2022
Annual Report
GENEX FY2022 -- ANNUAL REPORT
GENEX POWER…
CLEAN ENERGY ON DEMAND…
Genex Power Limited is an Australian publicly listed company on the ASX (trading under the code ‘GNX’),
focused on developing a portfolio of renewable energy generation and storage projects across
Australia. Genex’s flagship asset is a 300MW clean energy hub in north Queensland, integrating large-
scale solar with pumped storage hydro, with plans to add a further 200MW in wind generation
capacity. The ‘Kidston Clean Energy Hub’ is a world first, innovative integration of intermittent
renewable energy with large-scale energy storage creating ‘Renewable Energy On Tap’. Genex also
owns and operates the 50MW Jemalong Solar Project, located near Forbes in NSW and is constructing
the 50MW/100MWh Bouldercombe Battery Project in central Queensland. With the acquisition of the
up to 2GW Bulli Creek Battery and Solar Project in south-east Queensland in August 2022, Genex has a
development pipeline of up to 2,470MW of renewable energy and storage projects leaving it well placed
in its strategy to become a leading renewable energy and storage company in Australia.
GENEX POWER FY2022 -- ANNUAL REPORT
TABLE OF CONTENTS
1. CHAIRMAN’S LETTER ............................................................................ 4
2. CHIEF EXECUTIVE OFFICER’S REVIEW OF OPERATIONS ...................... 7
3. ENVIRONMENTAL, SOCIAL AND GOVERNANCE STATEMENT .............. 12
3.1
Environment ................................................................................................................... 12
3.2 Climate change position ................................................................................................ 13
3.3
Social .............................................................................................................................. 13
3.4 Governance .................................................................................................................... 14
4. DIRECTORS’ REPORT ........................................................................... 16
5. AUDITOR’S INDEPENDENCE DECLARATION ....................................... 28
6. REMUNERATION REPORT ................................................................... 29
6.1
Remuneration report overview ...................................................................................... 29
6.2 Overview of KMP remuneration ..................................................................................... 29
6.3 Executive Services Agreement ...................................................................................... 31
6.4 Statutory and share-based reporting ............................................................................ 32
7. CONSOLIDATED FINANCIAL STATEMENTS ........................................ 35
7.1
Consolidated Statement of Profit and Loss and Other Comprehensive Income........... 36
7.2 Consolidated Statement of Financial Position .............................................................. 37
7.3
Consolidated Statement of Changes in Equity .............................................................. 38
7.4 Consolidated Statement of Cash Flows ......................................................................... 39
7.5 Notes to the Consolidated Financial Statements ......................................................... 40
8. DIRECTORS’ DECLARATION ................................................................ 92
9.
INDEPENDENT AUDITOR’S REPORT .................................................... 93
10. CORPORATE GOVERNANCE STATEMENT ........................................... 97
11. ASX ADDITIONAL INFORMATION ....................................................... 112
CORPORATE DIRECTORY.…………………………………………………………….115
GENEX FY2022 - ANNUAL REPORT
03
1. CHAIRMAN’S LETTER
Dear Shareholders,
On behalf of the Board of Directors of Genex Power Limited (Genex or
Company), it is with great pleasure that I present to you the Annual
Report for the 2022 Financial Year (FY2022 or the Period), a year in which
the Company continued construction on our flagship Kidston Pumped
Storage Hydro Project
(K2H) and began construction at our
50MW/100MWh Bouldercombe Battery Project (BBP) to further our
strategy of building a leading, diversified renewable energy and storage
company.
FY2022 – A year of significant construction progress
Over the Period, Genex has made significant progress on its two key storage assets – our flagship K2H
project, and our first Battery Energy Storage System (BESS) development, BBP, both located in
Queensland. As Australia’s electricity generation mix continues to transition at an accelerating rate
towards intermittent renewable energy, we see storage assets becoming of increased importance and
value, playing an absolutely critical role in maintaining system stability and security.
The K2H project reached financial close late in FY2021 and the focus over the last 12 months has
successfully shifted to the construction phase. I would like to thank all of our stakeholders and the
Genex team for their efforts to ensure that our fully funded flagship project remains on schedule and
within budget to achieve first generation during the first half of FY2025.
Genex is committed to further diversifying its asset base during the financial year as it achieved
financial close for the BBP and began construction in Q1 FY2022. The BBP represents our first
investment in BESS technology, an area where we see considerable upside for the Company over the
near to long-term. We are very pleased to be partnering with Tesla at BBP, utilising their well-
established battery and trading technologies.
