,674) (8,359) – – 283,813 10,034 290,474 11,780 (400,895) 270,335 (674,674) (8,359) 273,779 278,694 (17.0) 11.5 11.6 11.8 Refer to Note 4 of the Financial Statements for further breakdown of the significant items reported during the year. RECONCILIATION OF TRADING TO OPERATING CASH FLOW Cash flow from trading activities Interest received Finance costs and income tax paid Net cash flow from operating activities 36 26 June 2011 $’000 27 June 2010 $’000 624,280 575,485 9,856 (202,711) 431,425 7,968 (133,834) 449,619 FAiRFAx mEdiA LimiTEd AcN 008 663 161 annual financial report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Cash Flow Statement Consolidated Statement of Changes in Equity Inventories Income tax expense Notes to the Financial Statements 1. Summary of significant accounting policies 2. Revenues 3. Expenses 4. Significant items 5. 6. Dividends paid and proposed 7. Receivables 8. 9. Assets held for sale 10. Held to maturity investments 11. Investments accounted for using the equity method 12. Available for sale investments 13. Intangible assets 14. Property, plant and equipment 15. Derivative financial instruments 16. Deferred tax assets and liabilities 17. Payables 18. Interest bearing liabilities 19. Provisions 20. Pension assets and liabilities 21. Other financial assets 22. Contributed equity 23. Reserves 24. Retained profits 25. Non-controlling interest 26. Earnings per share 27. Commitments 28. Contingencies 29. Controlled entities 30. Acquisition and disposal of controlled entities 31. Business combinations 32. Employee benefits 33. Remuneration of auditors 34. Director and executive disclosures 35. Related party transactions 36. Notes to the cash flow statement 37. Financial and capital risk management 38. Segment reporting 39. Parent entity information 40. Events subsequent to balance sheet date Directors’ Declaration 38 39 40 41 42 44 58 59 60 60 61 62 63 63 63 64 66 66 70 72 75 76 77 79 80 82 83 85 87 87 88 88 89 90 95 96 97 98 99 101 102 103 111 114 114 115 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 37 coNsoLiDAteD iNcoMe stAteMeNt FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Revenue from operations Other revenue and income Total revenue and income Note 2(A) 2(B) 26 June 2011 $’000 27 June 2010 $’000 2,463,413 2,476,775 13,095 13,541 2,476,508 2,490,316 Share of net profits of associates and joint ventures 11(C) 3,362 2,226 Expenses from operations excluding impairment, depreciation, amortisation and finance costs Depreciation and amortisation Impairment of intangibles, investments and property, plant and equipment Finance costs Net (loss)/profit from operations before income tax expense Income tax expense Net (loss)/profit from operations after income tax expense Net (loss)/profit is attributable to: Non-controlling interest Owners of the parent Earnings per share (cents per share) Basic (loss)/earnings per share (cents per share) Diluted (loss) /earnings per share (cents per share) 3(A) 3(B) 3(C) 5 (1,894,537) (1,839,107) (114,351) (655,051) (119,009) (303,078) (86,589) (113,623) (6,436) (135,911) 397,465 (115,088) (389,667) 282,377 25 1,194 262 (390,861) 282,115 (389,667) 282,377 26 26 (17.0) (17.0) 11.5 11.0 The above Consolidated Income Statement should be read in conjunction with the accompanying Notes. 38 coNsoLiDAteD stAteMeNt oF coMpreHeNsiVe iNcoMe FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Net (loss)/profit from operations after income tax expense Other comprehensive income Changes in fair value of available for sale financial assets Actuarial gain/(loss) on defined benefit plans Changes in fair value of cash flow hedges Changes in value of net investment hedges Exchange differences on translation of foreign operations Income tax on items of other comprehensive income Other comprehensive income for the period, net of tax 26 June 2011 $’000 27 June 2010 $’000 (389,667) 282,377 (1,606) 1,385 (13,894) 13,148 (92,043) (787) (93,797) 2,082 (986) 4,522 (4,272) 34,356 (1,302) 34,400 total comprehensive income for the period (483,464) 316,777 total comprehensive income is attributable to: Non-controlling interest Owners of the parent 1,194 262 (484,658) 316,515 (483,464) 316,777 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 39 coNsoLiDAteD BALANce sHeet FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES AS AT 26 JUNE, 2011 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Assets held for sale Held to maturity investments Other financial assets total current assets NON-CURRENT ASSETS Receivables Investments accounted for using the equity method Available for sale investments Intangible assets Property, plant and equipment Derivative assets Deferred tax assets Pension assets Other financial assets total non-current assets total assets CURRENT LIABILITIES Payables Interest bearing liabilities Derivative liabilities Provisions Current tax liabilities total current liabilities NON-CURRENT LIABILITIES Interest bearing liabilities Derivative liabilities Deferred tax liabilities Provisions Pension liabilities Other non-current liabilities total non-current liabilities total liabilities NET ASSETS EQUITY Contributed equity Reserves Retained profits total parent entity interest Non-controlling interest TOTAL EQUITY Note 36(B) 7 8 9 10 21 7 11 12 13 14 15 16(A) 20(A) 21 17 18 15 19 18 15 16(A) 19 20(A) 22 23 24 25 26 June 2011 $’000 27 June 2010 $’000 207,137 371,742 38,967 4,975 – 3,686 117,872 390,375 38,043 5,257 11,591 – 626,507 563,138 2,268 33,322 2,633 3,020 43,585 4,239 5,260,108 5,942,781 722,346 778,621 27,839 10,512 260 14,833 44,352 11,774 – 2,575 6,074,121 6,830,947 6,700,628 7,394,085 279,669 666,785 80,200 140,810 46,477 276,580 269,672 12,567 109,948 54,849 1,213,941 723,616 865,247 106,534 21,815 50,396 3,595 392 1,208,789 85,093 16,374 48,006 4,800 669 1,047,979 1,363,731 2,261,920 2,087,347 4,438,708 5,306,738 4,646,248 4,942,677 (226,294) 11,764 (127,128) 481,978 4,431,718 5,297,527 6,990 9,211 4,438,708 5,306,738 The above Consolidated Balance Sheet should be read in conjunction with the accompanying Notes. 40 coNsoLiDAteD cAsH FLoW stAteMeNt FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Dividends and distributions received Finance costs paid Net income taxes paid Net cash inflow from operating activities Cash flows from investing activities Payment for earn outs and purchase of controlled entities, associates and joint ventures (net of cash acquired) Payment for purchase of businesses, including mastheads Payment for property, plant, equipment and software Proceeds from sale of property, plant and equipment Proceeds from sale of investments and other assets Loans advanced to other parties Loans repaid by other parties Payment for convertible notes Repayment of convertible notes Note 26 June 2011 $’000 27 June 2010 $’000 2,721,399 2,661,927 (2,099,784) (2,089,172) 9,856 2,665 7,968 2,730 (120,761) (126,064) (81,950) (7,770) 36(A) 431,425 449,619 (11,998) (15,807) (57,461) 3,897 1,820 (20,820) 2,311 – 100 (7,447) (1,574) (80,375) 8,845 6,554 – 15,308 (1,400) – Net cash outflow from investing activities (97,958) (60,089) Cash flows from financing activities Payment for repurchase of Stapled Preference Shares Payment for purchase of non-controlling interests in subsidiaries Payment for shares acquired by employee share trust Share issue costs Proceeds from borrowings and other financial liabilities Repayment of borrowings and other financial liabilities Payment of facility fees Dividends and distributions paid to shareholders including SPS* Dividends paid to non-controlling interests in subsidiaries Net cash outflow from financing activities Net increase in cash and cash equivalents held Cash and cash equivalents at beginning of the financial year Effect of exchange rate changes on cash and cash equivalents (300,000) (7,865) (4,666) – 281,591 (120,335) (2,870) (85,511) (1,070) – – – (46) 1,631 (300,076) – (41,770) (372) (240,726) (340,633) 92,741 117,872 (3,476) 48,897 69,124 (149) Cash and cash equivalents at end of the financial year 36(B) 207,137 117,872 * Total cash dividends for the current year totalled $85.5 million (2010: $41.8 million); this includes $17.3 million (2010: $15.9 million) made to stapled preference shareholders (SPS). Total SPS distributions during the period were $19.8 million, $2.5 million of which has been classified in finance costs paid. This is consistent with the reclassification of the SPS from equity to debt during the period, prior to being repurchased on 29 April 2011. The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying Notes. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 41 l a t o T y t i u q e 0 0 0 $ ’ - n o N t s e r e t n i g n i l l o r t n o c i d e n a t e R i s g n n r a e l a t o T l a r e n e G e v r e s e r - e r a h S d e s a b e v r e s e r t n e m y a p t e N e g d e h e v r e s e r e g d e h e v r e s e r t n e m t s e v n i w o fl h s a C i n g e r o F y c n e r r u c t e s s A e v r e s e r e v r e s e r e v r e s e r y t i u q e l n o i t a s n a r t n o i t i s u q c A i n o i t a u a v e r l t d e u b i r t n o C 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ ) 5 2 e t o N ( ) 4 2 e t o N ( s e v r e s e r ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 2 2 e t o N ( s e v r e s e R Y t i U q e N i s e G N A H c F o t N e M e t A t s D e t A D i L o s N o c 42 1 1 0 2 , E N U J 6 2 d E d N E d O R E P i E H T R O F i i S E T T N E d E L L O R T N O c d N A d E T m i L A d E m x A F R A F i i i 8 3 7 , 6 0 3 , 5 1 1 2 , 9 8 7 9 , 1 8 4 ) 8 2 1 , 7 2 1 ( ) 7 6 6 , 9 8 3 ( 4 9 1 , 1 ) 1 6 8 , 0 9 3 ( – ) 7 9 7 , 3 9 ( – 7 6 9 ) 4 6 7 , 4 9 ( ) 4 6 4 , 3 8 4 ( 4 9 1 , 1 ) 4 9 8 , 9 8 3 ( ) 4 6 7 , 4 9 ( ) 0 7 0 , 1 ( ) 0 7 0 , 1 ( 3 8 8 3 8 8 ) 5 6 8 , 7 ( ) 8 2 2 , 3 ( – 0 0 2 , 5 ) 0 0 0 , 0 0 3 ( ) 6 6 6 , 4 ( 0 0 4 , 1 2 7 8 , 1 – – – – – – – – – – – – – – – ) 1 1 5 , 5 8 ( 1 9 1 , 5 – – ) 1 1 5 , 5 8 ( 1 9 1 , 5 – – – – ) 7 3 6 , 4 ( – 0 0 2 , 5 – – 2 7 8 , 1 – – – ) 7 3 8 , 6 ( ) 7 3 8 , 6 ( ) 6 6 5 , 4 8 3 ( ) 5 1 4 , 3 ( ) 0 2 3 , 0 8 ( ) 2 0 4 , 4 ( ) 7 3 8 , 6 ( 2 7 8 , 1 – – – – – – – – – – – 9 9 0 , 5 ) 7 3 0 , 4 ( 6 4 9 , 0 1 ) 9 6 9 , 0 4 1 ( – – – – – – – – – – – – – 2 7 8 , 1 – – – 4 0 2 , 9 ) 6 2 7 , 9 ( ) 5 1 9 , 2 9 ( 4 0 2 , 9 ) 6 2 7 , 9 ( ) 5 1 9 , 2 9 ( – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – ) 7 3 6 , 4 ( 0 0 2 , 5 – – – – – 3 6 5 3 3 8 , 1 , 7 7 6 2 4 9 , 4 0 1 0 2 e n u J 8 2 t a e c n a l a B – ) 7 2 3 , 1 ( ) 7 2 3 , 1 ( – – – – – – – – – – – – – – – – – – – – – 7 3 8 , 6 ) 0 0 0 , 0 0 3 ( – ) 6 6 6 4 ( , 0 0 4 , 1 e h t r o f e m o c n i i e v s n e h e r p m o c l a t o t d o i r e p e m o c n i i e v s n e h e r p m o c r e h t O d o i r e p e h t r o f t fi o r p / ) s s o L ( r i e h t n i s r e n w o h t i w s n o i t c a s n a r t : s r e n w o s a y t i c a p a c l s r e d o h e r a h s o t d a p i s d n e d v D i i t s e r e t n i g n i l l o r t n o c - n o n f o n o i t i s u q c A i s e i t i t n e d e l l o r t n o c f o n o i t i s u q c A i d e n w o y l l o h w t o n n o n o i t p o t u p f o n o i t i n g o c e R t s e r e t n i g n i l l o r t n o c - n o n S P S f o e s a h c r u p e R s e v r e s e r o t d e r r e f s n a r t s t s o c e u s s i S P S y t i u q e n i y l t c e r i d i d e s n g o c e r t fi e n e b x a T x a t f o t e n , s t n e m y a p d e s a b e r a h S e e y o p m e l r e d n u d e r i u q c a s e r a h S e m e h c s e v i t n e c n i i i s e i r a d s b u s n i s t s e r e t n i g n i l l o r t n o c - n o n o t d a p i s d n e d v D i i i d n e d v d S P S i f o t c e f f e x a T ) 9 2 4 , 6 9 2 ( s r e n w o h t i w s n o i t c a s n a r t l a t o t 8 0 7 , 8 3 4 , 4 0 9 9 , 6 4 6 7 , 1 1 ) 4 9 2 , 6 2 2 ( ) 7 3 8 , 6 ( 1 7 9 , 6 7 6 1 , 5 0 2 2 , 1 ) 4 8 8 , 3 3 2 ( 3 6 5 6 0 5 , 8 4 2 6 4 6 , 4 1 1 0 2 e n u J 6 2 t a e c n a l a B i . s e t o N g n y n a p m o c c a e h t h t i w n o i t c n u n o c j n i d a e r e b l d u o h s y t i u q E n i s e g n a h C f o t t n e m e a S d e t t a d i l o s n o C e v o b a e h T l a t o T y t i u q e 0 0 0 ’ $ - n o N t s e r e t n i g n i l l o r t n o c d e n i a t e R s g n i n r a e l a t o T l a r e n e G e v r e s e r - e r a h S d e s a b e v r e s e r t n e m y a p t e N e g d e h e v r e s e r e g d e h e v r e s e r t n e m t s e v n i w o fl h s a C n g i e r o F y c n e r r u c e v r e s e r e v r e s e r e v r e s e r y t i u q e n o i t a l s n a r t n o i t i s i u q c A n o i t a u l a v e r d e t u b i r t n o C t e s s A 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ 0 0 0 ’ $ ) 5 2 e t o N ( ) 4 2 e t o N ( s e v r e s e r ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 2 2 e t o N ( s e v r e s e R 8 3 7 , 6 0 3 , 5 1 1 2 , 9 8 7 9 , 1 8 4 ) 8 2 1 , 7 2 1 ( 9 9 0 , 5 ) 7 3 0 , 4 ( 6 4 9 , 0 1 ) 9 6 9 , 0 4 1 ( 3 3 8 , 1 7 7 6 , 2 4 9 , 4 0 1 0 2 e n u J 8 2 t a e c n a l a B ) 7 6 6 , 9 8 3 ( 4 9 1 , 1 ) 1 6 8 , 0 9 3 ( – ) 7 9 7 , 3 9 ( – 7 6 9 ) 4 6 7 , 4 9 ( – – – 4 0 2 , 9 ) 6 2 7 , 9 ( ) 5 1 9 , 2 9 ( ) 4 6 4 , 3 8 4 ( 4 9 1 , 1 ) 4 9 8 , 9 8 3 ( ) 4 6 7 , 4 9 ( 4 0 2 , 9 ) 6 2 7 , 9 ( ) 5 1 9 , 2 9 ( – 0 0 2 , 5 ) 0 0 0 , 0 0 3 ( ) 6 6 6 , 4 ( 0 0 4 , 1 2 7 8 , 1 – – – – – – – – ) 0 7 0 , 1 ( ) 0 7 0 , 1 ( 3 8 8 3 8 8 ) 5 6 8 , 7 ( ) 8 2 2 , 3 ( ) 1 1 5 , 5 8 ( 1 9 1 , 5 ) 1 1 5 , 5 8 ( 1 9 1 , 5 – – – – – – – – – – – – – – – – ) 7 3 6 , 4 ( 0 0 2 , 5 ) 7 3 8 , 6 ( ) 7 3 8 , 6 ( 2 7 8 , 1 2 7 8 , 1 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – ) 7 3 6 , 4 ( 0 0 2 , 5 – ) 7 2 3 , 1 ( ) 7 2 3 , 1 ( – – – – – – – – – – – – – – – – – – – – – 7 3 8 , 6 ) 0 0 0 , 0 0 3 ( – ) 6 6 6 , 4 ( 0 0 4 , 1 e h t r o f e m o c n i e v i s n e h e r p m o c l a t o t d o i r e p e m o c n i e v i s n e h e r p m o c r e h t O d o i r e p e h t r o f t fi o r p / ) s s o L ( r i e h t n i s r e n w o h t i w s n o i t c a s n a r t : s r e n w o s a y t i c a p a c s r e d l o h e r a h s o t d i a p s d n e d i v i D d n e d i v i d S P S f o t c e f f e x a T g n i l l o r t n o c - n o n o t d i a p s d n e d i v i D s e i r a i d i s b u s n i s t s e r e t n i s e i t i t n e d e l l o r t n o c f o n o i t i s i u q c A d e n w o y l l o h w t o n t s e r e t n i g n i l l o r t n o c - n o n f o n o i t i s i u q c A n o n o i t p o t u p f o n o i t i n g o c e R t s e r e t n i g n i l l o r t n o c - n o n S P S f o e s a h c r u p e R s e v r e s e r o t d e r r e f s n a r t s t s o c e u s s i S P S y t i u q e n i y l t c e r i d d e s i n g o c e r t fi e n e b x a T x a t f o t e n , s t n e m y a p d e s a b e r a h S e e y o l p m e r e d n u d e r i u q c a s e r a h S e m e h c s e v i t n e c n i ) 6 6 5 , 4 8 3 ( ) 5 1 4 , 3 ( ) 0 2 3 , 0 8 ( ) 2 0 4 , 4 ( ) 7 3 8 , 6 ( 2 7 8 , 1 3 6 5 ) 9 2 4 , 6 9 2 ( s r e n w o h t i w s n o i t c a s n a r t l a t o t 8 0 7 , 8 3 4 , 4 0 9 9 , 6 4 6 7 , 1 1 ) 4 9 2 , 6 2 2 ( ) 7 3 8 , 6 ( 1 7 9 , 6 7 6 1 , 5 0 2 2 , 1 ) 4 8 8 , 3 3 2 ( 3 6 5 6 0 5 8 4 2 , 6 4 6 , 4 1 1 0 2 e n u J 6 2 t a e c n a l a B . s e t o N g n i y n a p m o c c a e h t h t i w n o i t c n u j n o c n i d a e r e b d l u o h s y t i u q E n i s e g n a h C f o t n e m e t a t S d e t a d i l o s n o C e v o b a e h T Y t i U q e N i s e G N A H c F o t N e M e t A t s D e t A D i L o s N o c l a t o T y t i u q e 0 0 0 $ ’ - n o N t s e r e t n i g n i l l o r t n o c i d e n a t e R i s g n n r a e l a t o T - e r a h S d e s a b e v r e s e r t n e m y a p t e N e g d e h e v r e s e r e g d e h e v r e s e r t n e m t s e v n i w o fl h s a C i n g e r o F y c n e r r u c t e s s A e v r e s e r e v r e s e r e v r e s e r y t i u q e l n o i t a s n a r t n o i t i s u q c A i n o i t a u a v e r l d e t u b i r t n o C 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ ) 5 2 e t o N ( ) 4 2 e t o N ( s e v r e s e r ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 3 2 e t o N ( ) 2 2 e t o N ( s e v r e s e R 1 1 0 2 , E N U J 6 2 d E d N E d O R E P i E H T R O F i i S E T T N E d E L L O R T N O c d N A d E T m i L A d E m x A F R A F i i i 0 9 7 , 1 1 0 , 5 5 4 4 , 9 4 0 6 , 7 3 2 ) 1 8 3 , 3 6 1 ( 7 8 9 , 3 ) 4 2 0 , 1 ( 6 8 2 , 7 ) 2 6 6 , 3 7 1 ( 7 7 3 , 2 8 2 2 6 2 5 1 1 , 2 8 2 – 0 0 4 , 4 3 – ) 1 4 7 ( 1 4 1 , 5 3 7 7 7 , 6 1 3 2 6 2 4 7 3 , 1 8 2 1 4 1 , 5 3 ) 0 7 7 , 1 4 ( ) 6 4 ( ) 6 9 4 ( 0 7 7 , 4 8 0 3 , 2 5 0 4 , 3 1 – – ) 6 9 4 ( – – – – – – – 0 7 7 , 4 ) 0 7 7 , 1 4 ( – – – – ) 9 2 8 , 1 2 ( ) 6 9 4 ( ) 0 0 0 , 7 3 ( 2 1 1 , 1 8 0 3 , 2 ) 6 9 1 , 1 ( ) 6 9 1 , 1 ( 8 0 3 , 2 2 1 1 , 1 – – – – – – – – – – ) 3 1 0 , 3 ( 0 6 6 , 3 3 9 6 , 2 3 ) 3 1 0 , 3 ( 0 6 6 , 3 3 9 6 , 2 3 – – – – – – – – – – – – – – – – – – – – – 8 3 7 , 6 0 3 , 5 1 1 2 , 9 8 7 9 , 1 8 4 ) 8 2 1 , 7 2 1 ( 9 9 0 , 5 ) 7 3 0 , 4 ( 6 4 9 , 0 1 ) 9 6 9 , 0 4 1 ( – – – – – – – – – – – – 2 3 – 1 0 8 , 1 1 0 8 , 1 – – – – – – – 2 2 1 , 8 2 9 , 4 9 0 0 2 e n u J 9 2 t a e c n a l a B – – – – – – : s r e n w o s a y t i c a p a c r i e h t n i s r e n w o h t i w s n o i t c a s n a r t d o i r e p e h t r o f e m o c n i i e v s n e h e r p m o c l a t o t e m o c n i i e v s n e h e r p m o c r e h t O d o i r e p e h t r o f t fi o r P l s r e d o h e r a h s o t d a p i s d n e d v D i i i d n e d v d S P S i f o t c e f f e x a T i s e i r a d s b u s n i i s t s e r e t n i g n i l l o r t i n o c - n o n o t d a p s d n e d v D i i – ) 6 4 ( 1 0 6 , 4 1 5 5 5 , 4 1 y t i u q e n i y l t c e r i d i d e s n g o c e r ) e s n e p x e ( / t fi e n e b x a T e u s s i e r a h s n o s t s o c n o i t c a s n a r T x a t f o t e n , s t n e m y a p d e s a b e r a h S s r e n w o h t i w s n o i t c a s n a r t l a t o t 3 3 8 , 1 7 7 6 , 2 4 9 , 4 0 1 0 2 e n u J 7 2 t a e c n a l a B i . s e t o N g n y n a p m o c c a e h t h t i w n o i t c n u n o c j n i d a e r e b l d u o h s y t i u q E n i s e g n a h C f o t t n e m e a S d e t t a d i l o s n o C e v o b a e h T FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 43 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 1. Summary of significant accounting policies The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes the consolidated entity consisting of Fairfax Media Limited and its controlled entities. The financial report is for the period 28 June 2010 to 26 June 2011 (2010: the period 29 June 2009 to 27 June 2010). Reference in this report to ‘a year’ is to the period ended 26 June 2011 or 27 June 2010 respectively, unless otherwise stated. (a) BaSiS Of PREPaRatiON The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The Group has prepared the financial statements in compliance with recent amendments to the Corporations Acts 2001 in June 2010 which remove the requirement for the Group to lodge parent entity financial statements. Parent entity financial statements have been replaced by the specific parent entity disclosures in Note 39. As at 26 June 2011, the consolidated entity has net current liabilities of $587 million. Both the Medium Term Notes ($167.7 million) and the Eurobonds ($472.5 million) have been classified as current due to their maturity dates of 27 June 2011 and 15 June 2012 respectively. The consolidated entity has sufficient committed but unused non-current facilities of $760 million at the balance sheet date to finance its liabilities as and when they fall due, including maturing liabilities as disclosed in Note 18. In the opinion of the directors, Fairfax Media Limited will be able to continue to pay its debts as and when they fall due. As a result, the financial report of the Company and its controlled entities has been prepared on a going concern basis. Historical cost convention These financial statements have been prepared on a going concern basis and on the basis of historical cost principles except for derivative financial instruments and certain financial assets which are measured at fair value. The carrying values of recognised assets and liabilities that are hedged with fair value hedges are adjusted to record changes in the fair values attributable to the risks that are being hedged. (B) PRiNCiPLES Of CONSOLiDatiON (i) Controlled entities The consolidated financial statements incorporate the assets and liabilities of the Company, Fairfax Media Limited, and its controlled entities. Fairfax Media Limited and its controlled entities together are referred to in this financial report as the Group or the consolidated entity. Controlled entities are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The acquisition method of accounting is used to account for the acquisition of controlled entities by the Group (refer to Note 1(C)). All inter-entity transactions, balances and unrealised gains on transactions between Group entities have been eliminated in full. Non-controlling interests in the earnings and equity of controlled entities are shown separately in the consolidated income statement, statement of comprehensive income, statement of changes in equity and balance sheet respectively. (ii) associates and joint ventures Investments in associates and joint ventures are accounted for in the consolidated financial statements using the equity method. Associates are entities over which the Group has significant influence and are neither subsidiaries or joint ventures. The Group’s share of its associates’ and joint ventures’ post-acquisition profits or losses are recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends received from associates and joint ventures are recognised in the consolidated financial statements as a reduction in the carrying amount of the investment. When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture. Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in associates and joint ventures. 44 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (C) aCCOuNtiNG fOR aCQuiSitiONS Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer, the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in other expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts of the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability is recognised in accordance with AASB 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it will not be remeasured until it is finally settled within equity. (D) iMPaiRMENt Of aSSEtS Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. A cash generating unit is the grouping of assets at the lowest level for which there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. At each balance date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. (E) iNtaNGiBLES (i) Goodwill Goodwill represents the excess of cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is allocated to a reportable segment for the purposes of impairment testing (refer Note 1(D)). Goodwill is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. (ii) Other intangible assets Mastheads and tradenames The majority of mastheads and tradenames have been assessed to have indefinite useful lives. Accordingly, they are not amortised, instead they are tested for impairment annually, or whenever there is an indication that the carrying value may be impaired, and are carried at cost less accumulated impairment losses. The Group’s mastheads and tradenames operate in established markets with limited license conditions and are expected to continue to complement the Group’s new media initiatives. On this basis, the directors have determined that the majority of mastheads and tradenames have indefinite lives as there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows for the Group. There is a small number of tradenames that have been assessed to have a definite useful life and are amortised using a straight-line method over twenty years. Radio licences Radio licences, being commercial radio licences held by the consolidated entity under the provisions of the Broadcasting Services Act 1992, have been assessed to have indefinite useful lives. Accordingly, they are not amortised, instead they are tested for impairment annually, or whenever there is an indication that the carrying value may be impaired, and are carried at cost less accumulated impairment losses. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 45 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Websites Internal and external costs directly incurred in the development of websites are capitalised and amortised using a straight-line method over two to four years. Capitalised website costs are reviewed annually for potential impairment. Computer software Acquired computer software licences are capitalised as an intangible as are internal and external costs directly incurred in the purchase or development of computer software, including subsequent upgrades and enhancements when it is probable that they will generate future economic benefits attributable to the consolidated entity. These costs are amortised using the straight-line method over three to five years. Other Other intangibles, where applicable, are stated at cost less accumulated amortisation and impairment losses. The useful lives of the intangible assets are assessed to be either finite or indefinite and are examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Other intangible assets created within the business are not capitalised and are expensed in the income statement in the period the expenditure is incurred. Intangible assets are tested for impairment annually (refer to Note 1(D)). (f) fOREiGN CuRRENCY (i) Currency of presentation All amounts are expressed in Australian dollars, which is the consolidated entity’s presentation currency. Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). (ii) transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at reporting date exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign operation and qualifying cash flow hedges, which are deferred in equity until disposal. Tax charges and credits attributable to exchange differences on borrowings are also recognised in equity. Translation differences on non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Translation differences on non-monetary items, such as available for sale financial assets, are translated using the exchange rates at the date when the fair value was determined and included in the asset revaluation reserve in equity. (iii) Group entities The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • • • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement are translated at average exchange rates; and all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the borrowings designated as hedges of the net investment in foreign entities are taken directly to a separate component of equity, the net investment hedge reserve. On disposal of a foreign entity, or when borrowings that form part of the net investment are repaid, the deferred cumulative amount of the exchange differences in the net investment hedge reserve relating to that foreign operation is recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. (G) REvENuE RECOGNitiON Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the amount of the revenue can be reliably measured. Revenue from advertising, circulation, subscription, radio broadcasting and printing is recognised when control of the right to be compensated has been obtained and the stage of completion of the contract can be reliably measured. For newspapers, magazines and other publications the right to be compensated is on the publication date. Revenue from the provision of online advertising on websites is recognised in the period the advertisements are placed or the impression occurs. Amounts disclosed as revenue are net of commissions, rebates, discounts, returns, trade allowances, duties and taxes paid. Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence. Refer to Note 1(D). Interest is recognised as it accrues, taking into account the effective yield on the financial asset. 46 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (H) iNCOME tax aND OtHER taxES The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributed to temporary differences and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences: • • except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised: • • except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable group and the same taxation authority. Goods and Services tax (GSt) Revenues, expenses and assets are recognised net of the amount of GST except: (i) where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and (ii) receivables and payables are stated with the amount of GST included. This net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Cashflows are included in the cash flow statement on a gross basis and the GST component of cashflows arising from investing and financing activities, which are recoverable from, or payable to the taxation authority are classified as operating cashflows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. tax consolidation – australia Fairfax Media Limited (the head entity) and its wholly-owned Australian entities have implemented the tax consolidation legislation as of 1 July 2003. The current and deferred tax amounts for each member in the tax consolidated group (except for the head entity) have been allocated based on stand-alone calculations that are modified to reflect membership of the tax consolidated group. On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the directors, limits the joint and several liability of the wholly-owned entities in the case of a default of the head entity, Fairfax Media Limited. The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Fairfax Media Limited for any current tax payable assumed and are compensated by the Company for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits transferred to Fairfax Media Limited under the tax consolidation legislation. Assets or liabilities arising under tax funding arrangements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the group. The amounts receivable/payable under the tax funding arrangements are due upon demand from the head entity. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 47 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (i) LEaSES (i) finance leases Assets acquired under finance leases which result in the consolidated entity receiving substantially all the risks and rewards of ownership of the asset are capitalised at the lease’s inception at the lower of the fair value of the leased property or the estimated present value of the minimum lease payments. The corresponding finance lease obligation, net of finance charges, is included within interest bearing liabilities. The interest element is allocated to accounting periods during the lease term to reflect a constant rate of interest on the remaining balance of the liability for each accounting period. The leased asset is included in property, plant and equipment and is depreciated over the shorter of the estimated useful life of the asset or the lease term. (ii) Operating leases Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Net rental payments, excluding contingent payments, are recognised as an expense in the income statement on a straight-line basis over the period of the lease. (iii) Onerous property costs Property leases are considered to be an onerous contract if the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Where a decision has been made to vacate the premises or there is excess capacity and the lease is considered to be onerous, a provision is recorded. (J) CaSH aND CaSH EQuivaLENtS Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short term investments with original maturities of three months or less that are readily convertible to cash and subject to insignificant risk of changes in value. Bank overdrafts are shown within interest bearing liabilities in current liabilities on the balance sheet. (K) tRaDE aND OtHER RECEivaBLES Trade receivables are initially recognised at fair value and subsequently measured at amortised cost which is the original invoice amount less an allowance for any uncollectible amount. Collectability of trade receivables is reviewed on an ongoing basis and a provision for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Interest receivable on related party loans is recognised on an accruals basis. (L) iNvENtORiES Inventories including work in progress are stated at the lower of cost and net realisable value. The methods used to determine cost for the main items of inventory are: • • raw materials (comprising mainly newsprint and paper on hand) are assessed at average cost and newsprint and paper in transit by specific identification cost; finished goods and work-in-progress are assessed as the cost of direct material and labour and a proportion of manufacturing overheads based on normal operating capacity; and • in the case of other inventories, cost is assigned by the weighted average cost method. (M) avaiLaBLE fOR SaLE iNvEStMENtS Available for sale financial assets are investments in listed equity securities in which the Group does not have significant influence or control. They are stated at fair value based on current quoted prices and unrealised gains and losses arising from changes in the fair value are recognised in the asset revaluation reserve. The assets are included in non-current assets unless management intends to dispose of the investment within twelve months of the balance sheet date. (N) iNvEStMENtS aND OtHER fiNaNCiaL aSSEtS The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held to maturity investments and available for sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held to maturity, re-evaluates this designation at each reporting date. The consolidated entity classifies and measures its investments as follows: (i) financial assets at fair value through profit and loss This category has two sub-categories: financial assets held for trading and those designated at fair value through profit and loss on initial recognition. The policy of management is to designate a financial asset at fair value through profit and loss if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in fair value. These assets are measured at fair value and realised and unrealised gains and losses arising from changes in fair value are included in the income statement in the period in which they arise. 48 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are included in receivables and other financial assets in the balance sheet and measured at amortised cost using the effective interest method. (iii) Other financial assets These assets are non-derivatives that are either designated or not classified in any of the other categories and measured at fair value. Any unrealised gains and losses arising from changes in fair value are included in equity, impairment losses are included in profit and loss. (iv) Held to maturity investments Held to maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. These assets are measured at amortised cost using the effective interest method. Financial assets other than derivatives are recognised at fair value or amortised cost in accordance with the requirements of AASB 139 Financial Instruments: Recognition and Measurement. Where they are carried at fair value, gains and losses on remeasurement are recognised directly in equity unless the financial assets have been designated as being held at fair value through profit and loss, in which case the gains and losses are recognised directly in the income statement. All financial liabilities other than derivatives are carried at amortised cost. The Group uses derivative financial instruments such as forward foreign currency contracts, and foreign currency and interest rate swaps to hedge its risks associated with interest rate and foreign currency fluctuations. Derivatives, including those embedded in other contractual arrangements, are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The measurement of the fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments. Hedge accounting For the purposes of hedge accounting, hedges are classified as: • Fair value hedges: hedges of the fair value of recognised assets or liabilities or a firm commitment • Cash flow hedges: hedges of highly probable forecast transactions • Net investment hedges: hedges of the net investment in a foreign operation fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Any gain or loss attributable to the hedged risk on remeasurement of the hedged item is adjusted against the carrying amount of the hedged item and recognised in the income statement within finance costs. Where the adjustment is to the carrying amount of a hedged interest bearing financial instrument, the adjustment is amortised to the income statement such that it is fully amortised by maturity. When the hedged firm commitment results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated gains or losses that had previously been recognised in equity are included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within finance costs. Gains or losses that are recognised in equity are transferred to the income statement in the same year in which the hedged firm commitment affects the net profit and loss, for example when the future sale actually occurs. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement. Net investment hedge Hedges of a net investment in a foreign operation are accounted for in a similar way to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised directly in equity while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of such gains or losses recognised directly in equity is transferred to the income statement based on the amount calculated during the direct method of consolidation. Derivatives that do not qualify for hedge accounting For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to the income statement. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 49 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (O) PROPERtY, PLaNt aND EQuiPMENt Property, plant and equipment is recorded at cost less accumulated depreciation and any accumulated impairment losses. Directly attributable costs arising from the acquisition or construction of fixed assets, including internal labour and interest, are also capitalised as part of the cost. Recoverable amount All items of property, plant and equipment are reviewed annually to ensure carrying values are not in excess of recoverable amounts. Recoverable amounts are based upon the present value of expected future cashflows. Depreciation and amortisation Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows: Buildings Printing presses up to 60 years up to 20 years Other production equipment up to 15 years Other equipment up to 40 years The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with carrying amount. These are included in the income statement. (P) tRaDE aND OtHER PaYaBLES Liabilities for trade creditors and other amounts are carried at amortised cost which is the fair value of the consideration to be paid in the future for goods and services received. Loans payable to related parties are carried at amortised cost and interest payable is recognised on an accruals basis. (Q) PROviSiONS Provisions are recognised when the Group has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to others as a result of past transactions, or past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date using a discounted cash flow methodology. The risks specific to the provision are factored into the cash flows and as such a risk-free government bond rate relative to the expected life of the provision is used as a discount rate. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs. A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before balance date. (R) iNtERESt BEaRiNG LiaBiLitiES Subsequent to initial recognition at fair value, net of transaction costs incurred, interest bearing liabilities are measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. Finance lease liabilities are determined in accordance with the requirements of AASB 117 Leases (refer to Note 1(I)). Borrowing costs Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation or ancillary costs incurred in connection with arrangement of borrowings and foreign exchange losses net of hedged amounts on borrowings, including trade creditors and lease finance charges. Borrowing costs are expensed as incurred unless they relate to qualifying assets. Qualifying assets are assets which take more than 12 months to get ready for their intended use or sale. In these circumstances, borrowing costs are capitalised to the cost of the asset. Where funds are borrowed generally, borrowing costs are capitalised using a weighted average capitalisation rate. 50 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (S) EMPLOYEE BENEfitS (i) Wages, salaries, annual leave and long service leave Current liabilities for wages and salaries, holiday pay, annual leave and long service leave are recognised in the provision for employee benefits and measured at the amounts expected to be paid when the liabilities are settled. The employee benefit liability expected to be settled within twelve months from balance date is recognised in current liabilities. The non-current provision relates to entitlements, including long service leave, which are expected to be payable after twelve months from balance date and are measured as the present value of expected future payments to be made in respect of services, employee departures and periods of service. Expected future payments are discounted using market yields at balance date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Employee benefit on-costs are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities. (ii) Share based payment transactions Share based compensation benefits can be provided to employees in the form of shares. The cost of share based payments is recognised over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date). At each reporting date until vesting, the cumulative charge to the income statement is the product of (i) the grant date fair value of the award; (ii) the current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and (iii) the expired portion of the vesting period. The market value of shares issued to employees for no cash consideration under the Long Term Incentive Share Plan is recognised as an employee benefits expense over the vesting period (refer to Note 32). Shares purchased, but which have not yet vested to the employee as at reporting date are offset against contributed equity of the Group (refer to Note 1(T)). (iii) Defined benefit superannuation plans Fairfax Media Limited and certain controlled entities participate in a number of superannuation plans. An asset or liability in respect of defined benefit superannuation plans is recognised in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date plus unrecognised actuarial gains (less unrecognised actuarial losses), less the fair value of the superannuation fund’s assets at that date and any unrecognised past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the balance date, calculated annually by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Actuarial gains and losses are recognised in retained earnings in the periods in which they arise. Contributions made by the Group to defined contribution superannuation funds are charged to the income statement in the period the employee’s service is provided. (iv) termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. (v) Bonus plans The Group recognises a provision and an expense for bonuses where contractually obliged or where there is a past practice that has created a constructive obligation. (t) CONtRiButED EQuitY Ordinary shares are classified as equity. Stapled preference shares were classified as equity (refer Note 22(C)). Incremental costs directly attributable to the issue of new shares or options are recognised in equity as a reduction from the proceeds. Incremental costs directly attributable to the issue of new shares for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. If the Group reacquires its own equity instruments, e.g. under the Long Term Incentive Plan, those instruments are deducted from equity. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 51 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Debentures Debentures have been included as equity as the rights attaching to them are in all material respects comparable to those attaching to the ordinary shares. Such debentures are unsecured non-voting securities that have interest entitlements equivalent to the dividend entitlements attaching to the ordinary voting shares and rank equally with such shares on any liquidation or winding up. These interest entitlements are treated as dividends. The debentures are convertible into shares on a one-for-one basis at the option of the holder provided that conversion will not result in a breach of any of the following: (i) (ii) any provision of the Foreign Acquisitions and Takeovers Act 1975; any undertaking given by the Company to the Foreign Investment Review Board or at the request of the Foreign Investment Review Board from time to time; or (iii) any other applicable law including, without limitation the Broadcasting Act 1942. (u) EaRNiNGS PER SHaRE Basic earnings per share Basic earnings per share (EPS) is calculated by dividing the net profit attributable to members, adjusted to exclude costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for any bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share is calculated by dividing the basic EPS earnings adjusted by the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the effect on revenues and expenses of conversion to ordinary shares associated with dilutive potential ordinary shares by the weighted average number of ordinary shares and dilutive potential ordinary shares adjusted for any bonus issue. (v) SEGMENt REPORtiNG An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenue and expense relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the Board of Directors. Operating segments have been identified based on the information provided to the chief operating decision makers, being the Board of Directors, Chief Executive Officer and Chief Financial Officer. The Group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects: • Nature of the products and services • Nature of the production processes • Type or class of customer for the products and services • Methods used to distribute the products or provide the services, and if applicable • Nature of the regulatory environment Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “Other segments”. (W) SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS The carrying amounts of certain assets and liabilities are determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next financial year are: (i) impairment of goodwill and intangibles with indefinite useful lives The Group tests annually whether goodwill and intangible assets with indefinite useful lives are impaired. This requires an estimation of the recoverable amount of the cash generating units (CGU) to which the goodwill and intangibles with indefinite useful lives are allocated. Key assumptions in determining recoverable amount subject to significant accounting judgement include growth rates beyond the budgeted period, discount rates relevant to individual CGU Groups and the growth rates beyond year three cash flows which form the basis of the terminal value. Management have estimated cash flows based on the annual budget for 2012 which has been built 52 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 up from individual profit centres. Anticipated growth rates applied to year two and three cash flows represent print and online growth projections determined by management from historical long term averages and validated against market consensus on earnings projections to 2013. The terminal growth rate has been determined by taking a mid-point of the RBA inflation target range (2.0% – 3.0%) plus an allowance of 1.0% for real GDP/population growth (0.5% for radio, agriculture and printing). The weighted average discount rates have been calculated using market observable data from Bloomberg and judgement has been exercised when considering premiums associated with unique CGU Groups. Inputs include a risk free rate of 5.2% and 2 year weekly beta. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill and intangibles with indefinite useful lives are detailed in Note 13 along with a sensitivity analysis. (ii) income taxes The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. (iii) Share based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Monte Carlo model, using the assumptions detailed in Note 32. (iv) Defined benefit plans Various actuarial assumptions are required when determining the Group’s superannuation plan obligations. These assumptions and the related carrying amounts are discussed in Note 20. (x) ROuNDiNG Of aMOuNtS The consolidated entity is of a kind referred to in Class Order 98/ 0100, as amended by Class Order 04/ 667, issued by the Australian Securities and Investments Commission relating to the “rounding off” of amounts in the financial report. Amounts in this report have been rounded to the nearest thousand dollars in accordance with that Class Order, unless otherwise indicated. (Y) NEW aCCOuNtiNG StaNDaRDS aND uiG iNtERPREtatiONS Certain new accounting standards and interpretations have been published that are not mandatory for 26 June 2011 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is set out below: Reference title Summary application date of standard* impact on Group financial report application date for Group* AASB 124 (Revised) Related Party Disclosures (December 2009) 1 January 2011 27 June 2011 This is a revision to a disclosure standard so will have no direct impact on the amounts included in the Group’s financial statements. The revised AASB 124 simplifies the definition of a related party, clarifying its intended meaning and eliminating inconsistencies from the definition, including: (a) The definition now identifies a subsidiary and an associate with the same investor as related parties of each other; (b) Entities significantly influenced by one person and entities significantly influenced by a close member of the family of that person are no longer related parties of each other; (c) The definition now identifies that, whenever a person or entity has both joint control over a second entity and joint control or significant influence over a third party, the second and third entities are related to each other. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 53 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Reference title Summary application date of standard* impact on Group financial report application date for Group* AASB 2009-12 Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052] AASB 2009-14 Amendments to Australian Interpretation – Prepayments of a Minimum Funding Requirement AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101, AASB 134 and Interpretation 13] AASB 2010-5 Amendments to Australian Accounting Standards [AASB 1, 3, 4, 5, 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 & 1038 and Interpretations 112, 115, 127, 132 & 1042] This amendment makes numerous editorial changes to a range of Australian Accounting Standards and Interpretations. 1 January 2011 No major impact expected on the Group. 27 June 2011 In particular, it amends AASB 8 Operating Segments to require an entity to exercise judgement in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. It also makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRS by the IASB. These amendments arise from the issuance of Prepayments of a Minimum Funding Requirement (Amendments to IFRIC 14). The requirements of IFRIC 14 meant that some entities that were subject to minimum funding requirements could not treat any surplus in a defined benefit pension plan as an economic benefit. The amendment requires entities to treat the benefit of such an early payment as a pension asset. Subsequently, the remaining surplus in the plan, if any, is subject to the same analysis as if no prepayment had been made. Emphasises the interaction between quantitative and qualitative AASB 7 disclosures and the nature and extent of risks associated with financial instruments. Clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. Provides guidance to illustrate how to apply disclosure principles in AASB 134 for significant events and transactions. Clarifies that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme, is to be taken into account. This Standard makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRS by the IASB. These amendments have no major impact on the requirements of the amended pronouncements. 1 January 2011 No major impact expected on the Group. 27 June 2011 1 January 2011 No major impact expected on the Group. 27 June 2011 1 January 2011 No major impact expected on the Group. 27 June 2011 54 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 application date of standard* impact on Group financial report application date for Group* 1 January 2011 No major impact expected on the Group. 27 June 2011 1 January 2012 The Group has not yet determined the extent of the impact of the amendments. 25 June 2012 1 January 2013 The Group has not yet determined the extent of the impact of the amendments. 