Pleasingly, our existing solar assets, the 50MW Kidston Solar Project (KS1) and 50MW Jemalong Solar
Project (JSP), performed strongly during the Period. Both assets were independently recognised as
amongst the top performing solar assets in Australia during the Period. Additionally, our strategy to
retain exposure to merchant power prices at JSP, coupled with the floor price structure of the KS1
power purchase agreement, has proven to be a sound one for shareholders in an environment of rising
wholesale electricity prices.
By 2025, our portfolio of renewable power projects will generate enough clean energy to meet the
needs of over 350,000 homes, removing almost two million tonnes per annum of carbon dioxide from
our country’s emission profile. We expect the portfolio will play an important role in assisting the
Queensland Government to meet its 50% renewable energy target by 2030 and meeting the new
Federal Government’s zero emissions target by 2050.
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Ongoing support from our key Stakeholders
I would like to acknowledge the ongoing strong support Genex has received from a number of Federal
and State Government entities. The Australian Renewable Energy Agency continues to support Genex
via the provision of grant funding toward our projects. In particular, we recognise the Northern
Australia Infrastructure Facility and their support of the K2H project through a long-term fixed interest
loan. I would also like to acknowledge the Queensland State Government for their commitment to a 20-
year revenue support deed for KS1 and for funding of $147m towards the construction of the 275kV
transmission line between Guybal Munjan (Mt Fox) and Kidston to support the establishment of the
Kidston Clean Energy Hub. The significant and ongoing support from stakeholders reflects the growing
focus on renewable energy generation and storage in Australia which, in turn, provides significant
growth opportunities for Genex.
Our people, communities and the environment
On behalf of the Board, I would like to thank all of our employees and contractor workforce for their
tremendous efforts during the Period. We are proud of the positive contribution that our team has
made toward Australia’s efforts to decarbonise and we remain deeply cognisant of the importance of
our social licence to operate.
Here at Genex, we have a strong focus on local community support, diversity and indigenous
engagement within our workforce. Across our K2H and BBP construction projects, over 950 new jobs
will be created with local and Indigenous employment prioritised, as they have been on our KS1 and JSP
projects. We always seek to work constructively and positively with the communities in which we
operate.
Pictured above: K2H Wises Dam – Placement of embankment fill
GENEX FY2022 - ANNUAL REPORT
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Outlook for FY2023
As we move into FY2023, the immediate focus for Genex remains on the safe delivery of the K2H and
BBP projects. The delivery of these two projects will increase the nameplate capacity of our portfolio
by a factor of four to 400MW and importantly, will add 2,100MWh of energy storage in Queensland. This
is an impressive achievement that would not have been made possible without the hard work and
dedication of our team.
With an ever-increasing focus on the decarbonisation of Australia’s economy in line with global
ambitions, we will continue to pursue further growth opportunities. Our 200MW Kidston Stage 3 Wind
Project (K3W) leads a strong pipeline of new projects to further position Genex as a leader in the
Australian renewables and energy storage market. The team continues to build on this pipeline with
further additions anticipated in FY2023, including the up to 2GW Bulli Creek Battery and Solar Project
(BCP) which was announced in August 2022.
On Monday 25 July 2022, Genex announced that it had received a non-binding indicative offer from a
Consortium comprising Skip Essential Infrastructure Fund and Stonepeak Partners LLC (the
Consortium) to acquire 100% of the shares issued by Genex for a cash consideration of 23 cents per
share by way of a Scheme of Arrangement (NBIO). The Board rejected the Consortium’s NBIO but
continued to engage constructively with the Consortium and on Wednesday 17 August 2022 Genex
announced that it had received a revised non-binding indicative offer of 25 cents per share from the
Consortium which was otherwise on substantially the same terms as the NBIO. As I write this letter to
you today, the Consortium is working their way through a non-exclusive confirmatory due diligence
period. I refer you to the Genex Board’s announcement to the ASX made on Wednesday 17 August 2022
which outlines the next steps in Genex’s engagement with the Consortium.
Finally, on behalf of the Board, I would like to thank all shareholders for their continued support over
the last year, particularly those who participated in the capital raising to fund the development of the
BBP. I also extend a warm welcome to all new shareholders that have joined us on our journey.
Yours faithfully,
Dr Ralph Craven
Independent Non-Executive Chairman
GENEX FY2022 - ANNUAL REPORT
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2. CHIEF EXECUTIVE OFFICER’S REVIEW OF OPERATIONS
As Chief Executive Officer of Genex Power Limited (Genex or the
Company), I am pleased to present the Review of Operations for FY2022,
a year in which Genex continued to make significant progress towards
our goal of becoming a leading renewable energy and storage company
in Australia.
Following financial close of the Kidston Pumped Storage Hydro Project
(K2H) late in FY2021, we have successfully completed mobilisation and
preliminaries and commenced the key underground and surface
construction activities. I am very pleased to report that we are making
good progress across all areas and remain on schedule and within
budget to achieve first generation during the first half of FY2025.
K2H is Genex’s flagship project, and lies at the heart of our Kidston Clean Energy Hub. The
250MW/2,000MWh pumped storage hydro project will be the first to be developed in Australia in over
40 years and the first developed by the private sector. When completed, it will join the operating 50MW
Kidston Solar Project (KS1) creating 300MW of renewable energy and storage capacity at the Kidston
Clean Energy Hub, with further expansion potential through the 200MW Kidston Stage 3 Wind Project
(K3W) which is now under development, and the up to 270MW Kidston Stage 2 Solar Project (K2S),
which is currently in the feasibility stage.
However, as we grow the Company our focus extends well beyond the Kidston Clean Energy Hub.
Following the first full year of operations for our 50MW Jemalong Solar Project (JSP) in NSW, we also
achieved the significant milestone of financial close at the 50MW/100MWh Bouldercombe Battery
Project (BBP) during the year, in Central Queensland.
BBP represents the Company’s first large scale Battery Energy Storage System (BESS) project, a
technology we see as eminently scalable and therefore in high demand in Australia’s National
Electricity Market (NEM). With our supply partner Tesla, we are on track to achieve first generation by
mid-CY2023, with on-site construction works underway. The project is fully funded by a $35m loan
from Infradebt Pty Ltd (Infradebt) and proceeds from our recent $47m capital raising.
FY2022 has been an extremely busy and productive year for Genex. I would like to pay tribute to all of
our staff in Sydney, Brisbane and Kidston for their dedication and unrelenting efforts to help continue
to deliver on the Company’s strategy.
250MW Kidston Pumped Storage Hydro Project (K2H)
FY2022 represented a year of significant construction progress at the Company’s flagship K2H project.
K2H is fully funded to commercial operations with construction under a fixed-price lump sum contract
with engineering, procurement and construction contractor joint venture partners, McConnell Dowell
and John Holland.
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Several key construction milestones were achieved during the year, including:
• Completion of site establishment activities, including:
o Completion of the airstrip upgrades to facilitate fly-in-fly-out operations for
construction personnel;
o Completion of refurbishment works for the Oaks Rush Accommodation Village, including
new facility buildings and a 450-bed camp expansion; and
o Completion of site infrastructure upgrades including communications, power and water
supply;
• Successful completion of hydraulic model tests for the 2 x 125MW turbines to be used for the
project;
• Completion of the 22kV distribution line for construction power supply with the line fully
energised;
• Commencement of underground works, with drilling of the Main Access Tunnel (MAT)
significantly progressed to 45% completion at year-end. The MAT is a 1.5km long decline tunnel
which will be utilised as a construction and permanent access to the underground powerhouse
cavern;
• Commencement of construction of the Wises Dam with approximately 15% of the 6km
embankment placed at Period-end;
• Commencement of surface blasting for excavation of the Wises Dam Intake Canal;
• Commencement of manufacture of the main inlet valve and draft tube gates for the pump-
turbines by Andritz Hydro GmbH;
• Preparation works for the construction of the 250m deep ventilation and cable shafts for the
pre-sink works on upper sections of the shafts;
• Successful completion of the full-scale prototype testing for tower one of the suite of 275kV
transmission towers by Powerlink Queensland; and
• Geotechnical works for the 186km long 275kV transmission line from Kidston to Guybal Munjan
(Mt Fox) under construction by Powerlink Queensland.
As at the date of this report, the K2H project remains within budget and on schedule for energisation
in H2 CY2024.
Solar portfolio – 50MW Kidston Solar Project (KS1) and 50MW Jemalong Solar Project (JSP)
Despite reduced irradiance owing to La Nina weather patterns, KS1 continued to perform well
throughout the year as one of Australia’s leading solar assets, generating clean renewable energy into
the grid. Specifically, the Project delivered $13.04m in total revenue, from net generation of
115,957MWh over the course of the year. The structure of the Queensland Government financial support
deed has allowed the project to benefit from markedly increased electricity prices this year.
GENEX FY2022 - ANNUAL REPORT
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Similarly, JSP also continued to perform well throughout the Period, generating renewable energy
which is sold into the NEM on a merchant basis. Net generation for the year was 107,561MWh, resulting
in total revenue for the year of $13.06m. Revenue was comprised of $7.61m from electricity sales,
$4.38m from large-scale generation certificates for an average bundled price of $111.53/MWh; and
$1.06m of other revenue for the Period. Jemalong’s exposure to wholesale electricity prices has
ensured the asset has captured recent price rises.