1 July 2013 Reference title Summary AASB 2010-6 Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets [AASB 1 & AASB 7] AASB 2010-8 Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112] AASB 9 Financial Instruments The amendments increase the disclosure requirements for transactions involving transfers of financial assets. Disclosures require enhancements to the existing disclosures in IFRS 7 where an asset is transferred but is not derecognised and introduce new disclosures for assets that are derecognised but the entity continues to have a continuing exposure to the asset after the sale. These amendments address the determination of deferred tax on investment property measured at fair value and introduce a rebuttable presumption that deferred tax on investment property measured at fair value should be determined on the basis that the carrying amount will be recoverable through sale. The amendments also incorporate SIC-21 Income Taxes – Recovery of Revalued Non-Depreciable Assets into AASB 112. AASB 9 includes requirements for the classification and measurement of financial assets resulting from the first part of Phase 1 of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement (AASB 139 Financial Instruments: Recognition and Measurement). These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes from AASB 139 are described below. (a) Financial assets are classified based on (1) the objective of the entity’s business model for managing the financial assets; (2) the characteristics of the contractual cash flows. This replaces the numerous categories of financial assets in AASB 139, each of which had its own classification criteria. (b) AASB 9 allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. (c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 55 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 application date of standard* impact on Group financial report application date for Group* 1 January 2013 The Group has not yet determined the extent of the impact of the amendments. 1 July 2013 1 January 2013 The Group has not yet determined the extent of the impact of the amendments. 1 July 2013 1 January 2013 The Group has not yet determined the extent of the impact of the amendments. 1 July 2013 Reference title Summary AASB 2009-11 AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12] Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023, & 1038 and interpretations 2, 5, 10, 12, 19 & 127] ** Consolidated Financial Statements These amendments arise from the issuance of AASB 9 Financial Instruments that sets out requirements for the classification and measurement of financial assets. The requirements in AASB 9 form part of the first phase of the International Accounting Standards Board’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. This Standard shall be applied when AASB 9 is applied. The requirements for classifying and measuring financial liabilities were added to AASB 9. The existing requirements for the classification of financial liabilities and the ability to use the fair value option have been retained. However, where the fair value option is used for financial liabilities the change in fair value is accounted for as follows: – The change attributable to changes in credit risk are presented in other comprehensive income (OCI) – The remaining change is presented in profit or loss If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. IFRS 10 establishes a new control model that applies to all entities. It replaces parts of IAS 27 Consolidated and Separate Financial Statements dealing with the accounting for consolidated financial statements and SIC-12 Consolidation – Special Purpose Entities. The new control model broadens the situations when an entity is considered to be controlled by another entity and includes new guidance for applying the model to specific situations, including when acting as a manager may give control, the impact of potential voting rights and when holding less than a majority voting rights may give control. This is likely to lead to more entities being consolidated into the group. 56 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 application date of standard* impact on Group financial report application date for Group* 1 January 2013 The Group has not yet determined the extent of the impact of the amendments. 1 July 2013 1 January 2013 The Group has not yet determined the extent of the impact of the amendments. 1 July 2013 1 January 2013 The Group has not yet determined the extent of the impact of the amendments. 1 July 2013 Reference title Summary ** Joint Arrangements ** Disclosure of Interests in Other Entities ** Fair Value Measurement IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly- controlled Entities – Non-monetary Contributions by Ventures. IFRS 11 uses the principle of control in IFRS 10 to define joint control, and therefore the determination of whether joint control exists may change. In addition IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves is accounted for by recognising the share of those assets and obligations. Joint ventures that give the venturers a right to the net assets is accounted for using the equity method. This may result in a change in the accounting for the joint arrangements held by the group. IFRS 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structures entities. New disclosures have been introduced about the judgements made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controlling interests. IFRS 13 establishes a single source of guidance under IFRS for determining the fair value of assets and liabilities. IFRS 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value under IFRS when fair value is required or permitted by IFRS. Application of this definition may result in different fair values being determined for the relevant assets. IFRS 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on the fair value determined. * Designates the beginning of the applicable annual reporting period unless otherwise stated. ** The AASB has not issued this standard, which was finalised by the IASB in May 2011. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 57 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 2. Revenues (a) REvENuE fROM OPERatiONS Total revenue from sale of goods Total revenue from services total revenue from operations (B) OtHER REvENuE aND iNCOME Interest income Dividend revenue Gains on sale of property, plant and equipment Other total other revenue and income total revenue and income 26 June 2011 $’000 27 June 2010 $’000 487,787 510,304 1,975,626 1,966,471 2,463,413 2,476,775 10,967 92 1,251 785 7,943 12 1,217 4,369 13,095 13,541 2,476,508 2,490,316 58 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 3. Expenses (a) ExPENSES BEfORE iMPaiRMENt, DEPRECiatiON, AMORTISATION AND FINANCE COSTS Staff costs excluding staff redundancy costs Redundancy and restructuring costs Newsprint and paper Distribution costs Production costs Promotion and advertising costs Rent and outgoings Repairs and maintenance Communication costs Maintenance and other computer costs Fringe benefits tax, travel and entertainment Other 26 June 2011 $’000 27 June 2010 $’000 862,561 36,752 243,942 137,933 188,058 119,327 58,255 29,459 22,167 26,777 25,138 842,320 5,076 249,059 136,956 193,824 106,626 57,193 29,631 23,354 26,054 24,964 144,168 144,050 total expenses before impairment, depreciation, amortisation and finance costs 1,894,537 1,839,107 (B) DEPRECiatiON aND aMORtiSatiON Depreciation of freehold property Depreciation of plant and equipment Amortisation of leasehold property/buildings Amortisation of tradenames Amortisation of software Amortisation of customer relationships total depreciation and amortisation (C) fiNaNCE COStS External corporations/persons Finance lease Hedge ineffectiveness total finance costs (D) DEtaiLED ExPENSE DiSCLOSuRES Operating lease rental expense Defined contribution fund expense Share-based payment expense Net foreign exchange loss 5,094 74,828 3,677 13 27,842 2,897 4,990 76,337 2,959 – 26,077 3,260 114,351 113,623 121,057 129,541 4,647 (6,695) 4,778 1,592 119,009 135,911 39,019 57,885 2,675 631 37,579 55,598 3,297 1,597 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 59 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 4. Significant items The profit after tax from operations includes the following items where disclosure is relevant in explaining the financial performance of the consolidated entity. Property – Comprising: New Zealand income tax expense Property loss, net of tax impairment of intangibles and property, plant and equipment – Comprising: Impairment of mastheads, goodwill and customer relationships Impairment of property, plant and equipment Income tax benefit impairment of intangibles and property, plant and equipment, net of tax Restructuring and redundancy – Comprising: Restructuring and redundancy charges Income tax benefit Restructuring and redundancy, net of tax 26 June 2011 $’000 27 June 2010 $’000 – – (8,359) (8,359) (649,869) (4,038) 3,188 (650,719) (34,222) 10,267 (23,955) – – – – – – – Net significant items after income tax expense (674,674) (8,359) Non-recurring tax expense resulting from changes in the prior year to the New Zealand tax legislation disallowing depreciation of buildings with an estimated useful life of 50 years or more. The change is applicable from the 2011–12 income year. At balance date it has been determined that there is impairment of intangible assets arising from a subdued economic environment and lower than expected earnings in the current year. Therefore in accordance with AASB 136, management have impaired goodwill, mastheads and customer relationships in certain CGU Groups. Refer to Note 1(W)(i) and Note 13 for the method and assumptions used in estimating recoverable amount. 5. Income tax expense Income tax expense is reconciled to prima facie income tax payable as follows: Net (loss)/profit before income tax expense Prima facie income tax at 30% (2010: 30%) Tax effect of differences: Overseas tax rate and accounting differentials Share of net profits of associates and joint ventures Non-assessable dividends (Over)/under provision in prior financial years Temporary differences not recognised on intangible and other asset write-offs Non-deductible items Non-deductible depreciation and amortisation New Zealand legislative changes to tax depreciation on buildings Other income tax expense Current income tax expense Deferred income tax benefit (Over)/under provision in prior financial years income tax expense in the income statement 60 26 June 2011 $’000 27 June 2010 $’000 (303,078) 397,465 (90,923) 119,240 (14,502) (21,072) (363) (11) (2,708) 192,983 2,434 – – (321) 86,589 100,188 (10,891) (2,708) (668) (2) 5,931 318 2,781 17 8,359 184 115,088 112,759 (3,602) 5,931 86,589 115,088 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 6. Dividends paid and proposed (a) ORDiNaRY SHaRES Interim 2011 franked dividend: 100% franked 1.5 cents – paid 21 March 2011 (2010: unfranked dividend 1.1 cents – paid 19 March 2010) Final 2010 dividend: 100% franked 1.4 cents – paid 23 September 2010 (2009: nil) total dividends paid – ordinary shares (B) StaPLED PREfERENCE SHaRES (SPS) SPS dividend: 2011: $3.2334 per share – paid 29 April 2011* 2011: $3.2515 per share – paid 1 November 2010 2010: $2.9010 per share – paid 30 April 2010 2010: $2.2946 per share – paid 30 October 2009 total dividends paid – SPS total dividends paid Consolidated 26 June 2011 $’000 Consolidated 27 June 2010 $’000 Company 26 June 2011 $’000 Company 27 June 2010 $’000 35,279 25,872 35,279 25,872 32,927 68,206 – 25,872 32,927 68,206 – 25,872 7,355 9,950 – – 17,305 85,511 – – 8,877 7,021 15,898 41,770 – – – – – – – – – – 68,206 25,872 * The final SPS distribution totalled $9.9 million, $2.5 million of which has been classified as finance costs. This is consistent with the reclassification of the SPS from equity to debt during the period, prior to being repurchased on 29 April 2011. (C) DiviDENDS PROPOSED aND NOt RECOGNiSED aS a LiaBiLitY Since balance date the directors have declared a final dividend of 1.5 cents per fully paid ordinary share fully franked at the corporate tax rate of 30%. The aggregate amount of the final dividend to be paid on 27 September 2011 out of the retained profits at 26 June 2011, but not recognised as a liability at the end of the year is expected to be $35.3 million. (D) fRaNKED DiviDENDS Franking account balance as at balance date at 30% (2010: 30%) Franking credits that will arise from the payment of income tax payable balances as at the end of the financial year total franking credits available for subsequent financial years based on a tax rate of 30% Company 2011 $’000 Company 2010 $’000 30,936 4,095 39,532 70,468 47,277 51,372 On a tax-paid basis, the Company’s franking account balance is approximately $30.9 million (2010: $4.1 million). The impact on the franking account of the dividend declared by the directors since balance date will be a reduction in the franking account of approximately $15.1 million. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 61 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 7. Receivables Current Trade debtors* Provision for doubtful debts Loans and deposits Prepayments Other total current receivables Non-current Loans and deposits Prepayments Other total non-current receivables 26 June 2011 $’000 27 June 2010 $’000 351,406 (10,061) 373,448 (9,627) 341,345 363,821 111 14,742 15,544 102 11,276 15,176 371,742 390,375 1,876 – 392 2,268 1,880 83 1,057 3,020 * Trade debtors are non-interest bearing and are generally on 7 to 45 day terms. IMPAIRED TRADE DEBTORS As at 26 June 2011, trade debtors of the Group with a nominal value of $10.1 million (2010: $9.6m) were impaired and provided for. No individual amount within the provision for doubtful debts is material. Refer to Note 37(C) for the factors considered in determining whether trade debtors are impaired. As at 26 June 2011, an analysis of trade debtors that are not considered as impaired is as follows: Not past due Past due 0 – 30 days Past due 31 – 60 days Past 60 days 2011 $’000 2010 $’000 243,145 230,445 63,865 17,533 16,802 97,690 19,689 15,997 341,345 363,821 Based on the credit history of these receivables, it is expected these amounts will be received. All other receivables do not contain impaired assets and are not past due. Movements in the provision for doubtful debts are as follows: Balance at the beginning of the financial year Additional provisions Utilised Exchange differences Balance at the end of the financial year 2011 $’000 9,627 3,318 (2,791) (93) 10,061 2010 $’000 9,839 9,400 (9,640) 28 9,627 62 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 8. Inventories Raw materials and stores – at net realisable value Finished goods – at cost Work in progress – at cost total inventories 9. Assets held for sale Freehold land and buildings Plant and equipment total assets held for sale 26 June 2011 $’000 27 June 2010 $’000 34,412 34,391 3,844 711 3,374 278 38,967 38,043 26 June 2011 $’000 27 June 2010 $’000 4,468 507 4,975 5,257 – 5,257 Assets held for sale comprise properties, plant and equipment in Australia and New Zealand that are being actively marketed and for which the sale is highly probable. Prior to being transferred to held for sale, the properties, plant and equipment were remeasured at the lower of carrying amount and fair value less costs to sell. As a result, an impairment charge of $1.4 million (2010: $1.4 million) was recognised in the income statement against the assets. For those properties classified within held for sale, a subsequent impairment charge of $0.1m (2010: nil) was recorded due to reassessment of the property value at the lower of carrying amount and fair value less costs to sell at reporting date. 10. Held to maturity investments Current Bonds total current held to maturity investments The annuity bonds were redeemed on 30 September 2010 for a fair value of $10.6m. 26 June 2011 $’000 27 June 2010 $’000 – – 11,591 11,591 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 63 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 11. Investments accounted for using the equity method Shares in associates Shares in joint ventures total investments accounted for using the equity method (a) iNtEREStS iN aSSOCiatES Name of Company Principal Activity Australian Associated Press Pty Ltd Autobase Limited News agency business and information service E-commerce: online vehicle dealer automotive website Digital Radio Broadcasting Melbourne Pty Ltd Digital audio broadcasting Digital Radio Broadcasting Perth Pty Ltd Digital audio broadcasting Digital Radio Broadcasting Brisbane Pty Ltd Digital audio broadcasting Digital Radio Broadcasting Sydney Pty Ltd Digital audio broadcasting Earth Hour Limited Environmental promotion Homebush Transmitters Pty Ltd Rental of a transmission facility Newspaper House Limited Property ownership New Zealand Press Association Ltd NGA.net Pty Ltd Perth FM Facilities Pty Ltd Times Newspapers Limited Xchange IT Newsagents Pty Ltd News agency business and financial information service Provider of e-recruitment software to corporations Note 26 June 2011 $’000 27 June 2010 $’000 (A)(i) (B)(i) 14,449 18,873 33,322 14,102 29,483 43,585 Place of Incorporation Australia Ownership interest 26 June 2011 27 June 2010 47.0% 47.0% New Zealand 25.4% 25.4% Australia Australia Australia Australia Australia Australia New Zealand New Zealand 18.0% 33.4% 25.0% 11.3% 33.3% 50.0% 45.5% 49.2% 18.0% 33.4% 25.0% 11.3% 33.3% 50.0% 45.5% 49.2% Australia 28.0% 28.0% Rental of a transmission facility Australia Newspaper publishing Provider of EDI software New Zealand Australia 33.3% 49.9% 30.0% 33.3% 49.9% – (i) Carrying amount of investment in associates Balance at the beginning of the financial year Share of associates’ net profit after income tax expense Dividends received/receivable from associates Impairment of investment in associate Exchange differences Balance at end of the financial year (ii) Share of associates’ profits Revenue Profit before income tax expense Income tax expense Net profit after income tax expense (iii) Share of associates’ assets and liabilities Current assets Non-current assets total assets Current liabilities Non-current liabilities total liabilities 64 26 June 2011 $’000 27 June 2010 $’000 14,102 14,819 770 (373) – (50) 685 (350) (1,060) 8 14,449 14,102 39,541 39,528 930 (160) 770 15,641 23,464 39,105 10,622 3,216 13,838 750 (65) 685 15,357 22,405 37,762 10,118 3,123 13,241 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (B) iNtEREStS iN JOiNt vENtuRES Name of Company Principal Activity Place of Incorporation Ownership interest 26 June 2011 27 June 2010 Fermax Distribution Company Pty Ltd Letterbox distribution of newspapers Australia Gilgandra Newspapers Pty Ltd Newspaper publishing and printing Gippsland Regional Publications Partnership Newspaper publishing and printing Torch Publishing Company Pty Ltd Newspaper publishing and printing Online Marketing Group Pty Limited* E-commerce: Online marketing Australia Australia Australia Australia 50.0% 50.0% 50.0% 50.0% – 50.0% 50.0% 50.0% 50.0% 48.0% * Investment in joint venture was increased to a controlling interest of 68.2% on 23 November 2010. As a result, this investment is now part of the consolidated group. Refer to Note 30 for further details. (i) Carrying amount of investment in joint ventures Balance at the beginning of the financial year Share of joint ventures’ net profit after income tax expense Interests in joint venture acquired during the year Dividends received/receivable from joint venture Impairment of investment in joint venture Investment in joint venture transferred to a controlled entity Investment in joint venture disposed during the year Balance at end of the financial year (ii) Share of joint ventures’ profits Revenues Expenses Profit before income tax expense Income tax expense Net profit after income tax expense (iii) Share of joint ventures’ assets and liabilities Current assets Non-current assets total assets Current liabilities Non-current liabilities total liabilities (C) SHaRE Of NEt PROfitS Of aSSOCiatES aND JOiNt vENtuRES Profit before income tax expense Income tax expense Net profit after income tax expense 26 June 2011 $’000 27 June 2010 $’000 29,483 2,592 – (2,200) – (11,002) 31,849 1,541 421 (2,368) (460) – – (1,500) 18,873 29,483 12,377 (9,600) 2,777 (185) 2,592 4,935 17,584 22,519 1,553 424 1,977 13,869 (12,156) 1,713 (172) 1,541 5,141 19,804 24,945 2,259 1,720 3,979 3,707 (345) 3,362 2,463 (237) 2,226 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 65 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 12. Available for sale investments Listed equity securities – at fair value total available for sale investments 26 June 2011 $’000 27 June 2010 $’000 2,633 2,633 4,239 4,239 Available for sale investments consist of investments in ordinary shares at fair value and have no fixed maturity date. 13. Intangible assets Mastheads and tradenames Software Customer relationships Radio licences Goodwill total intangible assets 26 June 2011 $’000 27 June 2010 $’000 3,254,396 3,366,633 71,024 3,453 132,217 85,981 11,631 132,217 1,799,018 2,346,319 5,260,108 5,942,781 RECONCILIATIONS Reconciliations of the carrying amount of each class of intangible at the beginning and end of the current financial year are set out below: Radio licences $’000 Customer relationships $’000 Mastheads & tradenames $’000 Note Software $’000 Goodwill $’000 Total $’000 at 28 June 2009 Cost 156,678 17,103 3,732,273 211,432 2,435,308 6,552,794 Accumulated amortisation and impairment (24,461) (4,723) (378,640) (149,706) (106,717) (664,247) Net carrying amount 132,217 12,380 3,353,633 61,726 2,328,591 5,888,547 Period ended 27 June 2010 Balance at beginning of the financial year 132,217 12,380 3,353,633 61,726 2,328,591 5,888,547 Additions Capitalisations from works in progress 14 Disposals Acquisition through business combinations 3(B) Amortisation charge Impairment Transfer to other asset category Exchange differences at 27 June 2010, net of accumulated amortisation and impairment – – – – – – – – – – – – (3,260) – 2,492 19 – – – – – (89) (3,400) 16,489 13,720 37,924 (2,302) 717 (26,077) – – – – (31) 4,289 – – 908 13,720 37,924 (2,333) 5,006 (29,337) (89) – 273 12,562 29,343 132,217 11,631 3,366,633 85,981 2,346,319 5,942,781 66 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Radio licences $’000 Customer relationships $’000 Mastheads & tradenames $’000 Note Software $’000 Goodwill $’000 Total $’000 at 27 June 2010 Cost 156,678 19,614 3,745,362 242,066 2,453,036 6,616,756 Accumulated amortisation and impairment (24,461) (7,983) (378,729) (156,085) (106,717) (673,975) Net carrying amount 132,217 11,631 3,366,633 85,981 2,346,319 5,942,781 Period ended 26 June 2011 Balance at beginning of the financial year 132,217 11,631 3,366,633 85,981 2,346,319 5,942,781 Additions Capitalisations from works in progress 14 Disposals Acquisition through business combinations Amortisation charge Impairment Exchange differences at 26 June 2011, net of accumulated amortisation and impairment 3(B) at 26 June 2011 Cost – – – – – – – – – – 1,353 (2,897) (6,588) 13 – – 20,846 1,732 11,275 (179) 1,381 – – (2,128) 48,387 1,745 11,275 (2,307) 71,967 (13) (27,842) – (30,752) (80,915) – (562,366) (649,869) (46) (52,168) (1,324) (31,194) (84,732) 132,217 3,453 3,254,396 71,024 1,799,018 5,260,108 156,678 8,008 3,714,053 253,229 2,468,101 6,600,069 Accumulated amortisation and impairment (24,461) (4,555) (459,657) (182,205) (669,083) (1,339,961) Net carrying amount 132,217 3,453 3,254,396 71,024 1,799,018 5,260,108 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 67 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (ii) impairment of cash generating units (CGu) including goodwill and indefinite life assets Goodwill is allocated to CGU Groups identified according to business segment and geographic regions. The recoverable amount of each CGU which includes goodwill or indefinite life intangibles has been tested. The recoverable amount of each CGU is determined based on value-in-use calculations using a three year cash flow projection and a terminal value. These calculations use cash flow projections based on the risk adjusted financial budgets approved by the Directors for the 2012 financial year, after an adjustment for central overheads. Cash flows beyond the 2012 period are extrapolated using the estimated growth rates stated at (iv) below. (iii) allocation of goodwill, licences, mastheads and tradenames to CGus For the financial year ended 26 June 2011, goodwill, licences, mastheads and tradenames were allocated to the following CGU Groups: allocation of goodwill to CGu Groups New South Wales Metropolitan and Community Media* Victorian Metropolitan and Community Media* Australian Regional Media Business Media** Agricultural Media** Australian Online New Zealand Online Printing Operations Broadcasting New Zealand Media Other total goodwill by CGu Groups Metropolitan Media* Specialist Media** total goodwill by reportable segment total goodwill allocation of licences, masthead and tradenames to CGu Groups New South Wales Metropolitan and Community Media Victorian Metropolitan and Community Media Australian Regional Media Business Media Agricultural Media Australian Online New Zealand Online Broadcasting New Zealand Media total licences, mastheads and tradenames total goodwill, licences, mastheads and tradenames 26 June 2011 $’000 27 June 2010 $’000 – – 404,420 8,321 19,658 233,590 559,306 351,713 108,185 5,932 – 76,333 118,946 434,924 16,594 21,354 185,808 590,174 351,613 173,185 9,932 5,739 1,691,125 1,984,602 – 107,893 253,823 107,894 107,893 361,717 1,799,018 2,346,319 431,936 441,565 434,082 443,711 1,090,221 1,082,339 162,523 345,744 23,525 25,340 132,217 733,542 162,523 356,735 8,450 26,739 132,217 852,054 3,386,613 3,498,850 5,185,631 5,845,169 * The Metropolitan Media reportable segment is comprised of New South Wales Metropolitan and Community Media and Victorian Metropolitan and Community Media CGU Groups. ** The Specialist Media reportable segment is comprised of Business Media and Agricultural Media CGU Groups. 