On 30 June 2022 a new $16m subordinated debt facility for the solar portfolio was agreed with
Infradebt, with the proceeds to be applied toward a refinancing of the existing subordinated debt
facility with the Clean Energy Finance Corporation. This refinancing was subsequently completed in
August 2022.
50MW/100MWh Bouldercombe Battery Project (BBP)
The BBP is the first large scale BESS project which is being developed as part of the Company’s
strategy to broaden our footprint in energy storage beyond K2H. The project achieved the significant
milestone of financial close during FY2022 and is now in the construction phase ahead of first
generation expected by mid CY2023.
During FY2022, the Company signed two important agreements with Tesla. The Supply Agreement will
see Tesla provide 40 of its patented BESS technology, the Megapack, to support the 50MW/100MWh
project. The Megapacks are an all-in-one utility-scale energy storage system manufactured in Nevada,
USA and shipped to Australia fully factory assembled and tested. The other material agreement, the
Autobidder Offtake Agreement, provides the Company access to Tesla’s proprietary bidding system
and a guaranteed minimum level of revenue to support the debt financing for the project. Importantly,
the Autobidder Offtake Agreement will allow Genex to obtain exposure to the merchant revenue
streams of the battery, which we see as a highly attractive addition to our portfolio of largely
contracted revenues.
200MW Kidston Stage 3 Wind Project (K3W)
Genex signed a Joint Development Agreement with its joint venture partner, Electric Power
Development Co. Ltd (J-POWER), to continue advancing feasibility works associated with the K3W
project, which forms the key next stage of the Kidston Clean Energy Hub.
A 150m Met Mast was installed at the site during the year to collect data to help support modelling of
the wind resource. Additionally, grid connection discussions with Powerlink Queensland commenced
for the connection into the new 275kV transmission line being constructed for the K2H project. At the
end of the Period, the project remained on schedule for a final investment decision by the end of
CY2023.
GENEX FY2022 - ANNUAL REPORT
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Funding
During the year the Company undertook a $47m equity raising to enable the BBP to achieve financial
close. Approximately $40m was raised via a placement to sophisticated, professional and institutional
investors, while a further $7m was raised via a Share Purchase Plan for existing shareholders.
In addition, Genex secured a $35m debt facility from Infradebt during FY2022 as part of the BBP project
financing. The loan provides for a fixed interest rate over a tenor extending 12 years from the
commencement of operations at the BBP. As noted above, on 30 June 2022 the Company secured a
new $16m subordinated debt facility with Infradebt for the solar portfolio to support a refinancing of
the existing subordinated facility, which was completed in August 2022.
As a result of these debt and equity raisings, as at 30 June 2022 Genex is fully funded to completion of
construction of the BBP and the K2H projects, while having sufficient working capital to continue to
advance its portfolio development activities.
Acquisition of up to 2GW Bulli Creek Battery and Solar Project (BCP)
Subsequent to Period-end, Genex announced that it had completed the acquisition of 100% of the
development rights for the BCP, which represents an up to 2GW, multi-stage battery and solar
photovoltaic development in south-east Queensland. The project was selected based upon its
proximity to the Queensland-NSW Interconnector, strong marginal loss factors and significant
scalable development potential. The first stage of the BCP development is intended to be a BESS
project, currently anticipated to be up to 400MW/1,600MWh.
Summary and Outlook
In summary, FY2022 has been a pivotal year for the Company as we ramped up construction of our
flagship project and sanctioned our first battery storage project. As we move in to FY2023, we
continue to focus on:
• The continued and safe progression of construction activity at the K2H project;
• Delivery of the construction of our BBP project, with energisation expected by early FY2024;
• Progression of our K3W project as the next stage of the Kidston Clean Energy Hub, with
activities centred on continuation of
land and environmental approvals, construction
procurement and commencement of project financing workstreams, ahead of a final
investment decision targeted by the end of CY2023;
• The development of the BCP, including conclusion of joint development partnership
arrangements for the first stage BESS project at the site; and
• New business and project opportunities that are consistent with the Genex development
strategy.
GENEX FY2022 - ANNUAL REPORT
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I would again like to acknowledge the support from the Federal Government, through the Northern
Australia Infrastructure Facility and Australian Renewable Energy Agency. I would also like to
recognise the Queensland State Government for providing a 20-year revenue support deed for KS1 and
for supporting the Kidston Clean Energy Hub through its $147m co-funding of the new 275kV
transmission line from Kidston to Guybal Munjan (Mt Fox).
Finally, I would like to express my thanks to the Genex Board and to all Genex staff, who have been
central to our outstanding achievements in FY2022. I would also like to thank our shareholders for their
ongoing support, and I look forward to Genex building on our achievements and delivering another
successful year in FY2023.
Yours faithfully,
James Harding
Chief Executive Officer
GENEX FY2022 - ANNUAL REPORT
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3. ENVIRONMENTAL, SOCIAL AND GOVERNANCE STATEMENT
As a leading developer and operator of renewable energy generation and storage projects, Genex
Power Limited (Genex or the Company) is committed to the highest standards of Environmental care,
Social responsibility, and good Governance (ESG). Genex is pleased to present the Company’s ESG
Statement to our shareholders, summarising our commitment to maintaining the high standards of
sustainability we have set and further improving how our business decisions and policies address
opportunities to enhance sound ESG practises.
The Company has developed a ‘Genex sustainability relationship framework’ which outlines its ESG
values, the relationship with the adopted Global Reporting Initiatives and Sustainable Development
Goals as well as the relevant ASX Corporate Governance Principles.
3.1 Environment
We are a proud developer of sustainable renewable energy generation and storage projects. By 2025
our portfolio is expected to provide clean energy to over 350,000 homes while also removing almost 2
million tonnes of CO2 per annum that would otherwise be emitted from the burning of fossil fuels.
We are deeply cognisant of the unique local environments in which we operate. We have a strong focus
on minimising the disturbance we create in our operations by:
GENEX FY2022 - ANNUAL REPORT
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• Committing to conserving and protecting the environments in which we operate, as illustrated
by the ’Recycling and Reuse Programme’ which is being implemented at the Kidston Clean
Energy Hub;
• Rehabilitating a disused mine site to develop the sustainable and productive Kidston Clean
Energy Hub; and
•
Increasing our focus on responsible sourcing of raw materials used in the construction of our
assets.
3.2 Climate change position
The Company supports the Paris Agreement’s central aim to keep a global temperature rise this
century well below 2 degrees celsius above pre-industrial levels and to pursue efforts to limit the
temperature increase even further to 1.5 degrees celsius.
The Company is supportive of the Paris Agreement’s objectives and overall global efforts to achieve
the aims set out thereunder. Genex is in the early stages of developing a Sustainability Management
Plan (SMP) which will be used to guide the company in achieving its sustainability goals which will align
with those in the Paris Agreement. In Genex’s 2023 Annual Report, the Company expects to be in a
position to provide a detailed summary of the SMP, the objectives set out therein and the Company’s
performance against those objectives and how its performance measures up against the Paris
Agreement objectives.
3.3 Social
We understand the fundamental importance of our social license to operate as an essential service
provider in the transition to a carbon free energy future. Providing a safe working environment for our
employees and contractors to work in, respecting the traditional owners of the land on which we
operate, and helping to develop regional Australia, principally far north Queensland, are high priorities.
Job creation in our local communities
We are an equal opportunity employer in accordance with our Diversity Policy and as such, the
Company does not discriminate based on racial origin, gender, age, ethnicity, marital status, disability,
religious or philosophical beliefs, sexual preference or political affiliation.
We have a strong focus on job creation in the local communities in which we operate, by way of:
• Our Indigenous Engagement Strategy at the Kidston Clean Energy Hub, which is promoting
Indigenous employment and procurement at the 250MW Kidston Pumped Storage Hydro
Project (K2H);
• 900 jobs which have been created around the Kidston Clean Energy Hub and along the
transmission route to Guybal Munjan (Mt Fox);
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• The estimated 42 jobs which will be created at the 50MW Bouldercombe Battery Project;
•
•
151 jobs which were created at the 50MW Jemalong Solar Project, comprising 68% local, 22%
female and 11% Indigenous personnel; and
170 jobs which were created during construction at the 50MW Kidston Stage 1 Solar Project,
comprising 35% female and 15% Indigenous personnel.
The Indigenous population in the Kidston region is defined as the Ewamian People #3 and is
represented by the Ewamian Aboriginal Corporation (EAC). Genex has maintained strong engagement
with EAC through the development of its projects at Kidston to date. As part of the development of the
K2H project, Genex and EAC developed an Indigenous Engagement Strategy to drive Indigenous
employment and general engagement in the project. In accordance with this strategy a Sponsorship
Agreement was developed between EAC and Genex which provided for a contribution of $536,500 by
the Company towards funding the Talaroo Hot Springs Tourism Development. Genex continues its
close relationship with EAC through its development of the 200MW Kidston Stage 3 Wind Project.