68 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (iv) Key assumptions used for value-in-use calculations The key assumptions on which management based its cash flow projections when determining the value-in-use calculations of the CGUs are as follows: • • • • • growth rates of 12% to 20% for Online (2010: 12% to 15%), between 5% to 10% for Media (2010: 7.5% to 15%), 5% for Printing (2010: 5%) and 3% for Broadcasting (2010: 7% to 7.5%) for years 1 to 3. the weighted average growth rates used were derived from internal forecasts. an exchange rate of 1.29 (2010: 1.22) was applied to New Zealand mastheads. the post-tax discount rates applied to the CGU Groups’ cash flow projections was in the range 9.4% to 14.9% producing a mid point of 10.1% for both Australian and New Zealand Media (2010: Aust: 10.3%; NZ: 10.9%), 12.3% for Australian Online (2010: 12.5%) and 12.8% for New Zealand Online (2010: 13.1%). terminal value growth rate of 3.5% (2010: 3.5%) was used for cash flows from year 4 onwards for all CGUs with the exception of Agricultural Media, Printing Operations, Broadcasting and a small number of Australian Regional Media and New Zealand Media CGUs which were calculated at 3.0% (2010: 3.0%). As a result of revisions in certain key assumptions to reflect current trading conditions, the carrying value of goodwill, mastheads and customer relationships allocated to certain CGU Groups displayed in (iii) above have been reduced to their recoverable amount through the recognition of a $649.9 million impairment loss. This impairment is as a result of a number of factors, including the slower than expected recovery of the advertising market in the second half of fiscal 2011 and the ongoing impact of soft economic conditions. Restructuring programs anticipated but not approved yet by the Board have not been included in the value in use calculations. The Directors note that the extent and duration of the current weakness is difficult to predict and have carefully considered the economic outlook and the market in which each media asset operates. Directors consider that, despite the impairment provision recognised, the fair value of the Group’s intangible assets in aggregate is in excess of carrying value. (v) impact of possible change in key assumptions Holding all assumptions constant, if year 1 cash flow forecasts declined by 5%, an aggregated impairment of $145.8 million would result in all CGUs with the exception of Online and Printing Operations. Holding all assumptions constant, if the discount rate applied to the media cash flow projections was increased by 0.25%, an aggregated impairment of $91.1 million would result in all CGUs with the exception of Online and Printing Operations. If the rate was further increased by 0.5%, an aggregated impairment of $182.1 million would result across all CGUS with the exception of Online and Printing Operations. If terminal value growth rates of 2.75% was consistently applied across all CGUs an impairment of $196.4 million would result in all CGUs with the exception of Online and Printing Operations. Management does not consider that there are any other reasonably possible changes in any of the key assumptions which would cause the carrying amount of any of the CGU Groups to exceed its recoverable amount. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 69 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 14. Property, plant and equipment Freehold land and buildings At cost Provision for depreciation total freehold land and buildings Leasehold buildings At cost Provision for depreciation total leasehold buildings Plant and equipment At cost Provision for depreciation total plant and equipment Capital works in progress – at cost total property, plant and equipment 26 June 2011 $’000 27 June 2010 $’000 267,103 (34,530) 271,799 (31,442) 232,573 240,357 100,101 (25,285) 100,306 (22,205) 74,816 78,101 1,112,149 1,115,740 (713,739) (664,580) 398,410 451,160 16,547 9,003 722,346 778,621 RECONCILIATIONS Reconciliations of the carrying amount of each class of property, plant and equipment during the financial year are set out below: Capital works in progress $’000 Freehold land & buildings $’000 Leasehold buildings $’000 Plant and equipment $’000 Note Total $’000 at 28 June 2009 Cost Accumulated depreciation and impairment Net carrying amount Period ended 27 June 2010 Balance at beginning of financial year Additions/capitalisations Capitalisation to software Disposals Acquisition through business combinations Depreciation charge Assets classified as held for sale Impairment Exchange differences at 27 June 2010, net of accumulated depreciation and impairment 13 3(B) 9 70 89,880 – 272,176 (25,895) 84,811 1,173,383 1,620,250 (20,560) (710,076) (756,531) 89,880 246,281 64,251 463,307 863,719 89,880 (42,950) (37,924) 246,281 5,189 – 64,251 19,755 – (1,202) (2,657) – – 463,307 863,719 67,200 – (319) 7 49,194 (37,924) (4,178) 7 (4,990) (5,257) (588) 924 (2,959) (76,337) (84,286) – (218) (71) – (4,020) 1,322 (5,257) (4,826) 2,172 – – – – – (3) 9,003 240,357 78,101 451,160 778,621 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Capital works in progress $’000 Freehold land & buildings $’000 Leasehold buildings $’000 Plant and equipment $’000 Note Total $’000 9,003 – 271,799 (31,442) 100,306 1,115,740 1,496,848 (22,205) (664,580) (718,227) 9,003 240,357 78,101 451,160 778,621 at 27 June 2010 Cost Accumulated depreciation and impairment Net carrying amount Period ended 26 June 2011 Balance at beginning of financial year 9,003 240,357 78,101 451,160 778,621 13 3(B) 9 Additions/capitalisations Capitalisation to software Disposals Acquisition through business combinations Depreciation charge Assets classified as held for sale Impairment Exchange differences at 26 June 2011, net of accumulated depreciation and impairment at 26 June 2011 Cost Accumulated depreciation and impairment 20,746 (11,275) (13) – – (507) (1,252) (155) 493 – (38) 398 (5,094) (1,005) – (2,538) 781 – (325) – 34,901 – (6,598) 662 56,921 (11,275) (6,974) 1,060 (3,677) (74,828) (83,599) – – (64) 150 (3,808) (3,229) (1,362) (5,060) (5,986) 16,547 232,573 74,816 398,410 722,346 16,547 – 267,103 (34,530) 100,101 1,112,149 1,495,900 (25,285) (713,739) (773,554) Net carrying amount 16,547 232,573 74,816 398,410 722,346 During the current year, an impairment charge of $1.4 million was recorded on property, plant and equipment prior to transferring these assets to held for sale. The assets were remeasured at the lower of carrying amount and fair value less costs to sell (refer to Note 9). In addition, an impairment charge of $3.7 million was recorded on printing press equipment in New Zealand following a review of recoverable amount. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 71 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 15. Derivative financial instruments Non-current assets Cross currency swap – cash flow hedge Cross currency swap – fair value hedge Cross currency swap – net investment hedge Call option derivative total non-current derivative assets Current liabilities Interest rate swap – cash flow hedge Cross currency swap – cash flow hedge Cross currency swap – fair value hedge total current derivative liabilities Non-current liabilities Interest rate swap – cash flow hedge Cross currency swap – fair value hedge Cross currency swap – cash flow hedge Obligation under put option* total non-current derivative liabilities 26 June 2011 $’000 27 June 2010 $’000 – – 27,339 500 27,839 6,540 72,800 860 80,200 13,453 74,379 7,481 11,221 101 29,909 14,342 – 44,352 – 55 12,512 12,567 23,612 24,453 37,028 – 106,534 85,093 * Present value of exercise price of the put option over subsidiary shares. The put and the call option are 50% exercisable in the period July – October 2012 and the remaining interest is exercisable in the period July 2013 – September 2013. The Group uses derivative financial instruments to reduce the exposure to fluctuations in interest rates and foreign currency rates. The Group formally designates hedging instruments to an underlying exposure and details the risk management objectives and strategies for undertaking hedge transactions. The Group assesses at inception and on a semi-annual basis thereafter, as to whether the derivative financial instruments used in the hedging transactions are effective at offsetting the risks they are designed to hedge. Due to the high effectiveness between the hedging instrument and underlying exposure being hedged, value changes in the derivatives are generally offset by changes in the fair value or cash flows of the underlying exposure. Any derivatives not formally designated as part of a hedging relationship are fair valued with any changes in fair value recognised in the income statement. The derivatives entered into are over-the-counter instruments within liquid markets. 72 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (a) HEDGiNG aCtivitiES (i) Cash flow hedges – interest rate and cross currency swaps At 26 June 2011, the Group held interest rate swaps and cross currency swaps designated as hedges of future contracted interest payments on the EUR denominated Eurobonds. The combined swaps are being used to hedge a combination of future movements in interest rates and foreign currency exchange rates. At 26 June 2011, the notional principal amounts and period of expiry of the swaps are as follows: Pay fixed, receive floating – AUD$550m Interest rate Maturity date 15 June 2012 2011 7.60% 2010 7.60% The swaps designated to cash flow hedges cover approximately 98% of the Eurobond principal outstanding, with the remaining 2% of the Eurobond hedges designated as fair value hedges. The contracts require settlement on interest receivable annually and interest payable each 90 days. These dates coincide with the interest payable dates on the underlying Eurobond. At 26 June 2011, the Group held cross currency swaps designated as hedges of future contracted interest payments on the USD denominated senior notes issued in July 2007. The cross currency swaps are being used to hedge a combination of future movements in interest rates and foreign currency exchange rates. At 26 June 2011, the notional principal amounts and period of expiry of the swaps for each counterparty are as follows: Pay fixed, receive floating – AUD$59.5m Pay fixed, receive floating – AUD$59.5m Interest rate Maturity date 10 July 2017 10 July 2017 2011 7.52% 7.46% 2010 7.52% 7.46% The contracts require settlement on interest receivable semi annually and interest payable each 90 days. These dates coincide with the interest payable dates on the underlying Senior Notes. At 26 June 2011, the Group held an interest rate swap designated as hedging the future contracted interest payments on AUD denominated bank borrowings. The interest rate swap is being used to hedge future movements in interest rates. At 26 June 2011, the notional principal amount and period of expiry of the swap are as follows: Pay fixed, receive floating – AUD$125m Interest rate Maturity date 12 October 2015 2011 6.52% 2010 6.52% The contract requires settlement on interest receivable and interest payable each 90 days. These dates coincide with the interest payable dates on the underlying AUD denominated bank borrowings. At 26 June 2011, the above hedges were assessed to be highly effective with a combined unrealised loss in fair value of $9.7 million (2010: $4.0 million gain) recognised in equity for the period. During the period an unrealised loss of $0.1 million (2010: $3.3 million unrealised loss) was recognised in the income statement attributable to the ineffective portion of the cash flow hedges. During the year there was no material gain or loss transferred from equity to the income statement (2010: $1.8 million unrealised loss). (ii) Cash flow hedges – foreign exchange contracts During the year, forward exchange contracts were used by the Group to hedge future foreign capital purchase commitments across the Australian and New Zealand business. The contracts are timed to mature as payments are scheduled to be made to suppliers. At 26 June 2011, the Group did not hold any forward exchange contracts (2010: nil). The foreign currency contracts are considered to be fully effective hedges as they are matched against the highly probable foreign capital purchases with any gain or loss on the contracts taken directly to equity. When the contract is delivered, the Group will adjust the initial measurement of any component recognised on the balance sheet by the related amount deferred in equity. During the current and prior financial period there was no material ineffectiveness recognised in the income statement attributable to cash flow hedges of foreign exchange contracts. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 73 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (iii) fair value hedges At 26 June 2011, the Group held cross currency swap agreements designated to changes in the underlying value of USD denominated senior notes (refer to Note 18). The terms of certain cross currency swap agreements exchange USD obligations into AUD obligations and other agreements exchange USD obligations into NZD obligations. The latter are also designated to hedge value changes in the Group’s New Zealand controlled entities (excluding Trade Me Limited), as discussed in Note (iv) below. At 26 June 2011, the Group also held cross currency swap agreements partly designated to changes in the underlying value of the EUR denominated Eurobond (refer to Note 18). The terms of the cross currency swap exchange EUR obligations into AUD obligations. This swap has been 99% designated to a cash flow hedge, as discussed in (i) above. At 26 June 2011, the cross currency swap agreements had a combined value of $75.2 million (2010: $7.1 million). The cross currency swaps are designated based on matched terms to the debt and also have the same maturity profile as the USD denominated senior notes and the EUR denominated Eurobonds. The terms of these cross currency swaps are as follows: Pay floating AUD receive fixed USD – USD $125m Pay floating AUD receive floating USD – USD $25m Pay floating NZD receive fixed USD – USD $40m Pay floating NZD receive fixed USD – USD $90m Pay floating NZD receive fixed USD – USD $50m Pay floating AUD receive fixed EUR – EUR €4m Maturity date 10 July 2014 10 July 2014 15 January 2019 15 January 2016 15 January 2014 15 June 2012 For the Group, the remeasurement of the hedged items resulted in a gain before tax of $79.3 million (2010: $32.3 million gain) and the changes in the fair value of the hedging instruments resulted in a loss before tax of $73.8 million (2010: $33.4 million loss) resulting in a net gain before tax of $5.5 million (2010: $1.1 million loss) recorded in finance costs. (iv) Net investment hedges The NZD/USD cross currency swap agreements have also been designated to hedge the net investment in New Zealand controlled entities acquired as part of the acquisition of the business assets of Independent News Limited in June 2003. At 26 June 2011, the hedges were assessed to be highly effective with an unrealised gain of $9.2 million (2010: $3.0 million loss) recognised in equity. During the current financial period there was an unrealised loss of $0.1 million (2010: $0.1 million loss) recognised in the income statement attributable to the ineffective portion of the net investment hedges. 74 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 16. Deferred tax assets and liabilities (a) RECOGNiSED DEfERRED tax aSSEtS aND LiaBiLitiES Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net 26 June 2011 $’000 27 June 2010 $’000 26 June 2011 $’000 27 June 2010 $’000 26 June 2011 $’000 27 June 2010 $’000 Property, plant and equipment 4,268 4,551 Inventories Investments Intangible assets Other assets Provisions Payables Other liabilities Other – – 6,306 16,039 50,001 12,152 4,771 2,913 – – 6,567 25,216 48,993 9,504 2,676 4,147 36,893 3,155 10,915 38,656 17,728 – – 241 165 27,374 3,020 10,347 41,935 22,258 – – 229 1,091 (32,625) (3,155) (10,915) (32,350) (1,689) 50,001 12,152 4,530 2,748 (22,823) (3,020) (10,347) (35,368) 2,958 48,993 9,504 2,447 3,056 Gross deferred tax assets/liabilities 96,450 101,654 107,753 106,254 (11,303) (4,600) Set-off of deferred tax assets/liabilities (85,938) (89,880) (85,938) (89,880) – – Net deferred tax assets/liabilities 10,512 11,774 21,815 16,374 (11,303) (4,600) (B) MOvEMENt iN tEMPORaRY DiffERENCES DuRiNG tHE fiNaNCiaL YEaR Property, plant and equipment Inventories Investments Intangible assets Other assets Provisions Payables Other liabilities Other Property, plant and equipment Inventories Investments Intangible assets Other assets Provisions Payables Other liabilities Tax losses Other Balance 27 June 2010 Recognised on acquisition Recognised in income Recognised in equity Balances disposed Balance 26 June 2011 (22,823) (3,020) (10,347) (35,369) 2,958 48,993 9,504 2,448 3,056 – – – (576) – 47 – – – (9,802) (135) (847) 3,595 (8,906) 961 2,648 2,082 (487) – – 279 – 4,259 – – – 179 (4,600) (529) (10,891) 4,717 – – – – – – – – – – (32,625) (3,155) (10,915) (32,350) (1,689) 50,001 12,152 4,530 2,748 (11,303) Balance 28 June 2009 Recognised on acquisition Recognised in income Recognised in equity Balances disposed Balance 27 June 2010 (13,791) (2,788) (10,498) (37,616) (356) 52,826 10,288 3,202 1,510 (4,465) (1,688) – – – – – – – – – – – (9,032) (232) 432 2,247 2,588 (3,833) (784) (754) (1,510) 7,276 (3,602) – – (281) – 726 – – – – 245 690 – – – – – – – – – – – (22,823) (3,020) (10,347) (35,369) 2,958 48,993 9,504 2,448 – 3,056 (4,600) FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 75 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (C) tax LOSSES aND futuRE DEDuCtiBLE tEMPORaRY DiffERENCES The Group has realised Australian capital losses for which no deferred tax asset is recognised on the balance sheet of $213,358,421 (2010: $208,979,744) which are available indefinitely for offset against future capital gains subject to continuing to meet relevant statutory tests. The Group has deductible temporary differences for which no deferred tax asset is recognised on the balance sheet of $299,425,782 (2010: $298,194,934). (D) uNRECOGNiSED tEMPORaRY DiffERENCES At 26 June 2011, there are no material unrecognised temporary differences associated with the Group’s investments in associates or joint ventures, as the Group has no material liability for additional taxation should unremitted earnings be remitted (2010: Nil). 17. Payables Trade and other payables* Interest payable Income in advance total current payables * Trade payables are non-interest bearing and are generally on 30 day terms. 26 June 2011 $’000 27 June 2010 $’000 184,229 188,489 22,192 73,248 18,944 69,147 279,669 276,580 76 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 18. Interest bearing liabilities Current interest bearing liabilities – unsecured Bank borrowings Other loans Senior notes Medium term notes Eurobonds Other Finance lease liability total current interest bearing liabilities Non-current interest bearing liabilities – unsecured Bank borrowings Other loans Senior notes Eurobonds Other Finance lease liability total non-current interest bearing liabilities Net debt for financial covenant purposes Cash and cash equivalents Current interest bearing liabilities Non-current interest bearing liabilities Derivative financial instruments liabilities* Net debt for financial covenant purposes Note 26 June 2011 $’000 27 June 2010 $’000 (B) (C) (E) (F) (D) (D) (B) (C) (F) (D) (D) 19,378 – – 167,700 472,543 3,322 3,842 58,531 167,587 – 39,975 3,579 666,785 269,672 392,060 145,231 450,293 – 8,311 14,583 539,431 494,068 11,634 18,425 865,247 1,208,789 (207,137) 666,785 865,247 162,706 (117,872) 269,672 1,208,789 74,413 1,487,601 1,435,002 * Debt hedging instruments as measured against the undiscounted contractual AUD cross currency swap obligations and therefore may not equate to the values disclosed in the balance sheet (inclusive of transaction costs). (a) fiNaNCiNG aRRaNGEMENtS The Group net debt for financial covenant purposes, taking into account all debt related derivative financial instruments, was $1,488 million as at 26 June 2011 (2010: $1,435 million). The Group has sufficient unused committed facilities at the balance sheet date to finance maturing current interest bearing liabilities. The Group has a number of financing facilities which are guaranteed by Fairfax Media Limited and are covered by deeds of negative pledge. (B) BaNK BORROWiNGS Current A NZ$50 million revolving committed cash advance facility is available to the Group until December 2011. At 26 June 2011, NZ$25 million was drawn down (2010: NZ$25 million). A $1,155.6 million syndicated bank facility is available to the Group until periods ranging from April 2013 to April 2015. At 26 June 2011, $395 million was drawn (2010: $125 million). The interest rate for the drawings under this facility is the applicable bank bill rate plus a credit margin. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 77 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (C) SENiOR NOtES The Group issued Senior Notes in the US private placement market with a principal value of US$230 million (A$289.8 million) in January 2004 with a fixed coupon of between 4.74% p.a. and 5.85% p.a. payable semi-annually in arrears. The interest and principal on the Senior Notes are payable in US dollars and were swapped into floating rate New Zealand dollars and floating rate Australian dollars via cross-currency swaps. This issue of Senior Notes comprises maturities ranging from January 2014 to January 2019. In January 2011 Senior Notes of US$50 million were repaid. The weighted average maturity of the issue is approximately 4.7 years. The applicable cross-currency swap credit margin includes the cost of hedging all currency risk and future interest and principal repayments on a quarterly basis. The Group issued further Senior Notes in the US private placement market with a principal value of US$250 million (A$308.2 million) in July 2007 comprising maturities ranging from July 2014 to July 2017. The weighted average maturity of this issue is approximately 4.2 years. The issued notes include fixed rate coupon notes, paying a weighted average coupon of 6.4% p.a. semi annually in arrears, and floating rate coupon notes. The interest and principal on the Senior Notes are payable in US dollars and were swapped into fixed and floating rate Australian dollars via cross-currency swaps. An additional 1.00% p.a. step up margin is payable on the coupons, effective from 10 July 2009. (D) OtHER LOaNS aND fiNaNCE LEaSE LiaBiLitY The Chullora printing facility in Sydney is partially financed by a finance lease facility and loans with a maturity date of September 2015. There is a finance lease of $18.4 million (2010: $22.0 million), which was entered into in February 1996. There is also principal and interest outstanding of $11.6 million (2010: $15.1 million) in the form of a fixed rate loan with an established repayment schedule. The CPI indexed annuity loan of $36.6 million outstanding at June 2010 was repaid in full on 30 September 2010 in accordance with the early redemptive provisions. The finance lease facility and fixed rate loan will continue to maturity in September 2015. (E) MEDiuM tERM NOtES (MtNs) On 27 June 2006, the Group issued $200 million of MTNs with a maturity date of 27 June 2011. The MTNs were issued at a fixed coupon of 6.865% p.a. In May 2009, the Group repurchased and cancelled $32.3 million of the outstanding MTNs. After the Group’s accounting year end on 26 June 2011, the remaining $167.7 million of MTNs were repaid on 27 June 2011. (f) EuROBONDS On 15 June 2007 the Group issued €350 million guaranteed notes with a maturity date of 15 June 2012. The notes pay a fixed coupon of 6.25% p.a. payable annually in arrears (2010: 6.25%). The interest and principal on the notes are payable in Euro and were swapped into fixed rate Australian dollars via cross-currency swaps. 78 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 19. Provisions Current Employee benefits Defamation Property Redundancy Other total current provisions Non-current Employee benefits Property Other total non-current provisions 26 June 2011 $’000 27 June 2010 $’000 103,232 101,558 6,283 346 30,703 246 3,341 599 4,183 267 140,810 109,948 13,527 36,821 48 50,396 12,812 34,936 258 48,006 RECONCILIATION Reconciliations of the carrying amount of each class of provision, other than employee benefits, during the financial year are set out below: at 27 June 2010 Current Non-current total provisions, excluding employee benefits Period ended 26 June 2011 Balance at beginning of the financial year Additional provision Acquisition of controlled entities Utilised Exchange differences Defamation $’000 Property $’000 Redundancy $’000 3,341 – 599 34,936 3,341 35,535 4,183 – 4,183 3,341 3,824 – (873) (9) 35,535 3,149 23 4,183 33,608 – (1,531) (7,126) (9) 38 Balance at end of the financial year 6,283 37,167 30,703 at 26 June 2011 Current Non-current 6,283 346 30,703 – 36,821 – total provisions, excluding employee benefits 6,283 37,167 30,703 Other $’000 267 258 525 525 545 – (776) – 294 246 48 294 NATURE AND TIMING OF PROVISIONS (i) Employee benefits Provisions for employee benefits include liabilities for annual leave and long service leave and are measured at the amounts expected to be paid when the liabilities are settled, refer to Note 1(S)(i). (ii) Defamation From time to time, entities in the Group are sued for defamation and similar matters in the ordinary course of business. The defamation provision maintained is with respect to various matters across the Group. At the date of this report there were no legal actions against the consolidated entity that have not been adequately provided for or that are expected to have a material impact on the Group. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 79 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (iii) Property The provision for property costs is in respect of make good provisions, deferred lease incentives and onerous lease provisions. The make good provisions and deferred lease incentives are amortised over the shorter of the term of the lease or the useful life of the assets, being up to 20 years. (iv) Redundancy The provision is in respect of amounts payable in connection with redundancy and includes termination benefits, on-costs and outplacement services. (v) Other Other provisions includes various other costs relating to the business. 