3.4 Governance
Genex is committed to high standards of corporate governance. The Genex Board is responsible for
Genex corporate governance and compliance. The Board's guiding principle in meeting this
responsibility is to act honestly, conscientiously and fairly, in accordance with the law, in the interests
of shareholders, employees and other stakeholders.
Genex has adopted a Board Charter to give formal recognition of the Board's role and responsibilities
and to specify how the Company is governed to promote Genex and protect the interests of
shareholders, employees and the broader community. Genex has developed and implemented a suite
of policies and codes of conduct to support our drive towards a culture of ethical business behaviour
and responsible corporate activity. A select number of these policies provides as follows:
• An Audit and Risk Management Committee Charter to assist the Board of Directors of the
Company in fulfilling its financial, risk and general oversight responsibilities;
• A Code of Conduct relating to the Company’s obligations to stakeholders where we endeavour
to be recognised as an organisation committed to the highest ethical standards in business.
This
incorporates our responsibilities to shareholders and the financial community,
employment practices, fair trading and dealing, responsibilities to the individual, the
community and compliance with all provisions of its Constitution, the Corporations Act 2001,
the ASX Listing Rules and all other applicable rules and legislation;
• A Securities Trading Policy which imposes constraints on key management personnel, as that
term is defined in the Remuneration Report, in relation to dealing in the Company’s shares or
options, warrants, futures or other derivative financial products issued over or in respect of the
Company’s shares or options;
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• A Continuous Disclosure Policy placing obligations and procedures on all Directors, employees
and consultants of the Company to ensure the timely and balanced disclosure of all material
matters concerning the Company in accordance with the ASX Listing Rules; and
• A Sustainability and Climate Change Policy which ensures the actions of the Company supports
its ability to demonstrate sustainability leadership and create long-term value for its
shareholders and other stakeholders and is committed to taking actions to assess and reduce
its climate change impact.
GENEX FY2022 - ANNUAL REPORT
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4. DIRECTORS’ REPORT
The Directors present their report, together with the consolidated financial statements, of Genex
Power Limited consisting of Genex Power Limited (referred to hereafter as ‘Genex’, the ‘Company’ or
‘Parent Entity’) and the entities it controlled at the end of, or during, the twelve-month period ended
30 June 2022 (the ‘Period’) (referred to hereafter as the ‘Consolidated Entity’).
Directors
The following persons were Directors of Genex during the whole Period and up to the date of this report,
unless otherwise stated:
Dr. Ralph Craven
Mr. Michael Addison (retired 18 October 2021)
Ms. Teresa Dyson
Mr. Simon Kidston
Mr. Ben Guo
Mr. Kenichi Seshimo
Mr. Yongqing Yu
Biographies of each of the Directors are detailed below.
Name: Dr. Ralph Craven
Title: Independent Non-executive Chairman
Qualifications: BE PhD, FIEAust, FIPENZ, FAICD
Special Responsibilities: Member of the Audit and Risk Management Committee and Chair of the
People and Remuneration Committee
Other Current Directorships:
None
Former Directorships (last 3 years):
AusNet Services Limited (from 2014 to February 2022)
Senex Energy Limited (from 2011 to April 2022)
Experience and expertise:
Dr. Craven has been a full time non-executive director for over 15 years. He has broad experience in energy, resources,
infrastructure and agribusiness. He has served on the boards of many companies, both listed and unlisted. His professional
background encompasses electricity and gas businesses, mining, commodities trading, the management of large-scale
system operations at the national level and the delivery of major infrastructure projects.
Dr. Craven is currently a Non-executive Director and Chairman of Genex Power Limited (ASX: GNX). He was a Non-executive
Director of Senex Energy Limited (ASX: SXY) for over 10 years and AusNet Services Limited (ASX: AST) for over 8 years.
Both these companies were taken over via Schemes of Arrangement in early 2022. Some of his previous roles include being
a Non-executive Director and Chairman of Ergon Energy Corporation Limited and Stanwell Corporation Limited, Non-
executive Director and Deputy Chairman of Arrow Energy Limited, Non-executive Director of Windlab Limited, Mitchell
Services Limited and for six years a Non-executive Director on the Council Board of the International Electrotechnical
Commission.
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Dr. Craven has international experience from roles in Switzerland, Canada and as Chief Executive Officer of Transpower
New Zealand Limited. Other senior executive roles include being General Manager of Shell Coal Pty Ltd and Executive
Director of NRG Asia Pacific Limited.
Name: Teresa Dyson
Title: Non-executive Director
Qualifications: (LLB (Hons), BA, MTax, MAppFin, GAICD)
Special Responsibilities: Chair of the Audit and Risk Management Committee and Member of the
People and Remuneration Committee
Other Current Directorships:
Seven West Media Limited (from 2017)
Shine Justice Limited (from 2020)
Former Directorships (last 3 years):
Consolidated Tin Mines Limited (2019-2020)
Experience and expertise:
Teresa is a Director and Audit and Risk Committee Chair of ASX-listed Seven West Media Ltd (2017 – present) and a Non-
executive Director of Shine Justice Ltd (ASX: SJL) from February 2020 to present. Teresa is also a Director of Energy Qld
Ltd, Brighter Super, National Housing Finance and Investment Corporation and the Gold Coast Hospital and Health Board.
She is a member of the Foreign Investment Review Board and the Takeovers Panel. Teresa has broad legal experience
across infrastructure, financial structuring, social infrastructure and taxation law. Teresa has previously been Chair of the
Board of Taxation and a Partner of Ashurst and Deloitte and was named Woman Lawyer of the Year in 2011 by the Women
Lawyers Association of Queensland.
Name: Simon Kidston
Title: Non-executive Director
Qualifications: BCom, GradDipAppFin, MAICD
Special Responsibilities: Member of the People and Remuneration Committee
Other Current Directorships:
Lithium Plus Minerals Limited (from November 2021)
QC Copper and Gold Inc. (from February 2022)
Former Directorships (last 3 years):
None
Experience and expertise:
Simon is a founding Director and shareholder of Genex. Prior to Genex, Simon successfully established three ASX-listed
companies: Endocoal Limited, Carabella Resources Limited and Estrella Resources Limited.
In addition, Simon has almost 30 years’ investment banking experience in Australia and overseas with groups such as
Macquarie Bank Limited, HSBC and Helmsec Global Capital Limited. During this period, he assisted companies to grow by
accessing capital, negotiating strategic relationships and undertaking acquisitions. He has a Bachelor of Commerce
degree and is a Member of the Australian Institute of Company Directors.
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Name: Ben Guo
Title: Non-executive Director
Qualifications: BCom, Finance (Hons 1st) and Accounting
Special Responsibilities: None
Other Current Directorships:
None
Former Directorships (last 3 years):
None
Experience and expertise:
Ben has over 10 years’ management experience in Australia including over 7 years as Finance Director of Genex. Prior to
joining Genex, he held senior financial roles at Helmsec Global Capital Limited and Estrella Resources Limited. Ben has also
worked at PwC Corporate Finance and Ernst & Young.
Name: Kenichi Seshimo
Title: Non-executive Director
Qualifications: BSc, Electrical Engineering (KEIO University)
Special Responsibilities: Member of the Audit and Risk Management Committee
Other Current Directorships:
None
Former Directorships (last 3 years):
None
Experience and expertise:
Kenichi has worked in the electric power development and energy industry, in different countries, for more than 30 years.
He commenced his career with a leading Japanese trading company where he was involved in various international electric
power projects. This included a period in which he was based in Ho Chi Minh City, Vietnam where he was project manager
for a gas combined cycle development.
Kenichi has been working at Electric Power Development Co., Ltd (J-POWER) since 2004. During his time at J-POWER,
Kenichi has been involved in a number of project development and management roles including as a Non-executive Director
with CBK (750MW), a pumped storage hydro power project company based in the Philippines, a Non-executive Director of
the Chia Hui gas fired power project company (450MW) in Taiwan, Chief Executive Officer of PT Bhimansena Power
Indonesia for 2 x 1,000MW ultra super critical coal thermal power projects (project cost US$4 billion) in Indonesia and more
recently as Chief Operating Officer of J-POWER Australia Pty Limited.
GENEX FY2022 - ANNUAL REPORT
18
Name: Yongqing Yu
Title: Non-executive Director
Special Responsibilities: None
Other Current Directorships:
Zhefu Holding Group (from 2013)
Former Directorships (last 3 years):
None
Experience and expertise:
Yongqing is the Vice Chairman of Shenzhen-listed Zhefu Holding Group (Zhefu). Zhefu is the largest private hydroelectric
electrical and mechanical equipment manufacturer in China and it is the holding company of Asia Ecoernergy Development
Limited. Yongqing has been a key member of Zhefu since the company’s inception. He is a senior engineer and has
extensive experience in hydro projects. Yongqing has been involved in many significant projects including the Shuangling
Hydropower Project in Liaoning Province, the Wanmipo Hydropower Project in Hunan Province and the Changzhou
Hydropower Project in the Guangxi Zhuang Autonomous Region of China.