20. Pension assets and liabilities SUPERANNUATION PLAN The Group contributes to defined contribution and defined benefit plans which provide benefits to employees and their dependants on retirement, disability or death. All defined benefit plans are closed to new members. The superannuation arrangements in Australia are managed in a sub-plan of the Mercer Super Trust, called Fairfax Media Super. The Trustee of the Trust is Mercer Investment Nominees Limited. The superannuation arrangements in New Zealand are managed by AoN Consulting New Zealand Limited in three funds – Fairfax NZ Retirement Fund, Fairfax New Zealand Superannuation Fund and Fairfax NZ Senior Executive Superannuation Scheme. All New Zealand funds have defined contribution plans and the Fairfax NZ Retirement Fund has a defined benefit section. The defined contribution plans receive fixed contributions from employees and from Group companies and the Group’s legally enforceable obligation is limited to these contributions. The defined benefit plans receive employee contributions plus Group company contributions at rates recommended by the plans’ actuaries. The following sets out details in respect of the defined benefit plans only and in the case of the Fairfax NZ Retirement Fund, excludes $52.1 million (2010: $50.9 million) of defined contribution assets and entitlements. (a) BaLaNCE SHEEt The amounts recognised in the balance sheet are determined as follows: Pension asset Pension liabilities Net pension liabilities Present value of the defined benefit obligation Fair value of defined benefit plan assets Net pension liabilities Note 26 June 2011 $’000 27 June 2010 $’000 260 (3,595) (3,335) (22,644) 19,309 – (4,800) (4,800) (21,512) 16,712 (3,335) (4,800) (B) (C) (B) RECONCiLiatiON Of tHE PRESENt vaLuE Of DEfiNED BENEfit OBLiGatiON Balance at the beginning of the financial year 21,512 20,560 Current service cost Interest cost Contributions by employees Actuarial (gains) /losses Benefits paid Taxes, premiums and expenses paid Exchange differences on foreign plans Balance at the end of the financial year 80 952 979 248 (725) (56) (243) (23) 954 944 23 1,643 (2,513) (106) 7 22,644 21,512 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (C) RECONCiLiatiON Of tHE faiR vaLuE Of PLaN aSSEtS Balance at the beginning of the financial year Expected return on plan assets Actuarial gains Contributions by Group companies and employees Benefits paid Taxes, premiums and expenses paid Exchange differences on foreign plans Balance at the end of the financial year (D) aMOuNtS RECOGNiSED iN iNCOME StatEMENt The amounts recognised in the income statement are as follows: Current service cost Interest cost Expected return on plan assets Total included in employee benefits expense actual return on plan assets 26 June 2011 $’000 27 June 2010 $’000 16,712 1,168 660 1,081 (56) (243) (13) 17,875 1,194 657 (408) (2,512) (106) 12 19,309 16,712 952 979 954 944 (1,168) (1,194) 763 704 1,636 2,019 (E) CatEGORiES Of PLaN aSSEtS The major categories of plan assets as a percentage of the fair value of the total defined benefit plan assets are as follows: Cash Australian equities Overseas equities Fixed interest securities Property Other (f) PRiNCiPaL aCtuaRiaL aSSuMPtiONS The principal actuarial assumptions used (expressed as weighted averages) were as follows: Discount rate Expected return on plan assets Future salary increases 26 June 2011 % 27 June 2010 % 9 20 33 28 5 5 2011 % 5.2 5.9 4.0 7 21 31 28 8 5 2010 % 5.1 5.9 4.0 The expected rate of return on assets has been determined by weighting the expected long term return for each class by the target allocation of assets to each asset class. This resulted in a 5.9% p.a. rate of return, net of tax and expenses (2010: 5.9% p.a). FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 81 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (G) EMPLOYER CONtRiButiONS Employer contributions to the defined benefit section of the plans are based on recommendations by the plans’ actuaries. Actuarial assessments are made at three yearly intervals and the last actuarial assessment of Fairfax Super was carried out as at 1 July 2008 by Mercer Human Resource Consulting Pty Ltd. The last actuarial assessment of Fairfax NZ Retirement Fund was carried out as at 1 April 2008 by AoN Consulting New Zealand Limited. Fairfax New Zealand Superannuation Fund and Fairfax NZ Senior Executive Superannuation Scheme are defined contribution funds and do not require an actuarial assessment. The objective of funding is to ensure that the benefit entitlements of members and other beneficiaries are fully funded by the time they become payable. To achieve this objective, the actuary has adopted a method of funding benefits known as the aggregate funding method. This funding method seeks to have benefits funded by means of a total contribution which is expected to be a constant percentage of members’ salaries over their working lifetimes. Total employer contributions expected to be paid by Group companies for the 2012 financial year are $758,000. (H) NEt fiNaNCiaL POSitiON Of PLaN In accordance with AAS 25 Financial Reporting by Superannuation Plans the plans’ net financial position is determined as the difference between the present value of the accrued benefits and the net market value of plan assets. This has been determined as a surplus of $3.3 million at the most recent financial position of the plans, being 1 July 2008 for Australia and 1 April 2008 for New Zealand. As such, the assets of each of the plans are sufficient to satisfy all benefits that would have vested under the plans in the event of termination of the plans and voluntary or compulsory termination of employment of each employee. The directors, based on the advice of the trustees of the plan, are not aware of any changes in circumstances since the date of the most recent financial statements of the plans (1 July 2008 for Australia and 1 April 2008 for New Zealand), which would have a material impact on the overall financial position of the defined benefit plan. (i) HiStORiC SuMMaRY Defined benefit plan obligation Plan assets Surplus/(deficit) 2007 $’000 2008 $’000 2009 $’000 2010 $’000 (20,048) 33,429 (24,254) 29,796 (20,560) 17,875 (21,512) 16,712 13,381 5,542 (2,685) (4,800) Experience adjustments arising on plan liabilities Experience adjustments arising on plan assets (2,032) (1,038) 7,678 (3,132) (1,513) 6,283 1,551 (756) 2011 $’000 (22,644) 19,309 (3,335) (490) (585) 26 June 2011 $’000 27 June 2010 $’000 3,686 3,686 73 14,760 14,833 – – 2,575 – 2,575 21. Other financial assets Current Loan receivable total current other financial assets Non-current Shares in unlisted entities – at fair value Loan receivable total non-current other financial assets 82 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 22. Contributed equity Ordinary Shares 2,351,955,725 ordinary shares fully paid (2010: 2,351,955,725) unvested Employee incentive Shares 11,723,026 unvested employee incentive shares (2010: 8,411,794) Stapled Preference Shares (SPS) Nil stapled preference shares (2010: 3,000,000) Debentures 281 debentures fully paid (2010: 281) total contributed equity * Amount is less than $1000. Note 26 June 2011 $’000 27 June 2010 $’000 (A) 4,667,944 4,667,944 (B) (21,696) (18,430) (C) (D) – 293,163 * * 4,646,248 4,942,677 RECONCILIATIONS Reconciliations of each class of contributed equity at the beginning and end of the current financial year are set out below: (a) ORDiNaRY SHaRES Balance at beginning of the financial year Share issue costs Note 26 June 2011 No. of shares 27 June 2010 No. of shares 26 June 2011 $’000 27 June 2010 $’000 2,351,955,725 2,351,955,725 4,667,944 4,667,990 – – – (46) Balance at end of the financial year 2,351,955,725 2,351,955,725 4,667,944 4,667,944 (B) uNvEStED EMPLOYEE iNCENtivE SHaRES Balance at beginning of the financial year Share acquisition – 10 December 2010 Tax benefit recognised directly in equity 8,411,794 3,311,232 – 8,411,794 (18,430) (33,031) – – (4,666) 1,400 – 14,601 Balance at end of the financial year 11,723,026 8,411,794 (21,696) (18,430) (C) StaPLED PREfERENCE SHaRES (SPS) Balance at beginning of the financial year 3,000,000 3,000,000 Share repurchase – 29 April 2011 (3,000,000) Share issue costs transferred to reserves 23 Balance at end of the financial year (D) DEBENtuRES Balance at beginning of the financial year Balance at end of the financial year total contributed equity * Amount is less than $1000. – – 281 281 293,163 (300,000) 6,837 293,163 – – – – 3,000,000 – 293,163 281 281 * * * * 4,646,248 4,942,677 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 83 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 TERMS AND CONDITIONS OF CONTRIBUTED EQUITY (a) Ordinary Shares Ordinary shares entitle the holder to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person, or by proxy, at a meeting of the Company. Dividend Reinvestment Plan Fairfax Media Limited introduced a Dividend Reinvestment Plan (DRP) to eligible shareholders during the financial year ended 30 June 2004. Under the terms of the DRP eligible shareholders are able to elect to reinvest their dividends in additional Fairfax shares, free of any brokerage or other transaction costs. Shares are issued and/or transferred to DRP participants at a predetermined price, less any discount that the directors may elect to apply from time to time. During the financial year ended 26 June 2011, no ordinary shares (2010: nil) were issued under the terms of the DRP. (B) unvested Employee incentive Shares Shares in Fairfax Media Limited are held by the Executive Employee Share Plan Trust for the purpose of issuing shares under the Long Term Incentive Plan. Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholder meetings. (C) Stapled Preference Shares (SPS) The SPS (FXJPB), which was issued on 23 March 2006 for a face value of $100 per share, is a stapled security comprising a fully paid SPS Preference Share issued by the Company, Fairfax Media Limited and a fully paid unsecured note issued by Fairfax Group Finance New Zealand Limited, a wholly owned entity of the Company. Holders of the SPS are not entitled to vote. Distribution payments are at the discretion of directors however distributions, in the form of interest on the notes, are expected to be paid semi-annually in arrears each April and October, and rank in preference to ordinary shareholders and equally with preference shareholders. The distribution rate is calculated as the sum of the six month bank bill swap rate and a margin. Distributions are non-cumulative. Total distribution payments in the year to SPS holders was $19.8 million (2010: $15.8 million). Of the total distribution, $17.3 million has been classified as dividends paid (refer Note 6), with the remaining $2.5 million classified as finance costs. The classification is consistent with the reclassification of the SPS from equity to debt during the period. On 29 April 2011, all of the SPS were repurchased in accordance with their terms of issue for a repurchase amount of $100 per share. (D) Debentures Debenture holders terms and conditions are disclosed in Note 1(T). 84 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 23. Reserves Asset revaluation reserve, net of tax Foreign currency translation reserve, net of tax Cashflow hedge reserve, net of tax Net investment hedge reserve, net of tax Share-based payment reserve, net of tax Acquisition reserve General reserve total reserves (a) asset revaluation reserve Balance at beginning of the financial year Revaluation of available for sale investments Tax effect on available for sale investments Balance at end of the financial year (B) foreign currency translation reserve Balance at beginning of the financial year Net exchange differences on currency translation, net of tax Balance at end of the financial year (C) Cashflow hedge reserve Balance at beginning of the financial year Effective portion of changes in value of cashflow hedges Tax effect of net changes on cashflow hedges Balance at end of the financial year (D) Net investment hedge reserve Balance at beginning of the financial year Effective portion of changes in value of net investment hedges Tax effect on net investment hedges Balance at end of the financial year (E) Share-based payment reserve Balance at beginning of the financial year Share-based payment expense Tax effect on share-based payment expense Tax expense recognised directly in reserve Balance at end of the financial year (f) acquisition reserve Balance at beginning of the financial year Acquisition of non-controlling interest Recognition of put option on non-controlling interest Balance at end of the financial year Note 26 June 2011 $’000 27 June 2010 $’000 (A) (B) (C) (D) (E) (F) (G) 506 1,833 (233,884) (140,969) 1,220 5,167 6,971 563 (6,837) 10,946 (4,037) 5,099 – – (226,294) (127,128) 1,833 (1,606) 279 506 32 2,082 (281) 1,833 (140,969) (173,662) (92,915) 32,693 (233,884) (140,969) 10,946 (13,894) 4,168 1,220 (4,037) 13,148 (3,944) 5,167 5,099 2,675 (803) – 6,971 – (4,637) 5,200 563 7,286 4,522 (862) 10,946 (1,024) (4,272) 1,259 (4,037) 3,987 3,297 (989) (1,196) 5,099 – – – – FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 85 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (G) General reserve Balance at beginning of the financial year Share issue costs transferred from contributed equity Balance at end of the financial year NATURE AND PURPOSE OF RESERVES Note 22 26 June 2011 $’000 27 June 2010 $’000 – (6,837) (6,837) – – – (a) asset revaluation reserve The asset revaluation reserve is used to record increments and decrements on the revaluation of non-current assets. From 1 July 2004, changes in the fair value of investments classified as available for sale investments are recognised in the asset revaluation reserve, as described in Note 1(M). (B) foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising on translation of foreign controlled entities and associated funding of foreign controlled entities, as described in Note 1(F). (C) Cashflow hedge reserve The hedging reserve is used to record the portion of gains and losses on a hedging instrument in a cash flow hedge that is determined to be an effective hedge, as described in Note 1(N). Refer to further disclosures at Note 15. (D) Net investment hedge reserve The net investment hedge reserve is used to record gains and losses on a hedging instruments in a fair value hedge, as described in Note 1(F). Refer to further disclosures at Note 15. (E) Share-based payment reserve The share-based payments reserve is used to recognise the fair value of shares issued but not vested and transfers to fund the acquisition of Share Trust shares, as described in Note 1(S)(ii). (f) acquisition reserve The acquisition reserve is used to record differences between the carrying value of non-controlling interests and the consideration paid/received, where there has been a transaction involving non-controlling interests that does not result in a loss of control. The reserve is attributable to the equity of the parent. (G) General reserve The general reserve is used to record Stapled Preference Share (SPS) issue costs that have been transferred from contributed equity. The SPS were repurchased on 29 April 2011. 86 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 24. Retained profits Balance at beginning of the financial year Net (loss)/profit for the financial year Actuarial gain/(loss) on defined benefit plans, net of tax Tax benefits recognised directly in equity total available for appropriation Dividends paid Balance at end of the financial year 25. Non-controlling interest Interest in: Contributed equity Reserves Retained profits Balance at end of the financial year RECONCILIATION Balance at beginning of the financial year Acquisition of controlled entities Acquisition of non-controlling interest in previously controlled entities Share of profit for the period Dividends paid to non-controlling interest Balance at end of the financial year Note 26 June 2011 $’000 27 June 2010 $’000 481,978 (390,861) 967 5,191 237,604 282,115 (741) 4,770 97,275 523,748 6 (85,511) (41,770) 11,764 481,978 26 June 2011 $’000 27 June 2010 $’000 3,407 4,484 (901) 6,990 9,211 883 (3,228) 1,194 (1,070) 6,990 1,783 7,679 (251) 9,211 9,445 – – 262 (496) 9,211 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 87 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 26. Earnings per share Basic (loss)/earnings per share After significant items less SPS dividend (net of tax) Diluted (loss)/earnings per share After significant items (net of tax) Earnings reconciliation – basic Net (loss)/profit attributable to members of the Company Less Dividends on SPS (net of tax) Basic (loss)/earnings after significant items less SPS dividend Earnings reconciliation – diluted Net (loss)/profit attributable to members of the Company Weighted average number of ordinary shares used in calculating basic EPS SPS Weighted average number of ordinary shares used in calculating diluted EPS 27. Commitments OPERATING LEASE COMMITMENTS – GROUP AS LESSEE 26 June 2011 ¢ per share 27 June 2010 ¢ per share (17.0) 11.5 (17.0) 11.0 26 June 2011 $’000 27 June 2010 $’000 (390,861) (10,034) 282,115 (11,780) (400,895) 270,335 (390,861) 282,115 26 June 2011 Number ’000 27 June 2010 Number ’000 2,351,956 2,351,956 166,530 212,128 2,518,486 2,564,084 The Group has entered into commercial leases on office and warehouse premises, motor vehicles and office equipment. Future minimum rentals payable under non-cancellable operating leases as at the period end are as follows: Within one year Later than one year and not later than five years Later than five years total operating lease commitments 26 June 2011 $’000 27 June 2010 $’000 41,850 135,606 271,331 43,238 129,939 313,970 448,787 487,147 The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. These non-cancellable leases have remaining terms of between five and twenty years. All property leases include a clause to enable upward revision of rental charge on an annual basis according to prevailing market conditions. 88 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 FINANCE LEASE COMMITMENTS – GROUP AS LESSEE The Group has a finance lease for property, plant and machinery with a carrying amount of $30.1 million (2010: $31.3 million). The lease has a remaining term of four years (2010: five years) and a weighted average interest rate of 13.4% (2010: 13.4%). Future minimum lease payments under the finance lease together with the present value of the net minimum lease payments are as follows: Within one year Later than one year and not later than five years Later than five years Minimum lease payments Less future finance charges total finance lease liability Classified as: Current interest bearing liabilities Non-current interest bearing liabilities total finance lease liability Note 26 June 2011 $’000 27 June 2010 $’000 5,076 16,496 – 21,572 (3,147) 18,425 3,842 14,583 18,425 5,076 20,303 1,269 26,648 (4,644) 22,004 3,579 18,425 22,004 18(D) CONTINGENT RENTALS UNDER FINANCE LEASE A component of the finance lease payments are contingent on movements in the consumer price index. At balance date, the rent payable over the remaining lease term of four years which is subject to such movements amounts to $18.3 million (2010: $21.6 million). CAPITAL COMMITMENTS At 26 June 2011, the Group has commitments principally relating to the purchase of property, plant and equipment. Commitments contracted for at reporting date but not recognised as liabilities are as follows: Within one year Later than one year and not later than five years Later than five years total capital commitments 28. Contingencies 26 June 2011 $’000 27 June 2010 $’000 2,506 7,772 – – – – 2,506 7,772 GUARANTEES Under the terms of ASIC Class Order 98/1418 (as amended), the Company and certain controlled entities (refer Note 29), have guaranteed any deficiency of funds if any entity to the class order is wound-up. No such deficiency exists at balance date. DEFAMATION From time to time, entities in the Group are sued for defamation and similar matters in the ordinary course of business. At the date of this report, there were no legal actions against the consolidated entity, other than those recognised at Note 19, that are expected to result in a material impact. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 89 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 29. Controlled entities The following entities were controlled as at the end of the financial year: Fairfax Media Limited CONTROLLED ENTITIES 5AU Broadcasters Proprietary Limited ACN 074 162 888 Pty Ltd (in Liq) ACN 083 365 799 Pty Ltd (in Liq) ACN 101 806 302 Pty Ltd Agricultural Publishers Pty Limited Associated Newspapers Ltd Aussie Destinations (1) Pty Ltd Australian Property Monitors Pty Limited AZXC Pty Ltd Border Mail Printing Pty Ltd Bridge Printing Office Pty Limited Bundaberg Broadcasters Pty Ltd Bundaberg Narrowcasters Pty Ltd Carpentaria Newspapers Pty Ltd Central Districts Field Days Limited Commerce Australia Pty Ltd Communication Associates Limited Country Publishers Pty Ltd CountryCars.com.au Pty Ltd Creative House Publications Pty Ltd Cudgegong Newspapers Pty Ltd David Syme & Co Pty Limited Debt Retrieval Agency Limited Esperance Holdings Pty Ltd (in Liq) Examiner Properties Pty Ltd F@rming Online Pty Ltd (in Liq) Fairfax Business Media (South Asia) Pte Limited Fairfax Business Media Pte Limited Fairfax Business Media Sdn. Bhd. Fairfax Community Network Limited Fairfax Community Newspapers Pty Limited Fairfax Corporation Pty Limited Fairfax Digital Australia & New Zealand Pty Ltd Fairfax Digital Limited Fairfax Group Finance New Zealand Pty Ltd Fairfax Media (UK) Limited Fairfax Media Group Finance Pty Limited Fairfax Media Management Pty Limited Fairfax Media Operations Limited Fairfax Media Operations Pty Ltd Fairfax Media Publications Pty Limited Fairfax New Zealand Finance Pty Ltd Fairfax New Zealand Holdings Limited 90 Notes (a) Country of Incorporation Australia Ownership interest 2011 % 2010 % (a) (c) (c) (a) (a) (a) (b) (a) (b) (a) (a) (a) (a) (a) (a) (a) (a) (c) (a) (c) (a) (a) (a) (a) (a) (a) (a) (f) (e) (a) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand Australia New Zealand Australia Australia Australia Australia Australia New Zealand Australia Australia Australia Singapore Singapore Malaysia Australia Australia Australia Australia Australia New Zealand United Kingdom Australia Australia New Zealand Australia Australia Australia New Zealand 100 – – 100 100 100 68 100 68 100 100 100 100 100 100 100 100 100 100 60 100 100 100 – 100 – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 48 100 48 100 100 100 100 100 100 75 100 100 100 60 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – 100 100 100 100 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Fairfax New Zealand Limited Fairfax News Network Pty Limited Fairfax Print Holdings Pty Limited Fairfax Printers Pty Limited Fairfax Radio Network Pty Limited Fairfax Radio Syndication Pty Limited Fairfax Regional Printers Pty Limited Fantasports Australia Pty Ltd (in Liq) Farm Progress Companies, Inc Farm Progress Holding Co, Inc Farm Progress Insurance Services, Inc Financial Essentials Pty Ltd Find a Babysitter Pty Limited Golden Mail Pty Limited Harris and Company Pty Limited Harris Enterprises Pty Ltd Harris Print Pty Ltd Harris Publications Pty Ltd (in Liq) Hunter Distribution Network Pty Ltd Illawarra Newspaper Holdings Pty Ltd Notes (a) (a) (a) (a) (a) (a) (c) (a) (a) (a) (a) (a) (c) (a) (a) Country of Incorporation New Zealand Australia Australia Australia Australia Australia Australia Australia United States United States United States Australia Australia Australia Australia Australia Australia Australia Australia Australia Indiana Prairie Farmer Insurance Services, Inc United States Integrated Publication Solutions Pty Ltd (a) (d) Internet Marketing Australia Pty Ltd Internet Products Sales & Services Pty Ltd InvestSMART Financial Services Pty Ltd John Fairfax & Sons Ltd John Fairfax (US) Limited John Fairfax Limited Lanson Investments Pty Ltd Leeton Newspapers Pty Ltd Lime Digital Pty Limited Mayas Pty Ltd Mayas Unit Trust Media Investments Pty Ltd Melbourne Community Newspapers Pty Ltd (in Liq) Merredin Advertiser Pty Ltd (in Liq) Micosh Pty Ltd Miller Publishing Co, Inc Milton Ulladulla Publishing Co. Pty Ltd Mistcue Pty Limited Mountain Press Pty Ltd Newcastle Newspapers Pty Ltd Newsagents Direct Distribution Pty Ltd North Australian News Pty Ltd Northern Newspapers Pty Ltd NZ Rural Press Limited Occupancy Pty Ltd Old Friends Limited Ollority Pty Ltd Online Marketing Group Pty Ltd (b) (b) (a) (a) (a) (a) (c) (c) (a) (a) (a) (g) (a) (a) (h) (b) (b) Australia Australia Australia Australia Australia United States Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia United States Australia Australia Australia Australia Australia Australia Australia New Zealand Australia New Zealand Australia Australia Ownership interest 2011 % 100 100 100 100 100 100 100 – 100 100 100 100 100 66 100 100 100 – 100 100 100 100 68 68 100 100 100 100 100 100 100 100 100 100 – – 100 100 100 65 88 100 100 100 100 100 90 100 68 68 2010 % 100 100 100 100 100 100 100 100 100 100 100 100 100 66 100 100 100 100 100 100 100 100 48 48 100 100 100 100 100 100 100 100 100 100 100 100 100 100 60 65 88 100 – 100 100 100 – 100 48 48 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 91 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Online Services International Limited OSF Australia Pty Limited Fairfax Media Productions UK Limited Personal Investment Direct Access Pty Limited Port Lincoln Times Pty Ltd Port Stephens Publishers Pty Ltd Port Stephens Publishers Trust Queensland Community Newspapers Pty Limited Radio 1278 Melbourne Pty Limited Radio 2UE Sydney Pty Ltd Radio 3AW Melbourne Pty Limited Radio 4BC Brisbane Pty Limited Radio 4BH Brisbane Pty Limited Radio 6PR Perth Pty Limited Radio 96FM Perth Pty Limited Regional Press Australia Pty Limited Regional Printers Pty Limited Regional Publishers (Tasmania) Pty Ltd Regional Publishers (Victoria) Pty Limited Regional Publishers (Western Victoria) Pty Limited Regional Publishers Pty Ltd Riverina Newspapers (Griffith) Pty Ltd RP Interactive Pty Ltd (in Liq) RSVP.com.au Pty Limited Rural Press (North Queensland) Pty Limited (in Liq) Rural Press (USA) Inc Rural Press (USA) Limited Rural Press Pty Ltd Rural Press Printing (Victoria) Pty Limited Rural Press Printing Pty Limited Rural Press Queensland Pty Ltd Rural Press Regional Media (WA) Pty Limited Rural Press Share Plan Pty Limited (in Liq) Rural Publishers Pty Limited Southern Weekly Partnership S.A. Regional Media Pty Limited Satellite Interactive Marketing Pty Limited (in Liq) Satellite Music Australia Pty Limited Stayz Limited Stayz Pty Limited Stock Journal Publishers Pty Ltd Suzannenic Pty Limited The Advocate Newspaper Proprietary Limited The Age Company Pty Ltd The Age Print Company Pty Ltd The Barossa News Pty Limited The Border Morning Mail Pty Ltd The Border News Partnership The Examiner Newspaper Pty Ltd The Federal Capital Press of Australia Pty Limited Notes (i) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) (c) (a) (c) (a) (a) (a) (a) (a) (c) (a) (a) (c) (a) (a) (a) (a) (a) (a) (a) (a) (a) (a) Country of Incorporation New Zealand Australia United Kingdom Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia United States United States Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 92 Ownership interest 2011 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – 100 – 100 100 100 100 100 100 100 – 100 51 100 – 100 90 90 100 100 100 100 100 100 100 63 100 100 2010 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 51 100 100 100 100 100 100 100 100 100 100 100 100 63 100 100 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 The Independent News Pty Ltd The Murrumbidgee Irrigator Pty Ltd The Printing Press Pty Limited (in Liq) TheVine.com.au Pty Ltd The Wagga Daily Advertiser Pty Ltd The Warrnambool Standard Pty Ltd The Weather Company Pty Limited Trade Me Limited Tricom Group Pty Ltd Trade Me Travel Trustees Limited West Australian Rural Media Pty Ltd West Australian Primary Industry Press Pty Ltd Western Magazine Pty Ltd Western Magazine Settlement Trust Whyalla News Properties Pty Ltd Winbourne Pty Limited Notes (a) (c) (a) (a) (a) (a) (a) (a) Country of Incorporation Australia Australia Australia Australia Australia Australia Australia New Zealand Australia New Zealand Australia Australia Australia Australia Australia Australia Ownership interest 2011 % 100 100 – 70 100 100 75 100 100 100 100 100 75 75 100 100 2010 % 100 100 100 70 100 100 75 100 100 100 100 100 75 75 100 100 (a) The Company and the controlled entities incorporated within Australia are party to Class Order 98/1418 (as amended) issued by the Australian Securities & Investment Commission. These entities have entered into a Deed of Cross Guarantee dated June 2007 (as varied from time to time) under which each entity guarantees the debts of the others. These companies represent a ‘Closed Group’ for the purposes of the Class Order and there are no other members of the ‘Extended Closed Group’. Under the Class Order, these entities have been relieved from the requirements of the Corporations Act 2001 with regard to the preparation, audit and publication of accounts. (b) The ownership interest in these entities was increased from 48% to 68% on 23 November 2010. As a result, these entities are now controlled by the Group. (c) These entities were liquidated or amalgamated and subsequently deregistered during the financial year. (d) This company was formerly called Digital Radio Australia Pty Limited. (e) This company was formerly called Go East Furniture Company Pty Ltd. (f) (g) Acquired on 9 December 2010. (h) Acquired on 11 March 2011. (i) This company was formerly called Oxford Scientific Films Limited. Incorporated on 22 November 2010. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 93 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 DEED OF CROSS GUARANTEE Fairfax Media Limited and certain wholly-owned entities (the “Closed Group”) identified at (a) above are parties to a Deed of Cross Guarantee under ASIC Class Order 98/1418 (as amended). Pursuant to the requirements of that Class Order, a summarised consolidated income statement for the period ended 26 June 2011 and consolidated balance sheet as at 26 June 2011, comprising the members of the Closed Group after eliminating all transactions between members are set out below: (a) BaLaNCE SHEEt Current assets Cash and cash equivalents Trade and other receivables Inventories Held to maturity investments Assets held for sale Other financial assets total current assets Non-current assets Receivables Investments accounted for using the equity method Available for sale investments Intangible assets Property, plant and equipment Derivative assets Deferred tax assets Other financial assets total non-current assets total assets Current liabilities Payables Interest bearing liabilities Derivative liabilities Provisions Current tax liabilities total current liabilities Non-current liabilities Interest bearing liabilities Derivative liabilities Provisions Pension liabilities total non-current liabilities total liabilities Net assets Equity Contributed equity Reserves Retained profits total equity 94 26 June 2011 $’000 27 June 2010 $’000 136,644 296,131 33,642 – 2,342 3,686 59,430 310,909 32,502 11,591 3,176 – 472,445 417,608 647,574 720,233 32,377 2,633 42,734 4,239 3,768,533 3,962,668 626,056 663,629 27,839 8,362 28,065 23,604 1,052,167 1,397,236 6,165,541 6,842,408 6,637,986 7,260,016 202,998 647,407 80,200 120,964 39,828 205,777 269,672 12,567 96,874 43,425 1,091,397 628,315 865,295 100,513 47,486 3,595 1,194,713 85,093 45,864 4,779 1,016,889 1,330,449 2,108,286 1,958,764 4,529,700 5,301,252 4,646,248 4,942,677 (30,958) (85,590) (46,640) 405,215 4,529,700 5,301,252 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (B) iNCOME StatEMENt Total revenue Share of net profits of associates and joint ventures Expenses before finance costs Finance costs Net (loss)/profit from operations before income tax expense Income tax expense Net (loss)/profit from operations after income tax expense 26 June 2011 $’000 27 June 2010 $’000 1,989,258 1,901,430 2,845 1,709 (2,256,837) (1,494,106) (39,552) (52,760) (304,286) (64,045) 356,273 (84,562) (368,331) 271,711 30. Acquisition and disposal of controlled entities (a) aCQuiSitiONS The Group gained control over the following entities or businesses during the year: Entity or business acquired Principal activity Date of Acquisition Ownership Interest Country Connect Pty Limited Naracoorte Herald Pty Limited South East Coastal Leader Pty Limited Border Chronicle Pty Limited Commerce Australia Pty Ltd Web design and livestock marketing 20 September 2010 Newspaper publishing Newspaper publishing Newspaper publishing Online real estate website 1 October 2010 1 October 2010 1 October 2010 20 October 2010 (i) (ii) (iii) (iv) (v) Online Marketing Group Pty Limited E-commerce: Online marketing 23 November 2010 68.2% (vi) AZXC Pty Ltd E-commerce: Online marketing Internet Products Sales & Services Pty Ltd E-commerce: Online marketing Ollority Pty Ltd E-commerce: Online marketing Internet Marketing Australia Pty Ltd E-commerce: Online marketing Aussie Destinations (1) Pty Ltd E-commerce: Online marketing Newsagents Direct Distribution Pty Ltd Distribution TenderLink.com Limited Kiama Independent Lake Times Occupancy Pty Limited Online tender notification service Newspaper publishing Newspaper publishing Milton Ulladulla Publishing Co Pty Limited Newspaper publishing 23 June 2011 Online accommodation advertising 11 March 2011 23 November 2010 23 November 2010 23 November 2010 23 November 2010 23 November 2010 9 December 2010 31 January 2011 28 February 2011 28 February 2011 (vii) (vii) (vii) (vii) (vii) 100% (viii) (ix) (x) 100% (xi) (i) The business of Country Connect Pty Limited was acquired including the Country Connect trademark and the www.countryconnect.com.au domain name. (ii) The business of Naracoorte Herald Pty Limited was acquired including the Naracoorte Herald and Naracoorte Herald Extra mastheads. (iii) The business of South East Coastal Leader Pty Limited was acquired including the South East Coastal Leader and Summer Holiday Guide mastheads. (iv) The business of Border Chronicle Pty Limited was acquired including the Border Chronicle masthead. (v) On 14 March 2007, the Group gained control over Commerce Australia Pty Ltd via the acquisition of a 75% interest in this company. On 20 October 2010, the Group acquired the remaining 25% interest in this company resulting in an ownership interest of 100%. (vi) The Group acquired an additional 20.2% interest in this company during the period, by way of a convertible note settlement. An interest of 48% had previously been acquired in October 2008. As a result the company is now controlled by the Group and is no longer accounted for as a joint venture (refer Note 11). (vii) This is a 100% owned subsidiary of Online Marketing Group Pty Limited. Refer (vi) above. (viii) The business of TenderLink.com Limited was acquired including the www.tenderlink.com domain name. (ix) The business of Kiama Independent was acquired including the Kiama Independent masthead and the www.kiamaindependent.com.au domain name. (x) The business of Lake Times was acquired including the Lake Times masthead and www.laketimes.com.au domain name. (xi) The Group acquired the remaining 40% interest in this company resulting in an ownership interest of 100%. For additional information refer to Note 31. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 95 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (B) DiSPOSaLS The Group disposed of its interests in the following businesses during the year: Entity or business disposed Principal activity Connect 4 OSF Limited Financial information services Television production Date of Disposal 1 September 2010 8 June 2011 Ownership Interest (i) (ii) (i) The business assets of Connect 4 were disposed, including the Connect 4 trademark and the www.connect4.com.au domain name. (ii) The business assets of OSF Limited were disposed. 31. Business combinations ACQUISITIONS DURING THE PERIOD Acquisitions, none of which were individually significant to the consolidated entity, are listed in Note 30(A). The fair values of the identifiable assets and liabilities acquired were: value of net assets acquired Cash and cash equivalents Receivables Inventories Property, plant and equipment Intangible assets* Deferred tax assets total assets Payables Provisions Current tax liabilities Deferred tax liabilities total liabilities value of identifiable net assets Non-controlling interest in net assets** Goodwill arising on acquisition total identifiable net assets and goodwill attributable to the group Purchase consideration Cash paid Contingent consideration liability Shares issued at fair value Fair value of equity interest in joint venture prior to acquisition of controlling interest Fair value of derivatives (call and put options) issued Conversion of convertible notes to shares total purchase consideration Net cash outflow on acquisition Net cash acquired with subsidiary Cash paid Net cash outflow Recognised on acquisition $’000 2,256 1,542 50 1,060 23,580 47 28,535 6,454 534 177 576 7,741 20,795 (883) 48,387 68,299 30,061 8,727 11,221 11,002 4,700 2,588 68,299 2,256 (30,061) (27,805) * The fair values of intangible assets acquired for Occupancy Pty Limited have been determined provisionally and based upon the best information available as initial accounting was not complete at the reporting date. ** The value of the non-controlling interest was determined based on the 20.2% interest in the fair value of the identifiable net assets of Online Marketing Group Pty Ltd as at the acquisition date. 96 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Direct costs of $559,050 were incurred in relation to the above acquisitions. These costs are included in other expenses in the consolidated income statement. The consolidated income statement includes sales revenue and net profit for the year ended 26 June 2011 of $9,487,490 and $536,478 respectively, as a result of acquisitions of business combinations made during the reporting period. Had the acquisitions occurred at the beginning of the reporting period, the consolidated income statement would have included revenue and profit of $19,779,803 and $964,656 respectively. Goodwill of $48,387,057 includes synergies expected to be achieved as a result of combining the acquired businesses with the rest of the Group. The acquired workforces and future growth opportunities are also key factors contributing to the goodwill acquired during the reporting period. Customer relationships with various suppliers have been acquired as part of the business acquisitions made during the reporting period. These have been subject to an external third party valuation and the fair value has been recognised in the net assets acquired and will be subject to annual impairment testing in future periods. Included in the business acquisitions made during the reporting period were mastheads, brand, trade and domain names. Under the terms of a number of the purchase agreements, the Group must pay former owners of the acquired businesses additional cash payments based upon various performance metrics including specific revenue targets for the 2011 fiscal year. The potential undiscounted amounts of all future payments that may be required is $8,727,164, which is recorded in trade and other payables in Note 17. Future changes in estimates of the contingent consideration will be recorded directly in the consolidated income statement in the periods in which they occur. Under the terms of one of the purchase agreements, call and put options have been issued to the vendors by the Group. The fair value of the call and put options as at 26 June 2011 was $4,700,000 which is recorded in derivative financial instruments in Note 15. 32. Employee benefits (a) NuMBER Of EMPLOYEES As at 26 June 2011 the consolidated entity employed 8,806 full-time employees (2010: 8,778) and 1,825 part-time and casual employees (2010: 1,801). This includes 2,117 (2010: 2,164) full-time employees and 378 (2010: 378) part-time and casual employees in New Zealand. (B) EMPLOYEE SHaRE PLaNS The Company had three employee share plans during the period. The plans have been reopened with some changes after a suspension now that the new tax rules for employee share plans have been finalised. The terms of each plan are set out below: 1. fairfax Exempt Employee Share Plan This plan is open to all Australian employees with at least twelve months service with the consolidated entity in Australia, whose adjusted taxable income is $180,000 per annum or less. Under this Plan, participants may salary sacrifice up to $1,000 of pre tax salary per annum for the purchase of issued Fairfax shares at the market price on the open market of the ASX. The shares are purchased by an independent trustee company on predetermined dates. 2. fairfax Deferred Employee Share Plan This plan is open to all Australian employees with at least twelve months service with the consolidated entity in Australia. Under this Plan, participants may salary sacrifice a minimum of $1,000 and up to a maximum of $5,000 of salary per annum for the purchase of issued Fairfax shares at the market price on the open market of the ASX. The shares are purchased by an independent trustee company on predetermined dates. Participants must nominate a ’lock’ period of either 3, 5 or 7 years during which their shares must remain in the plan, unless they leave the consolidated entity in Australia. 3. Long term Equity Based incentive Scheme The long term incentive plan is available to certain permanent full-time and part-time employees of the consolidated entity. Under this plan, the cash value of a percentage of an eligible employee’s annual total fixed remuneration will be in the form of nominally allocated Fairfax shares, which are beneficially held in a trust. The shares will vest if the eligible employee remains in employment three years from the date the nominal shares are allocated and certain performance hurdles are satisfied. If the allocation does not vest at the end of year three, a re-test of the performance hurdles occurs in the fourth year. There are currently no cash settlement alternatives. Dividends on the allocated shares during the vesting period are paid directly to the eligible employee and the Company does not have any recourse to dividends paid. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 97 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 33. Remuneration of auditors During the financial year the following amounts were paid or payable for services provided by the auditor of the Company and its related parties: 26 June 2011 $ 27 June 2010 $ 1,174,200 1,435,000 231,750 329,000 27,256 – 1,433,206 1,764,000 276,510 111,182 337,834 8,240 170,030 316,386 – 8,929 20,703 2,200 – – 580,625 671,389 2,013,831 2,435,389 – – – – – 14,132 – 14,132 2,013,831 2,449,521 audit services Ernst & Young Australia Audit and review of financial reports Affiliates of Ernst & Young Australia Audit and review of financial reports Non Ernst & Young Firms Audit and review of financial reports total audit services Other assurance services Ernst & Young Australia Regulatory and contractually required audits Other Affiliates of Ernst & Young Australia Regulatory and contractually required audits Other Non Ernst & Young Firms Regulatory and contractually required audit Other total other assurance services total remuneration for assurance services Non assurance services Ernst & Young Australia Other services Affiliates of Ernst & Young Australia Other services Non Ernst & Young Firms Other services total non assurance services total remuneration of auditors 98 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 34. Director and executive disclosures (a) EQuitY iNStRuMENt DiSCLOSuRES RELatiNG tO KEY MaNaGEMENt PERSONNEL (i) Shareholdings 2011 Directors RC Corbett JB Fairfax* N Fairfax B McCarthy* G Hywood S McPhee S Morgan L Nicholls R Savage P Young M Anderson Key management personnel B Cassell G Hambly Total 2010 Directors RC Corbett JB Fairfax N Fairfax B McCarthy S McPhee S Morgan L Nicholls R Savage P Young Balance 27 June 2010 Net change Other Balance 26 June 2011 Post year-end acquisitions Post year-end disposals Post year-end balance 99,206 235,426,781 3,892,481 1,200,462 – – – – 47,899 131,117 – – – – – – 4,783 99,206 235,426,781 3,892,481 1,200,462 – 4,783 181,500 181,500 5,401 – – – 5,401 47,899 131,117 – 1,061,014 178,581 – 1,061,014 (950) 177,631 – – – – – 7,712 – 7,261 – – – – – – – – – – – – – – – – – – 99,206 235,426,781 3,892,481 1,200,462 – 12,495 181,500 12,662 47,899 131,117 – 1,061,014 177,631 242,037,541 190,734 242,228,275 14,973 – 242,243,248 Balance 28 June 2009 Net change Other Balance 27 June 2010 Post year-end acquisitions Post year-end disposals Post year-end balance 99,206 235,426,781 3,892,481 – – – 99,206 235,426,781 3,892,481 1,664,043 (463,581) 1,200,462 – – – 47,899 131,747 – – – – (630) – – – 47,899 131,117 – – – – – – – – – – – – – – – – – – – – – – – 99,206 235,426,781 3,892,481 1,200,462 – – – 47,899 131,117 1,061,014 178,581 – 242,037,541 Key management personnel B Cassell G Hambly Total 1,061,014 178,581 – – 1,061,014 178,581 242,501,752 (464,211) 242,037,541 * In the case of retired directors, the closing balance represents the number of shares at the date the director retired from the Board. For KMP, the closing balance represents the number of shares at the date of resignation. Stapled Preference Shares (SPS) SPS held, acquired or disposed of in the financial year ended 26 June 2011 by directors or key management personnel have been disclosed in the table above. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 99 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (B) RiGHtS OvER SHaRE HOLDiNGS Of DiRECtORS aND KEY MaNaGEMENt PERSONNEL Details of equity-based incentive schemes are included in section 5.2 of the remuneration report. Directors B McCarthy* G Hywood Key management personnel B Cassell G Hambly Total Directors B McCarthy G Hywood Key management personnel B Cassell G Hambly Total Opening Balance 27 June 2010 Granted as remuneration Net change Other** Closing Balance 26 June 2011 950,399 – – – 284,792 270,560 315,097 234,194 1,505,751 549,291 – – – – – 950,399 – 599,889 504,754 2,055,042 Opening Balance 28 June 2009 Granted as remuneration Net change Other** Closing Balance 27 June 2010 694,479 255,920 – – 209,040 214,072 75,752 56,488 1,117,591 388,160 – – – – – 950,399 – 284,792 270,560 1,505,751 * The closing balance represents the number of shares at the date of departure following resignation. For KMP, closing balance represents the number of shares at the date of resignation. ** Net change movements include forfeitures. (C) LOaNS tO KEY MaNaGEMENt PERSONNEL (i) aggregates for key management personnel There were no loans made to directors of Fairfax Media Limited or to other key management personnel of the Group, including their personally related parties, during the financial period ended 26 June 2011 (2010: nil). (ii) individuals with loans above $100,000 during the financial year There are no outstanding loans above $100,000 for the financial years ended 26 June 2011 and 27 June 2010. 100 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 35. Related party transactions (a) uLtiMatE PaRENt Fairfax Media Limited is the ultimate parent company. (B) CONtROLLED ENtitiES Interests in controlled entities are set out in Note 29. (C) KEY MaNaGEMENt PERSONNEL A number of directors of Fairfax Media Limited also hold directorships with other corporations which provide and receive goods or services to and from the Fairfax Group in the ordinary course of business on normal terms and conditions. None of these directors derive any direct personal benefit from the transactions between the Fairfax Group and these corporations. Transactions were entered into during the financial year with the directors of Fairfax Media Limited and its controlled entities or with director-related entities, which: • • occurred within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those which it is reasonable to expect would have been adopted if dealing with the director or director-related entity at arm’s length in the same circumstances; do not have the potential to adversely affect decisions about the allocation of scarce resources or discharge the responsibility of the directors; or • are minor or domestic in nature. (D) tRaNSaCtiONS WitH RELatED PaRtiES The following transactions occurred with related parties and director-related entities on normal market terms and conditions: 26 June 2011 27 June 2010 Sales to related parties $’000 2,724 4,507 Purchases from related parties $’000 18,841 19,556 Amount owed by related parties $’000 Amount owed to related parties $’000 2,792 2,539 69 104 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 101 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 36. Notes to the cash flow statement (A) RECONCiLiatiON Of NEt (LOSS)/PROfit aftER iNCOME tax EXPENSE TO NET CASH INFLOW FROM OPERATING ACTIVITIES Net (loss)/profit for the financial year Non-cash items Depreciation and amortisation Impairment of property, plant and equipment, intangibles and investments Amortisation of borrowing costs Share of profits of associates and joint ventures not received as dividends Straight-line rent adjustment Net loss on disposal of property, plant and equipment Net gain on disposal of investments and other assets Fair value adjustment to derivatives Net foreign currency loss Share-based payment expense Non-cash superannuation expense Changes in operating assets and liabilities, net of effects from acquisitions Decrease/(increase) in trade receivables (Increase)/decrease in other receivables (Increase)/decrease in inventories Increase in other assets Increase/(decrease) in payables Increase/(decrease) in provisions Increase in tax balances Note 26 June 2011 $’000 27 June 2010 $’000 (389,667) 282,377 3(B) 114,351 655,051 1,568 (789) 909 1,526 (785) (6,695) 807 2,675 (70) 18,725 (2,194) (1,592) (1,113) 1,777 32,303 4,638 113,623 6,436 4,422 491 1,290 1,732 (322) (2,360) 843 3,297 1,136 (45,410) 76 1,584 – (9,826) (16,760) 106,990 Net cash inflow from operating activities 431,425 449,619 (B) RECONCiLiatiON Of CaSH aND CaSH EQuivaLENtS Reconciliation of cash at end of the financial year (as shown in the Statement of Cash Flow) to the related items in the financial statements is as follows: Cash on hand and at bank total cash at end of the financial year 207,137 117,872 207,137 117,872 102 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 37. Financial and capital risk management financial risk management The Group’s principal financial instruments, other than derivatives, comprise cash, short term deposits, bills of exchange, bank loans and capital markets issues. The main purpose of these financial instruments is to manage liquidity and to raise finance for the Group’s operations. The Group has various other financial instruments, such as trade and other receivables and trade and other payables, which arise directly from its operations. The Group uses derivatives in accordance with Board approved policies to reduce the Group’s exposure to fluctuations in interest rates and foreign exchange rates. These derivatives create an obligation or right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivative instruments that the Group uses to hedge risks such as interest rate and foreign currency movements include: • • • • • cross currency swaps; interest rate swaps; forward foreign currency contracts; forward rate agreements; and interest rate option contracts. The Group’s risk management activities for interest rate and foreign exchange exposures are carried out centrally by Fairfax Media Group Treasury department. The Group Treasury department operates under policies as approved by the Board. The Group Treasury department operates in co-operation with the Group’s operating units so as to maximise the benefits associated with centralised management of Group risk factors. Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of net debt and total equity balances. The capital structure of Group entities is monitored using net debt to EBITDA (earnings before interest, tax, depreciation and amortisation) ratio. The ratio is calculated as net debt divided by underlying EBITDA. Net debt is calculated as total interest bearing liabilities less cash and cash equivalents. Where interest bearing liabilities are denominated in a currency other than the Australian dollar functional currency, and the liability is hedged into an Australian dollar obligation, the liability is measured for financial covenant purposes as the hedged Australian dollar amount. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return equity to shareholders, issue new shares or sell assets to reduce debt. The Group continuously reviews the capital structure to ensure: • • sufficient finance for the business is maintained at a reasonable cost; and sufficient funds are available for the business to implement its capital expenditure and business acquisition strategies. Where excess funds arise with respect to the funds required to enact the Group’s business strategies, consideration is given to possible increased dividends or returns of equity to shareholders. The Group’s financial strategy is to target the net debt to underlying EBITDA ratio at around 2 times. The Group’s S&P credit rating is currently BB+. The net debt to EBITDA ratio for the Group at 26 June 2011 and 27 June 2010 is as follows: Net debt for financial covenant purposes EBITDA* Net debt to EBITDA ratio Note 18 2011 $’000 2010 $’000 1,487,601 1,435,002 608,837 644,586 2.44 2.23 * For the purposes of the debt to EBITDA ratio, underlying EBITDA is adjusted for specific items of a non-recurring nature and excludes any unrealised profit/(loss) arising from mark to market revaluations of financial instruments. In respect of the first 12 month period after the acquisition of any acquired business, EBITDA will include acquired EBITDA in respect of the acquired business for any period not covered in the consolidated EBITDA of the Group. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 103 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 Risk factors The key financial risk factors that arise from the Group’s activities, including the Group’s policies for managing these risks are outlined below. Market risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market prices. The market risk factors to which the Group is exposed to are discussed in further detail below. (a) iNtERESt RatE RiSK Interest rate risk refers to the risks that the value of a financial instrument or future cash flows associated with the instrument will fluctuate due to movements in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the Group utilises. Non-derivative interest bearing assets are predominantly short term liquid assets. Long term debt issued at fixed rates exposes the Group to fair value interest rate risk. The Group’s borrowings which have a variable interest rate attached give rise to cash flow interest rate risk. The Group’s risk management policy for interest rate risk seeks to reduce the effects of interest rate movements on its asset and liability portfolio through management of the exposures. The Group maintains a mix of foreign and local currency fixed rate and variable rate debt, as well as a mix of long term debt versus short term debt. The Group primarily enters into interest rate swap, interest rate option and cross currency swap agreements to manage these risks. The Group designates which of its financial assets and financial liabilities are exposed to a fair value or cash flow interest rate risk, such as financial assets and liabilities with a fixed interest rate or financial assets and financial liabilities with a floating interest rate that is reset as market rates change. The Group hedges the currency risk on all foreign currency borrowings by entering into cross currency swaps, which have the economic effect of converting foreign currency borrowings to local currency borrowings. Over the counter derivative contracts are carried at fair value, which are estimated using valuation techniques based wherever possible on assumptions supported by observable market prices or rates prevailing at the balance sheet date. For other financial instruments for which quoted prices in an active market are available, fair value is determined directly from those quoted market prices. Refer to Note 15 for further details of the Group’s derivative financial instruments and details of hedging activities. At balance date, the Group had the following mix of financial assets and financial liabilities exposed to interest rate risks: as at 26 June 2011 financial assets Cash and cash equivalents Trade and other receivables Available for sale investments Other financial assets Derivatives total financial assets financial liabilities Payables Interest bearing liabilities: Bank borrowings and loans Senior notes Eurobonds Medium term notes Finance lease liability Total interest bearing liabilities Derivatives total financial liabilities 104 Floating rate $’000 207,137 – – 18,446 27,339 252,922 Fixed rate $’000 – – – – – Non- interest bearing $’000 – 358,876 2,633 73 500 Total $’000 207,137 358,876 2,633 18,519 27,839 – 362,082 615,004 – – 279,669 279,669 411,438 23,815 – – 18,425 11,633 426,478 472,543 167,700 – 453,678 1,078,354 – – – – – – 423,071 450,293 472,543 167,700 18,425 1,532,032 120,668 54,845 11,221 186,734 574,346 1,133,199 290,890 1,998,435 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 as at 27 June 2010 financial assets Cash and cash equivalents Trade and other receivables Available for sale investments Held to maturity investments Other financial assets Derivatives total financial assets financial liabilities Payables Interest bearing liabilities: Bank borrowings and loans Senior notes Eurobonds Medium term notes Finance lease liability Total interest bearing liabilities Derivatives total financial liabilities Floating rate $’000 117,872 – – 11,591 – Fixed rate $’000 – – – – – 28,970 15,382 Non- interest bearing $’000 – 380,979 4,239 – 2,575 – Total $’000 117,872 380,979 4,239 11,591 2,575 44,352 158,433 15,382 387,793 561,608 – – 276,580 276,580 181,782 28,574 – – 22,004 15,058 569,388 494,068 167,587 – 232,360 1,246,101 56,277 41,383 – – – – – – – 196,840 597,962 494,068 167,587 22,004 1,478,461 97,660 288,637 1,287,484 276,580 1,852,701 Sensitivity analysis The table below shows the effect on net profit and equity after income tax if interest rates at balance date had been 30% higher or lower with all other variables held constant, taking into account all underlying exposures and related hedges. Concurrent movements in interest rates and parallel shifts in the yield curves are assumed. A sensitivity of 30% (2010: 30%) has been selected as this is considered reasonable given the current level of both short term and long term Australian interest rates. A 30% sensitivity would move short term interest rates at 26 June 2011 from around 5.02% to 6.53% representing a 151 basis point shift (2010: 149 basis point shift). In 2011, 86% (2010: 84%) of the Group’s debt, taking into account all underlying exposures and related hedges was denominated in Australian Dollars; therefore, only the movement in Australian interest rates is used in this sensitivity analysis. Based on the sensitivity analysis, if interest rates were 30% higher, net profit would be impacted by the interest expense being higher on the Group’s net floating rate Australian Dollar positions during the year. If interest rates were 30% higher with all other variables held constant – increase/(decrease) If interest rates were 30% lower with all other variables held constant – increase/(decrease) Impact on post-tax profit Impact on equity 2011 $’000 2010 $’000 2011 $’000 2010 $’000 (3,725) (3,969) 4,888 2,906 3,725 3,969 (5,181) (3,262) (B) fOREiGN CuRRENCY RiSK Foreign currency risk refers to the risk that the value or the cash flows arising from a financial commitment, or recognised asset or liability will fluctuate due to changes in foreign currency rates. The Group’s foreign currency exchange risk arises primarily from: • • borrowings denominated in foreign currency; and firm commitments and/or highly probable forecast transactions for receipts and payments settled in foreign currencies and prices dependent on foreign currencies respectively. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 105 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 The Group is exposed to foreign exchange risk from various currency exposures, primarily with respect to: • United States Dollars; • New Zealand Dollars; • Euro; • British Pounds Sterling; • Swiss Francs; • Singapore Dollars; and • Malaysian Ringgit. Forward foreign exchange contracts are used to hedge the Group’s known non-debt related foreign currency risks. These contracts generally have maturities of less than twelve months after the balance sheet date and consequently the net fair value of the gains and losses on these contracts will be transferred from the cash flow hedging reserve to the income statement at various dates during this period when the underlying exposure impacts earnings. The derivative contracts are carried at fair value, being the market value as quoted in an active market. The Group’s risk management policy for foreign exchange is to only hedge known or highly probable future transactions. The policy only permits hedging of the Group’s underlying foreign exchange exposures. Benefits or costs arising from currency hedges for revenue and expense transactions that are designated and documented in a hedge relationship are brought to account in the income statement over the lives of the hedge transactions depending on the effectiveness testing outcomes and when the underlying exposure impacts earnings. For transactions entered into that hedge specific capital or borrowing commitments, any cost or benefit resulting from the hedge forms part of the initial asset or liability carrying value. When entered into, the Group formally designates and documents the financial instrument as a hedge of the underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transactions. The Group formally assesses both at the inception and at least semi-annually thereafter, whether the financial instruments that are used in hedging transactions are effective at offsetting changes in either the fair value or cash flows of the related underlying exposure. Because of the high degree of effectiveness between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. Any ineffective portion of a financial instrument’s change in fair value is immediately recognised in the income statement and this is mainly attributable to financial instruments in a fair value hedge relationship. Derivatives entered into and not documented in a hedge relationship are revalued with the changes in fair value recognised in the income statement. All of the Group’s derivatives are straight forward over-the-counter instruments with liquid markets. Refer to Note 15 for further details of the Group’s derivative financial instruments and details of hedging activities. Sensitivity analysis The tables below show the effect on net profit and equity after income tax as at balance date from a 15% weaker/stronger base currency movement in exchange rates at that date on a total derivative portfolio with all other variables held constant. A sensitivity of 15% has been selected as this is considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for potential future movement. The Group’s foreign currency risk from the Group’s long term borrowings denominated in foreign currencies has no significant impact on profit from foreign currency movements as they are effectively hedged. (a) auD / NZD Comparing the Australian Dollar exchange rate against the New Zealand Dollar, a 15% weaker Australian Dollar would result in an exchange rate of 1.0966 and a 15% stronger Australian Dollar in an exchange rate of 1.4836 based on the year end rate of 1.2901. This range is considered reasonable given over the last five years, the Australian Dollar exchange rate against the New Zealand Dollar has traded in the range of 1.0781 to 1.3746. If the AUD exchange rate was 15% weaker against the NZD with all other variables held constant – increase/(decrease) If the AUD exchange rate was 15% stronger against the NZD with all other variables held constant – increase/(decrease) Impact on post-tax profit Impact on equity (hedging reserves) * 2011 $’000 2010 $’000 2011 $’000 2010 $’000 1,232 4,497 (29,147) (30,927) (2,086) (3,862) 21,543 22,859 * Hedging reserves includes both the cash flow hedge reserve and net investment hedge reserve. 106 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (b) auD / uSD Comparing the Australian Dollar exchange rate against the United States Dollar, a 15% weaker Australian Dollar would result in an exchange rate of 0.8912 and a 15% stronger Australian Dollar in an exchange rate of 1.2058 based on the year end rate of 1.0485. This range is considered reasonable given over the last five years, the Australian Dollar exchange rate against the United States Dollar has traded in the range of 0.6120 to 1.0966. If the AUD exchange rate was 15% weaker against the USD with all other variables held constant – increase/(decrease) If the AUD exchange rate was 15% stronger against the USD with all other variables held constant – increase/(decrease) Impact on post-tax profit Impact on equity (cash flow hedge reserve) 2011 $’000 612 2010 $’000 (32) 2011 $’000 2010 $’000 (2,468) 3,067 (145) (1,313) 2,902 (1,896) (c) auD / EuR Comparing the Australian Dollar exchange rate against the Euro, a 15% weaker Australian Dollar would result in an exchange rate of 0.6276 and a 15% stronger Australian Dollar in an exchange rate of 0.8492 based on the year end rate of 0.7384. This range is considered reasonable given over the last five years, the Australian Dollar exchange rate against the Euro has traded in the range of 0.4795 to 0.7706. If the AUD exchange rate was 15% weaker against the Euro with all other variables held constant – increase/(decrease) If the AUD exchange rate was 15% stronger against the Euro with all other variables held constant – increase/(decrease) Impact on post-tax profit Impact on equity (cash flow hedge reserve) 2011 $’000 (467) 2010 $’000 2011 $’000 2010 $’000 3,348 1,735 (1,163) 387 3,338 (868) (4,228) (C) CREDit RiSK Credit risk is the risk that a contracting entity will not complete its obligations under a financial instrument and cause the Group to make a financial loss. The Group has exposure to credit risk on all financial assets included in the Group’s balance sheet. To help manage this risk, the Group: • has a policy for establishing credit limits for the entities it deals with; • may require collateral where appropriate; and • manages exposures to individual entities it either transacts with or enters into derivative contracts with (through a system of credit limits). The Group is exposed to credit risk on financial instruments and derivatives. For credit purposes, there is only a credit risk where the contracting entity is liable to pay the Group in the event of a closeout. The Group has policies that limit the amount of credit exposure to any financial institution. Derivative counterparties and cash transactions are limited to financial institutions that meet minimum credit rating criteria in accordance with the Group’s policy requirements. At 26 June 2011 counterparty credit risk was limited to financial institutions with credit ratings ranging from A- to AA. The Group’s credit risk is mainly concentrated across a number of customers and financial institutions. The Group does not have any significant credit risk exposure to a single or group of customers or individual institutions. Financial assets are considered impaired where there is objective evidence that the Group will not be able to collect all amounts due according to the original trade and other receivable terms. Factors considered when determining if an impairment exists include ageing and timing of expected receipts and the credit worthiness of counterparties. A provision for doubtful debts is created for the difference between the assets carrying value and the present value of estimated future cash flows. The Group’s trading terms do not generally include the requirement for customers to provide collateral as security for financial assets. Refer to Note 7 for an ageing analysis of trade receivables and the movement in the provision for doubtful debts. All other financial assets are not impaired and are not past due. Based on the credit history of these classes, it is expected that these amounts will be received when due. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 107 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (D) LiQuiDitY RiSK Liquidity risk is the risk that the Group cannot meet its financial commitments as and when they fall due. To help reduce this risk the Group: • • • has a liquidity policy which targets a minimum level of committed facilities and cash relative to EBITDA; has readily accessible funding arrangements in place; and staggers maturities of financial instruments. Refer to Note 18(B) for details of the Group’s unused credit facilities at 26 June 2011. The contractual maturity of the Group’s fixed and floating rate derivatives, other financial assets and other financial liabilities are shown in the tables below. The amounts represent the future undiscounted principal and interest cash flows and therefore may not equate to the values disclosed in the balance sheet. as at 26 June 2011 financial liabilities* Payables Bank borrowings and loans Notes and bonds Finance lease liability Derivatives – inflows* Cross currency swaps – foreign leg (fixed)** Cross currency swaps – foreign leg (variable)** Derivatives – outflows* Cross currency swaps – AUD leg (fixed)** Cross currency swaps – AUD leg (variable)** Cross currency swaps – NZD leg (variable)** Interest rate swaps *** Put option as at 27 June 2010 financial liabilities* Payables Bank borrowings and loans Notes and bonds Finance lease liability Derivatives – inflows* Cross currency swaps – foreign leg (fixed)** Cross currency swaps – foreign leg (variable)** Derivatives – outflows* Cross currency swaps – AUD leg (fixed)** Cross currency swaps – AUD leg (variable)** Cross currency swaps – NZD leg (variable)** Interest rate swaps *** (Nominal cash flows) 1 year or less $’000 1 to 2 years $’000 2 to 5 years $’000 More than 5 years $’000 (279,669) – – (34,099) (156,700) (296,456) – – (708,797) (25,961) (334,158) (150,920) (10,766) (9,130) (21,984) – 529,122 25,499 462 462 311,945 24,768 155,704 – (224,110) (382,702) (9,056) (8,911) (7,007) (9,056) (366,846) (129,219) – (5,611) (26,734) (136,800) (192,479) (85,503) (10,547) (5,610) – (169,970) – – (Nominal cash flows) 1 year or less $’000 1 to 2 years $’000 2 to 5 years $’000 More than 5 years $’000 (276,580) – – (59,321) (136,213) (10,930) – – (300,100) (558,052) (313,846) (301,206) (8,354) (8,678) (33,303) – 120,134 556,064 283,383 301,659 335 335 29,628 – (24,110) (94,843) (9,556) (16,846) (224,110) (26,734) (145,711) (378,220) (199,486) – (9,556) (16,846) (92,900) (12,656) (186,234) (2,109) * For floating rate instruments, the amount disclosed is determined by reference to the interest rate at the last repricing date. ** Contractual amounts to be exchanged representing gross cash flows to be exchanged. *** Net amount for interest rate swaps for which net cash flows are exchanged. 108 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (E) faiR vaLuE The carrying amounts and fair values of financial assets and financial liabilities at balance date are: financial assets Cash and cash equivalents Receivables Derivative assets Available for sale investments Held to maturity investments Other financial assets financial liabilities Payables Interest bearing liabilities: Bank borrowings Eurobonds Senior notes Medium term notes Finance lease liability Derivative liabilities Carrying value 2011 $’000 Fair value 2011 $’000 Carrying value 2010 $’000 Fair value 2010 $’000 207,137 358,876 27,839 2,633 – 207,137 358,876 27,839 2,633 – 18,519 18,519 117,872 380,979 44,352 4,239 11,591 2,575 117,872 380,979 44,352 4,239 10,351 2,575 615,004 615,004 561,608 560,368 279,669 279,669 276,580 276,580 423,071 472,543 450,293 167,700 18,425 423,071 473,331 451,689 167,700 28,887 186,734 186,734 196,840 494,068 597,962 167,587 22,004 97,660 196,840 495,589 599,764 167,700 32,845 97,660 1,998,435 2,011,081 1,852,701 1,866,978 Market values have been used to determine the fair value of listed available for sale investments. The fair value of the senior notes and lease liabilities have been calculated by discounting the future cash flows by interest rates for liabilities with similar risk profiles. The discount rates applied range from 1.94% to 13.35% (2010: 2.66% to 13.37%). The carrying value of all other balances approximate their fair value. The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise: (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); (b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 109 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below: as at 26 June 2011 financial assets Derivative assets Available for sale investments Other financial assets financial liabilities Derivative liabilities as at 27 June 2010 financial assets Derivative assets Available for sale investments Other financial assets financial liabilities Derivative liabilities Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 – 27,839 2,633 – – – – – 18,519 27,839 2,633 18,519 2,633 27,839 18,519 48,991 – – 186,734 186,734 – – 186,734 186,734 Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 – 44,352 4,239 – – 2,575 4,239 46,927 – – 97,660 97,660 – – – – – – 44,352 4,239 2,575 51,166 97,660 97,660 110 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 38. Segment reporting (a) DESCRiPtiON Of SEGMENtS The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors, CEO and CFO in assessing performance and in determining the allocation of resources. The consolidated entity is organised into seven reportable segments based on aggregated operating segments determined by the similarity of products and services provided, economic characteristics and geographical considerations. Reportable Segment Products and Services Australian Regional Media Newspaper publishing and online for all Australian regional publications Metropolitan Media Specialist Media New Zealand Media Printing Operations Online Broadcasting Other Newspaper and magazine publishing, print and online classifieds for Sydney and Melbourne metropolitan and community publications Financial Review Group print and online plus Australian, NZ and USA agricultural publications Newspaper, magazine and general publishing and online for all New Zealand publications Australian and New Zealand printing operations Online news sites and transactional businesses including Trade Me (New Zealand) Metropolitan radio networks, regional radio stations and narrowcast licences Comprises corporate, Satellite Music Australia and Oxford Scientific Films Although the broadcasting segment does not meet the quantitative thresholds required by AASB 8, management has concluded that disclosure of this segment would be beneficial to users of the financial statements. (B) RESuLtS BY OPERatiNG SEGMENt The segment information provided to the Board of Directors, CEO and CFO for the reportable segments for the year ended 26 June 2011 is as follows: 26 June 2011 Australian Regional Media Metropolitan Media Specialist Media New Zealand Media Printing Operations Online Broadcasting Other Segment revenue $’000 Intersegment revenue $’000 Revenue from external customers $’000 Underlying EBITDA $’000 Depreciation amortisation $’000 Underlying EBIT $’000 521,309 874,464 274,888 361,405 539,332 234,299 111,723 12,041 (2,145) (1,159) (80) (901) (456,164) (109) – – 519,164 873,305 274,808 360,504 83,168 234,190 111,723 12,041 149,492 83,319 55,017 67,615 103,504 118,315 26,835 3,347 (6,444) (12,663) (4,268) (9,085) (62,161) (16,329) (2,668) (733) 143,048 70,656 50,749 58,530 41,343 101,986 24,167 2,614 Consolidated entity 2,929,461 (460,558) 2,468,903 607,444 (114,351) 493,093 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 111 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 27 June 2010 Australian Regional Media Metropolitan Media Specialist Media New Zealand Media Printing Operations Online Broadcasting Other Segment revenue $’000 Intersegment revenue $’000 Revenue from external customers $’000 Underlying EBITDA $’000 Depreciation amortisation $’000 Underlying EBIT $’000 519,272 896,669 279,750 383,324 535,961 212,568 109,536 15,370 (12,626) (1,062) (65) (1,029) (452,946) (123) – – 506,646 895,607 279,685 382,295 83,015 212,445 109,536 15,370 147,976 102,513 67,238 75,969 111,016 111,075 28,664 (5,395) (7,165) (12,141) (3,327) (9,431) (66,956) (11,640) (1,912) (1,051) 140,811 90,372 63,911 66,538 44,060 99,435 26,752 (6,446) Consolidated entity 2,952,450 (467,851) 2,484,599 639,056 (113,623) 525,433 (C) OtHER SEGMENt iNfORMatiON (i) Segment revenue Segment revenue reconciles to total revenue and income as follows: Total segment revenue from external customers Interest income Share of net profits of associates and joint ventures total revenue and income 26 June 2011 $’000 27 June 2010 $’000 2,468,903 2,484,599 10,967 (3,362) 7,943 (2,226) 2,476,508 2,490,316 Revenue from external customers includes the operating segments share of net profits from associates and joint ventures. The consolidated entity operates predominantly in two geographic segments, Australia and New Zealand. The amount of its revenue from external customers in Australia is $2,011.4 million (2010: $2,010.8 million) and the amount of revenue from external customers in New Zealand is $465.1 million (2010: $479.5 million). Segment revenues are allocated based on the country in which the customer is located. 112 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 (ii) EBit The Board of Directors, CEO and CFO assess the performance of the operating segments based on a measure of underlying EBIT. This measurement basis excludes the effects of non-recurring items from the operating segments such as restructuring costs and goodwill, masthead or radio licence impairments when the impairment is the result of an isolated, non-recurring event. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the centralised treasury function, which manages the cash position of the Group. A reconciliation of underlying EBIT to operating (loss)/profit before income tax is provided as follows: underlying EBit Interest income Finance costs Impairment of mastheads, goodwill and customer relationships Impairment of property, plant and equipment Restructuring and redundancy charges Net (loss)/profit before tax 26 June 2011 $’000 27 June 2010 $’000 493,093 10,967 (119,009) (649,869) (4,038) (34,222) 525,433 7,943 (135,911) – – – (303,078) 397,465 Information provided to the Board of Directors, CEO and CFO in respect of assets and liabilities is presented on a group basis consistent with the consolidated financial statements. A summary of non-recurring items by operating segments is provided for the period ended 26 June 2011. There were no non-recurring items included in EBIT in the previous period. 26 June 2011 Australian Regional Media Metropolitan Media Specialist Media New Zealand Media Printing Operations Online Broadcasting Other Consolidated entity Impairment of mastheads, goodwill and customer relationships $’000 Impairment of property, plant and equipment $’000 Restructuring and redundancy charges $’000 30,500 453,395 11,341 77,306 6,588 – 65,000 5,739 – – – 4,038 – – – – 1,674 17,963 1,020 7,136 3,623 – – 2,806 Total $’000 32,174 471,358 12,361 88,480 10,211 – 65,000 8,545 649,869 4,038 34,222 688,129 (iii) Segment assets The total of non-current assets other than financial instruments, deferred tax assets and employment benefit assets (there are no rights arising under insurance contracts) located in Australia is $5,125.8 million (2010: $6,079.0 million) and the total of these non-current assets located in New Zealand is $894.9 million (2010: $693.2 million). Segment assets are allocated to countries based on where the assets are located. FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 113 Notes to tHe FiNANciAL stAteMeNts FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 39. Parent entity information The following disclosures relate to Fairfax Media Limited as an individual entity, being the ultimate parent entity of the Fairfax Media group. financial position of parent entity Current assets Total assets Current liabilities Total liabilities total equity of parent entity Contributed equity General reserve Share-based payment reserve Retained (losses)/profits total equity Result of parent entity (Loss)/profit for the period Other comprehensive income total comprehensive income for the period 26 June 2011 $’000 27 June 2010 $’000 1,457,808 1,675,897 4,456,159 5,011,984 17,587 17,877 20,841 21,063 4,646,248 4,948,792 (722) 6,971 (214,216) – 5,099 37,030 4,438,281 4,990,921 (183,040) – (183,040) (722) – (722) Fairfax Media Limited has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of its subsidiaries within the Closed Group. Further details regarding the deed are set out in Note 29. Operating lease commitments – parent entity as lessee Fairfax Media Limited has entered into commercial leases on office premises. Future minimum rentals payable under non-cancellable operating leases as at the period end are as follows: Within one year Later than one year and not later than five years Later than five years total operating lease commitments 26 June 2011 $’000 27 June 2010 $’000 157 243 – 400 74 – – 74 40. Events subsequent to balance sheet date On 27 June 2011 the medium term notes were repaid in full for $167.7 million. Subsequent to year end, the Group announced it had commenced preparation for an Initial Public Offering (IPO) of Trade Me Limited (Trade Me), a New Zealand subsidiary. The Group intends to sell between 30% to 35% of Trade Me through the IPO, with Trade Me being listed on the New Zealand Exchange. The timing of the IPO has not been finalised and will depend on appropriate market conditions. 114 Directors’ DecLArAtioN FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES FOR THE PERiOd ENdEd 26 JUNE, 2011 In accordance with a resolution of the Directors of Fairfax Media Limited, we state that: 1. In the opinion of the Directors: (a) the financial report and the additional disclosures included in the Directors’ Report designated as audited are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of its financial position as at 26 June 2011 and of its performance for the period ended on that date, and (ii) complying with Accounting Standards and Corporations Regulations 2001 (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1 (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable (d) as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in Note 29 will be able to meet any obligations or liabilities to which they are or may become subject to, by virtue of the Deed of Cross Guarantee. 2. This declaration has been made after receiving the declaration required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for financial period ended 26 June 2011. On behalf of the Board Roger Corbett, AO Chairman Greg Hywood Chief Executive Officer and Managing Director 16 September 2011 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 115 iNDepeNDeNt AUDitor’s report TO THE mEmBERS OF FAiRFAx mEdiA LimiTEd Independent auditor's report to the members of Fairfax Media Limited Report on the financial report We have audited the accompanying financial report of Fairfax Media Limited, which comprises the balance sheet as at 26 June 2011, the income statement and statement of comprehensive income, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year. Directors' responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor's responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. 116 Liability limited by a scheme approved under Professional Standards Legislation iNDepeNDeNt AUDitor’s report TO THE mEmBERS OF FAiRFAx mEdiA LimiTEd Opinion In our opinion: a. the financial report of Fairfax Media Limited is in accordance with the Corporations Act 2001, including: i ii giving a true and fair view of the consolidated entity's financial position as at 26 June 2011 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001; and b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Report on the remuneration report We have audited the Remuneration Report included in pages 17 to 27 of the directors' report for the year ended 26 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the Remuneration Report of Fairfax Media Limited for the year ended 26 June 2011, complies with section 300A of the Corporations Act 2001. Ernst & Young Christopher George Partner Sydney 16 September 2011 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 117 sHAreHoLDer iNForMAtioN FAiRFAx mEdiA LimiTEd tWENtY LaRGESt HOLDERS Of SECuRitiES at 22 auGuSt 2011 ORDiNaRY SHaRES (fxJ) National Nominees Limited JP Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited Marinya Media Pty Ltd Citicorp Nominees Pty Limited Citicorp Nominees Pty Limited Timeview Enterprises Pty Ltd Cogent Nominees Pty Limited RBC Dexia Investor Services Australia Nominees Pty Limited Hanrine Investments Pty Ltd Tasman Asset Management Ltd Queensland Investment Corporation Argo Investments Limited JP Morgan Nominees Australia Limited Pacific Custodians Pty Limited Citicorp Nominees Pty Limited Citicorp Nominees Pty Limited AMP Life Limited Citicorp Nominees Pty Limited Cambooya Pty Limited DEBENTURES National Financial Services Corp. OPTIONS There were no options exercisable at the end of the financial year. Number of securities 443,052,990 349,836,883 305,943,037 227,650,358 166,068,863 123,241,291 91,424,185 80,116,562 24,302,008 24,073,540 20,707,867 20,564,158 15,779,138 15,750,978 12,170,284 11,061,790 10,487,839 8,114,427 8,062,318 7,718,863 1,966,127,379 % 18.84% 14.87% 13.01% 9.68% 7.06% 5.24% 3.89% 3.41% 1.03% 1.02% 0.88% 0.87% 0.67% 0.67% 0.52% 0.47% 0.45% 0.35% 0.34% 0.33% 83.60% 281 100 SUBSTANTIAL SHAREHOLDERS Substantial shareholders as shown in substantial shareholder notices received by the Company as at 22 August 2011 are: Marinya Media Pty Ltd National Australia Bank Limited Group Commonwealth Bank of Australia Maple-Brown Abbott Limited AXA Group Orbis Investment Management (Australia) Pty Limited DiStRiButiON Of HOLDiNGS at 22 auGuSt 2011 No. of securities 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total number of holders Number of holders holding less than a marketable parcel Ordinary shares 232,512,219 146,780,715 186,221,004 136,691,699 166,269,107 119,329,292 No. of ordinary shareholders 9,655 16,013 5,670 5,496 345 37,179 6,766 No. of debenture holders 1 – – – – 1 – VOTING RIGHTS Voting rights of ordinary shareholders are governed by Rules 5.8 and 5.9 of the Company’s Constitution which provide that every member present personally or by proxy, attorney or representative shall on a show of hands have one vote and on a poll, shall have one vote for every share held. Debentures do not carry any voting rights. 118 FiVe YeAr perForMANce sUMMArY FAiRFAx mEdiA LimiTEd ANd cONTROLLEd ENTiTiES income Statement Total revenue Revenues from operations Earnings/(loss) before depreciation, interest and tax (EBITDA) Depreciation Earnings/(loss) before interest and tax Net interest expense Profit/(loss) before tax Income tax expense Net profit/(loss) attributable to members of the Company Net profit before significant items Balance Sheet Total equity Total assets Total borrowings Statistical analysis Number of shares and debentures Number of shareholders Number of SPS holders EBITDA to operating revenue EBIT to operating revenue Basic earnings/(loss) per share Basic earnings per share before significant items Operating cash flow per share Dividend per share Dividend payout ratio Interest cover based on EBITDA before significant items Gearing Return on equity Market price per share Market capitalisation Number of full-time employees Number of part-time and casual employees $m $m $m $m $m $m $m $m $m $m $m $m $m m % % cents cents cents cents % times % % $ $m 2011 2010 2009 2008 2007 2,476.5 2,463.4 2,490.3 2,476.8 2,609.5 2,599.1 2,934.0 2,900.9 2,178.5 2,111.4 (80.7) 114.4 (195.0) 108.0 (303.1) 86.6 (390.9) 283.8 4,438.7 6,700.6 1,532.0 2,352.0 37,974 – (3.3) (7.9) (17.0) 11.6 18.3 3.0 – 5.6 34.5 6.4 0.98 639.1 113.6 525.4 128.0 397.5 115.1 282.1 290.5 5,306.7 7,394.1 1,478.5 2,352.0 43,231 1,516 25.8 21.2 11.5 11.8 19.1 2.5 21.7 5.0 27.9 5.5 1.36 (59.0) 117.6 (176.6) 174.9 (351.4) 29.7 (380.1) 242.4 5,011.8 7,487.6 1,908.3 2,352.0 49,050 1,388 (2.3) (6.8) (21.6) 12.4 16.4 2.0 – 3.5 38.1 4.8 1.23 818.3 108.3 710.0 186.9 523.2 135.7 386.9 395.3 4,965.3 8,293.1 2,511.9 1,513.5 50,184 1,010 28.2 24.5 22.9 23.4 27.7 20.0 87.3 4.4 50.6 8.0 2.69 560.7 111.3 449.4 111.2 338.2 76.6 263.5 267.8 4,961.0 8,000.5 2,347.7 1,479.6 50,843 733 26.6 21.3 22.7 23.2 24.7 20.0 88.1 5.3 47.3 5.4 4.36 2,304.9 8,806 3,198.7 8,778 2,892.9 8,979 4,071.4 9,800 6,451.2 9,474 1,825 1,801 1,828 2,106 1,942 FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 119 DirectorY FAiRFAx mEdiA LimiTEd ANNUAL GENERAL MEETING SECURITIES EXCHANGE LISTING The Annual General Meeting will be held at 10.30am on Thursday 10 November 2011 at the Four Seasons Hotel, 199 George Street, Sydney NSW. The Company’s ordinary shares are listed on the Australian Securities Exchange as FXJ. The Stapled Preference Securities that were previously listed on the ASX as FXJPB were repurchased by the Company on 29 April 2011. fiNaNCiaL CaLENDaR 2012 Interim result Preliminary final result Annual General Meeting COMPANY SECRETARY Gail Hambly REGISTERED OFFICE Level 5, 1 Darling Island Road, Pyrmont NSW 2009 Ph: +61 2 9282 2833 Fax: +61 2 9282 1633 SHARE REGISTRY Link Market Services Limited Level 12 680 George Street Sydney NSW 2000 Ph: 1300 888 062 (toll free within Australia) Ph: +61 2 8280 7670 Fax: +61 2 9287 0303 Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au February 2012 August 2012 November 2012 WEBSITE Corporate information and the Fairfax annual report can be found via the Company’s website at www.fxj.com.au. The Company’s family of websites can be accessed through www.fairfax.com.au HOW TO OBTAIN THE FAIRFAX ANNUAL REPORT A soft copy of the annual report is available at www.fxj.com.au. To obtain a hard copy of the report, contact Link Market Services – see contact details under Share Registry. CONSOLIDATION OF SHAREHOLDINGS Shareholders who wish to consolidate their separate shareholdings into one account should advise the Share Registry in writing. DIRECT PAYMENT TO SHAREHOLDERS’ ACCOUNTS The Company pays dividends by direct credit to shareholders’ bank accounts. The Company no longer issues cheques except in exceptional circumstances. A direct credit form can be obtained from the Share Registry. Payments are electronically credited on the dividend date and confirmed by a mailed payment advice. Shareholders are advised to notify the Share Registry (although it is not obligatory) of their tax file number so that dividends can be paid without tax being withheld. 120 pUBLicAtioNs, WeBsites AND MoBiLe DeVice AppLicAtioNs Metropolitan Publishing The Age The Sunday Age The Sun Herald The Sydney Morning Herald fairfax Magazines Good Weekend Sunday Life Television the(melbourne)magazine the(sydney)magazine Metropolitan Websites automotive www.countrycars.com.au www.drive.com.au Business and finance www.businessday.com.au www.investsmart.com.au www.moneymanager.com.au www.mysmallbusiness.com.au www.tradingroom.com.au Dating www.rsvp.com.au Employment www.mycareer.com.au www.jobs.com.au Lifestyle and Entertainment www.brisbanetimes.com.au/entertainment www.brisbanetimes.com.au/lifestyle www.cuisine.com.au www.essentialbaby.com.au www.findababysitter.com.au www.smh.com.au/entertainment www.smh.com.au/lifestyle www.theage.com.au/entertainment www.theage.com.au/lifestyle www.thevine.com.au www.watoday.com.au/entertainment www.watoday.com.au/lifestyle News www.brisbanetimes.com.au www.canberratimes.com.au www.nationaltimes.com.au www.smh.com.au www.theage.com.au www.watoday.com.au Property www.apm.com.au www.commercialrealestate.com.au www.desktop.com.au www.domain.com.au Sport www.brisbanetimes.com.au/sport www.leaguehq.com.au www.realfooty.com.au www.rugbyheaven.com.au www.smh.com.au/sport www.theage.com.au/sport www.watoday.com.au/sport travel/accommodation www.rentahome.com.au www.stayz.com.au www.takeabreak.com.au www.traveller.com.au technology www.brisbanetimes.com.au/technology www.smh.com.au/digital-life www.smh.com.au/technology www.theage.com.au/technology www.watoday.com.au/technology Video www.brisbanetimes.tv www.smh.tv www.theage.tv www.watoday.tv Weather m.wz.com.au www.marineweather.com.au www.meteorology.com.au www.sydneyweather.com www.weathercalendar.com.au www.weathertracker.com.au www.weatherzone.co.nz www.weatherzone.com.au NSW Community Monthly Magazines Cronulla Magazine Georges River Magazine Engadine-Menai Magazine PS Magazine Review Magazine Quarterly Magazines Blue Mountains Wonderland Magazine My Family Magazine Publications Auburn Review Bankstown-Canterbury Torch Blacktown City Sun Blue Mountains Gazette Camden Advertiser Cooks River Valley Times Fairfield City Champion Hawkesbury Chronicle Hawkesbury Gazette Hills News Holroyd Sun Liverpool City Champion Parramatta Sun Penrith City Star Rouse Hill-Stanhope Gardens News South West Advertiser St George & Sutherland Shire Leader St Mary’s-Mt Druitt Star The Campbelltown Macarthur Advertiser Wollondilly Advertiser Websites www.blacktownsun.com.au www.bluemountainsgazette.com.au www.camdenadvertiser.com.au www.fairfieldchampion.com.au www.hawkesburygazette.com.au www.hillsnews.com.au www.liverpoolchampion.com.au www.macarthuradvertiser.com.au viC Community Publications Banyule & Nillumbik Weekly Brimbank Weekly/North West Weekly Casey Weekly – Berwick/Casey Weekly – Pakenham Casey Weekly – Cranbourne City Weekly Frankston Weekly Greater Dandenong Weekly Holiday Magazine Hume Weekly Knox Weekly Macedon Ranges Weekly/Sunbury Weekly Maribyrnong Weekly/Hobsons Bay Weekly/ Hobsons Bay Weekly – Williamstown Maroondah Weekly/Yarra Ranges Weekly Melbourne Times Weekly Melbourne Weekly Melbourne Weekly – Port Phillip Melbourne Weekly Bayside Melbourne Weekly Eastern Melton Weekly/Moorabool Weekly Monash Weekly Moonee Valley Weekly Northern Weekly Peninsula Weekly/Westernport Weekly Wyndham Weekly/Point Cook Weekly Websites www.berwickjournal.com.au www.chelseaindependent.com.au www.cranbournejournal.com.au www.frankstonindependent.com.au www.humeweekly.com.au www.knoxjournal.com.au www.macedonrangestelegraph.com.au www.maroondahjournal.com.au www.meltonexpress.com.au www.monashjournal.com.au www.morningtonpeninsulamail.com.au www.mymooneevalley.com.au www.parramattasun.com.au www.penrithstar.com.au www.southwestruraladvertiser.com.au www.stmarysstar.com.au www.the-advocate.com.au www.thebanner.com.au www.thejournal.com.au www.theleader.com.au www.themail.com.au www.thenorthernnews.com.au www.wollondillyadvertiser.com.au FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 121 pUBLicAtioNs, WeBsites AND MoBiLe DeVice AppLicAtioNs Regional Media Regional Publishing (NSW) Bay Post Bega District News Blayney Chronicle Bombala Times Boorowa News Braidwood Times Camden Haven Courier Canowindra News Central Western Daily Cobar Age Coffs Harbour Independent Cooma-Monaro Express Cootamundra Herald Cowra Guardian Crookwell Gazette Daily Liberal Dungog Chronicle Eastern Riverina Chronicle Forbes Advocate Glen Innes Examiner Gloucester Advocate Goulburn Post Great Lakes Advocate Guardian News Harden Murrumburrah Express Hawkesbury Gazette Hunter Valley News Illawarra Mercury Kiama Independent/Lake Times Lithgow Mercury Magnet Manning River Times Merimbula News Weekly Milton Ulladulla Times Moree Champion Mudgee Guardian Muswellbrook Chronicle Myall Coast Nota Narooma News Narromine News Newcastle Herald Nyngan Observer Oberon Review Parkes Champion–Post Port Macquarie News Port Stephens Examiner South Coast Register Southern Highland News Southern Weekly Summit Sun Tenterfield Star The Advertiser (Cessnock) The Armidale Express The Bellingen Shire Courier Sun The Grenfell Record The Guyra Argus The Inverell Times The Macleay Argus The Maitland Mercury The Northern Daily Leader The Ridge News The Scone Advocate The Singleton Argus The Star The Young Witness 122 Town & Country Magazine Walcha News Warren Advocate Wauchope Gazette Wellington Times Western Advocate Western Magazine Wingham Chronicle Yass Tribune Regional Publishing victoria The Advertiser (Bendigo) The Advocate (Hepburn) The Ararat Advertiser The Border Mail The Courier The Standard The Stawell Times-News The Wimmera Mail-Times Regional Publishing QLD/Nt Bayside Bulletin/Redland Times Goondiwindi Argus Katherine Times The North West Star Regional Publishing taS Coastal Times Devonport Times East Coast News Island of Contrast Launceston Times Meander Valley News Northern Midlands News Tamar Community Times The Advocate (Burnie) The Examiner Western Herald Regional Publishing Sa Barossa & Light Herald Border Chronicle Coastal Leader Eyre Peninsula Tribune Naracoorte Herald Northern Argus Port Lincoln Times Roxby Downs Sun The Flinders News The Islander The Murray Valley Standard The Recorder The Times The Transcontinental West Coast Sentinel Whyalla News Regional Publishing Wa Augusta-Margaret River Mail Bunbury Mail Busselton-Dunsborough Mail Central Midlands & Coastal Advocate Collie Mail Donnybrook-Bridgetown Mail Mandurah Mail Merredin-Wheatbelt Mercury Sun City News The Avon Valley Advocate The Esperance Express The Wagin Argus Canberra/illawarra/Newcastle/ Senior Publications ACT Public Sector Informant The Queanbeyan Age Sunday Canberra Times The Canberra Times The Chronicle illawarra Illawarra Mercury Kiama Advertiser Shellharbour Advertiser Wollongong Advertiser Newcastle News of the Area The Newcastle Herald The Lakes Mail Port Stephens Examiner The Newcastle and Lake Macquarie Star Senior Publications Australian Senior Queensland Senior Senior Traveller South Australia Senior Tasmanian Senior Victorian Senior West Australian Senior fairfax Digital Regional Network www.araratadvertiser.com.au www.areanews.com.au www.armidaleexpress.com.au www.avonadvocate.com.au www.barossaherald.com.au www.batemansbaypost.com.au www.baysidebulletin.com.au www.begadistrictnews.com.au www.bellingencourier.com.au www.bendigoadvertiser.com.au www.blayneychronicle.com.au www.bombalatimes.com.au www.boorowanewsonline.com.au www.bordermail.com.au www.borderchronicle.com.au www.braidwoodtimes.com.au www.bunburymail.com.au www.busseltonmail.com.au www.camdencourier.com.au www.canberratimes.com.au www.canowindranews.com.au www.capitalnews.com.au/custom.asp www.centraladvocate.com.au www.centralwesterndaily.com.au www.cessnockadvertiser.com.au www.coastingmagazine.com.au www.cobarage.com.au www.coffscoastindependent.com.au www.colliemail.com.au www.colypointobserver.com.au pUBLicAtioNs, WeBsites AND MoBiLe DeVice AppLicAtioNs www.coomaexpress.com.au www.cootamundraherald.com.au www.cowraguardian.com.au www.crookwellgazette.com.au www.dailyadvertiser.com.au www.dailyliberal.com.au www.devonporttimes.com.au www.donnybrookmail.com.au www.dungogchronicle.com.au www.easternriverinachronicle.com.au www.eastvicmedia.com.au www.edenmagnet.com.au www.esperanceexpress.com.au www.euroa-gazette.com.au www.examiner.com.au www.eyretribune.com.au www.forbesadvocate.com.au www.gippslandtimes.com.au www.gleninnesexaminer.com.au www.gloucesteradvocate.com.au www.goondiwindiargus.com.au www.goulburnpost.com.au www.greatlakesadvocate.com.au www.grenfellrecord.com.au www.guyraargus.com.au www.hardenexpress.com.au www.hawkesburygazette.com.au www.hepburnadvocate.com.au www.huntervalleynews.yourguide.com.au 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www.westernherald.com.au www.westernmagazine.com.au www.whyallanewsonline.com.au www.winghamchronicle.com.au www.yasstribune.com.au www.youngwitness.com.au Rural Press www.businessquickfind.com.au www.buyersguide.com.au www.holidaysaway.net www.ruralpresssales.com.au www.yourguide.com.au financial Review Group australia Publications AFR BOSS AFR Smart Investor Asset The Australian Financial Review The Australian Financial Review Magazine The Australian Financial Review – Weekend Edition BRW CFO Life & Leisure The Sophisticated Traveller Life & Leisure Luxury MIS Australia asia Publications CIO Asia Computerworld Singapore Computerworld Malaysia MIS Asia MIS Asia 100 Strategic 100 Online www.afr.com www.afrboss.com www.afrmagazine.com www.afrmarketwrap.com www.afrsmartinvestor.com.au www.assetmag.com.au www.brw.com.au www.cfoweb.com.au www.misaustralia.com Data AssetLink Fairfax Business Research MarketBase asia On-line www.mis-asia.com www.cio-asia.com www.computerworld.com.sg www.computerworld.com.my agricultural Publications National Australasian Flowers Australian Cotton Outlook Australian Dairyfarmer Australian Farm Journal Australian Horticulture Australian Landcare Country Music Capital News Dairy Info. Guide Directory of Australian Country Music Flower Register Good Fruit + Vegetables Horse Deals Hortguide Irrigation and Water Resources Lotfeeding National GrapeGrowers and Vignerons Official Guide to Tamworth Country Music Festival Turfcraft field Days and Events – australia Commonwealth Bank Ag-Quip Elders FarmFest Farming Small Areas Expo Murrumbidgee Farm Fair Northern and Southern Beef Weeks NSW Beef Spectacular Star Maker Quest Tamworth Country Music Festival field Days – New Zealand Central District Field Days FAIRFAX MEDIA LIMITED ANNUAL REPORT 2011 123 pUBLicAtioNs, WeBsites AND MoBiLe DeVice AppLicAtioNs farm Shows – uSa Farm Progress Show Hay Expo Husker Harvest Days New York Farm Show New Zealand agricultural Publishing Ag Trader Lifestyle Farmer Straight Furrow The Dairyman agricultural Websites farmonline fw.farmonline.com.au nqr.farmonline.com.au qcl.farmonline.com.au sj.farmonline.com.au sl.farmonline.com.au theland.farmonline.com.au www.australianfarmjournal.com.au www.australianhorticulture.com.au www.farmonline.com.au/farmmags/ alfalotfeeding/index.aspx www.farmonline.com.au/farmmags/ australiancottonoutlook/index.aspx www.farmonline.com.au/farmmags/ australiandairyfarmer/index.aspx www.farmonline.com.au/farmmags/ australianlandcare/index.aspx www.farmonline.com.au/horticulture www.farmonline.com.au/horticulture/ australasianflowers/index.aspx www.farmonline.com.au/horticulture/ goodfruitvegetables/index.aspx www.farmonline.com.au/horticulture/ irrigationandwaterresources/index.aspx www.grapegrowers.com.au www.horticultureonline.com.au www.qldsmartfarmer.com.au www.turfcraft.com.au New South Wales Farm Equipment Trader Farming Small Areas NSW Ag Today The Land Queensland North Queensland Register Queensland Country Life Queensland Grains Outlook Queensland Smart Farmer South australia Smart Farmer Stock Journal The Grower victoria Stock and Land Western australia Farm Weekly Ripe uSa agricultural Publications American Agriculturist Californian Farmer Carolina-Virginia Farmer Dakota Farmer Direct-fed Microbila, Enzyme + Forage Additive Compendium Farm Futures Feed Additive Compendium Annual Feedstuffs Feedstuffs Reference Issue Indiana Prairie Farmer Kansas Farmer Michigan Farmer Mid-South Farmer Missouri Ruralist Nebraska Farmer Ohio Farmer Prairie Farmer Southern Farmer Tack ‘n’ Togs The Farmer The Farmer-Stockman Wallaces Farmer (Iowa) Western Farmer-Stockman Wisconsin Agriculturist agricultural www.agquip.com.au www.farmonline.com.au www.horsedeals.com.au www.ruralbookshop.com.au www.ruralpropertyguide.com.au USA www.farmfutures.com www.farmprogress.com www.feedstuffs.com www.tackntogs.com Radio Metropolitan Music Magic 1278 Melbourne 4BH Brisbane 96fm Perth Metropolitan News talk 2UE Sydney 3AW Melbourne 4BC Brisbane 6PR Perth Narrowcast KIX AM/FM Bundaberg the Clare Valley the Coalfields Emerald Gladstone Hervey Bay Mackay Maryborough Port Lincoln Riverland Rockhampton Spencer Gulf Townsville Regional 4BU & Hitz FM Bundaberg 5RM & Magic FM the Riverland 5CC & Magic FM Port Lincoln 5AU/5CS & Magic FM Spencer Gulf New Zealand Metropolitan Newspapers The Dominion Post The Christchurch Press Waikato Times New Zealand National Newspapers Sunday Star –Times Sunday News New Zealand Regional Newspapers Manawatu Standard Taranaki Daily News The Marlborough Express The Nelson Mail The Southland Times The Timaru Herald New Zealand Community Newspapers auckland & Northland Community Newspapers Auckland City Harbour News Central Leader Dargaville & Districts News East & Bays Courier Eastern Courier Manukau Courier North Harbour News North Shore Times Northern News Nor-West News Papakura Courier Rodney Times The Bay Chronicle Waiheke MarketPlace Western Leader Whangarei Leader Waikato/Bay of Plenty/Hawke’s Bay Community Newspapers Cambridge Edition Franklin County News Hamilton Press Hauraki Herald HB Country Scene Matamata Chronicle North Waikato News Piako Post Rotorua Review Ruapehu Press South Waikato News Taupo Times The Hastings Mail The Napier Mail Urban & Country 124 Employment www.trademe.co.nz/trade-me-jobs Property www.trademe.co.nz/trade-me-property Social Networking www.oldfriends.co.nz www.treatme.co.nz travel www.travelbug.co.nz Mobile Devices Brisbane Times – iPhone City2Surf – iPhone Domain.com.au – Android, iPhone,WP7 iPad Drive.com.au – iPhone, Samsung Bada Good Wine Guide 2011 – iPhone MyCareer.com.au – Android, iPhone, Samsung Bada, WP7 RSVP Dating – iPhone SMH – iPhone The SMH for iPad – iPad SMH Everyday Eats 2011 – iPhone SMH Good Cafe Guide 2011 – iPhone SMH Good Food Guide 2011 – iPhone SMH Good Food Shopping Guide 2011 – iPhone SMH Good Pub Food Guide 2011 – iPhone The Age – iPhone The Age Cheap Eats 2011 – iPhone The Age for iPad – iPad The Age Good Food Guide 2011 – iPhone The Age Newspaper – iPhone AGE Good Cafe Guide 2011 – iPhone AGE Good Food Shopping Guide 2011 – iPhone WA Today – iPhone Weekly Guide to Pregnancy from Essential Baby – iPhone pUBLicAtioNs, WeBsites AND MoBiLe DeVice AppLicAtioNs taranaki/Manawatu Community Newspapers Central District Times Central Districts Farmer Feilding Herald North Taranaki Midweek Rangitikei Mail South Taranaki Star The Tribune Wellington Community Newspapers Horowhenua Mail Kapi-Mana News Kapiti Observer The Hutt News The Wellingtonian Upper Hutt Leader Wairarapa News The New Zealander (International) South island Community Newspapers Central Canterbury News Clutha Leader Discover Marlborough/Nelson D-Scene High Country Herald Kaikoura Star Mid Canterbury Herald Motueka-Golden Bay News Newslink Otago Southland Farmer South Canterbury Herald Taieri Herald The Christchurch Mail The Invercargill Eye The Leader – Nelson Leader The Leader – Richmond & Waimea Leader The Marlborough Midweek The Mirror The Northern Outlook The Saturday Express Waitaki Herald New Zealand Magazines Avenues Boating New Zealand CIO Computerworld Cuisine Fish & Game New Zealand MIS100 New Zealand Fishing News New Zealand Gardener New Zealand Horse & Pony New Zealand Trucking NZ Autocar NZ Gear Guide NZ House & Garden NZ Life & Leisure NZ Lifestyle Block NZ PCWorld Ponies Resellernews Sunday (host Sunday Star–Times) The Cut The TV Guide Unlimited World Your Weekend New Zealand Websites www.agtrader.co.nz www.aucklandcityharbournews.co.nz www.aucklandnow.co.nz www.baychronicle.co.nz www.businessday.co.nz www.centralleader.co.nz www.cio.co.nz www.computerworld.co.nz www.cuisine.co.nz www.dargavillenews.co.nz www.dompost.co.nz www.eastandbayscourier.co.nz www.easterncourier.co.nz www.jobuniverse.co.nz www.lifestyle-farmer.co.nz www.manawatustandard.co.nz www.manukaucourier.co.nz www.marlexpress.co.nz www.nelsonmail.co.nz www.northernnews.co.nz www.northharbournews.co.nz www.northshoretimes.co.nz www.nor-westnews.co.nz www.nzfishingnews.co.nz www.nzgardener.co.nz www.nzhouseandgarden.co.nz www.nzlifeandlesuire.co.nz www.nzx.com www.papakuracourier.co.nz www.pcworld.co.nz www.press.co.nz www.reseller.co.nz www.rodneytimes.co.nz www.rugbyheaven.co.nz www.southlandtimes.co.nz www.sstlive.co.nz www.straightfurrow.co.nz www.stuff.co.nz www.sundaynews.co.nz www.taranakidailynews.co.nz www.timaruherald.co.nz www.unlimited.co.nz www.waihekemarketplace.co.nz www.waikatotimes.co.nz www.westernleader.co.nz www.whangareileader.co.nz TradeMe automotive www.trademe.co.nz/trade-me-motors auctions www.trademe.co.nz www.safetrader.co.nz Dating www.findsomeone.co.nz FAIRFAX MeDIA lIMIteD GPO 506 Sydney NSW 2001 Sydney offices 1 Darling island Road Pyrmont NSW 2009 Telephone 02 9282 2833 www.fxj.com.au 

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