Name: Justin Clyne
Title: Company secretary
Qualifications: LLM (UNSW) ACIS, AGIA, MAICD
Experience and expertise:
Justin was admitted as a Solicitor of the Supreme Court of New South Wales and High Court of Australia in 1996 before
gaining admission as a Barrister in 1998. He has 15 years of experience in the legal profession, acting for a number of the
country's largest corporations, initially in the areas of corporate and commercial law before dedicating himself full-time to
the provision of corporate advisory and company secretarial services.
Justin is a Director and/or Secretary of a number of public listed and unlisted companies. He has significant experience
and knowledge in international law, the Corporations Act, the ASX Listing Rules and corporate regulatory requirements
generally. Justin holds a Master of Laws in International Law from the University of New South Wales and is a qualified
Chartered Company Secretary and a Member of the Australian Institute of Company Directors.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Principal activities
The Consolidated Entity’s principal activities during the Period comprised the operation of the 50MW
Kidston Stage 1 Solar Farm (KS1) in Queensland and the 50MW Jemalong Solar Project (JSP) in NSW,
the construction of the 250MW/2,000MWh Kidston Pumped Storage Hydro Project (K2H) and the
50MW/100MWh Bouldercombe Battery Project (BBP), with both projects located in Queensland, and
the development of the 200MW Kidston Stage 3 Wind Project (K3W).
GENEX FY2022 - ANNUAL REPORT
19
Operating and financial review
Financial review
The Consolidated Entity’s net loss after taxation attributable to the members of Genex was $4,063,429
and the total comprehensive gain attributable to the members of Genex was $19,734,428 for the period
ended 30 June 2022. The Directors of Genex have resolved not to recommend a dividend for the period
ended 30 June 2022.
The loss per share for the Consolidated Entity for the Period was 0.35 cents per share (for the period
ended 30 June 2021: loss of 3.08 cents).
A summary of the financial performance and position of the Consolidated Entity during the Period is
as follows:
• Revenue and other income of $27.19m, an increase of 26% versus the prior corresponding
period, was driven by the JSP completing construction and operating at full capacity for the
entire Period and elevated pricing in wholesale electricity markets particularly during 2H
FY2022 (and absence of one-off grant funding items as received in the prior corresponding
period);
• Net loss before tax of $4.06m, driven by the depreciation of the enlarged portfolio of completed
construction assets (FY2021: net loss of $18.73m); and
• Cash and cash equivalents as at 30 June 2022 of $62.85m, excluding term deposits or bank
guarantees, leaves the Consolidated Entity well positioned to continue to progress the
construction of K2H and BBP, and the advancement of the K3W project at the Kidston Clean
Energy Hub.
Solar portfolio review (KS1 and JSP)
The Period saw continued operation of KS1 and the first full year contribution from JSP, with both
projects operating well despite persisting La Nina weather patterns. Generation performance for the
Period is summarised as follows:
• KS1 generated 115,957MWh, a 4% decrease on the prior corresponding period (FY2021:
120,955MWh); and
• JSP commenced full operations from 1 July 2022 generating 107,561MWh (FY2021: 11,898MWh).
K2H review
During the Period, the Company made significant progress on the construction of the flagship K2H
project. Major construction milestones reached during the Period included:
• Completion of site establishment activities:
• Successful completion of hydraulic model tests for the 2 x 125MW turbines to be used for the
project;
GENEX FY2022 - ANNUAL REPORT
20
• Completion of the 22kV distribution line for construction power supply with the line fully
energised;
• Commencement of underground works, with drilling of the Main Access Tunnel significantly
progressed to 45% completion at year-end;
• Commencement of construction of the Wises Dam with approximately 15% of the 6km
embankment placed at year-end;
• Commencement of surface blasting for excavation of Wises Dam Intake Canal;
• Commencement of manufacture of the main inlet valve and draft tube gates for the pump-
turbines by Andritz Hydro GmbH;
• Preparation works for the construction of the 250m deep ventilation and cable shafts for the
pre-sink works on upper sections of the shafts;
• Successful completion of the full-scale prototype testing for tower one of the suite of 275kV
transmission towers by Powerlink Queensland; and
• Geotechnical works for the 186km long 275kV transmission line from Kidston to Guybal Munjan
(Mt Fox) under construction by Powerlink Queensland.
As at the date of this report, the K2H project remains within budget and on schedule for energisation
in H2 CY2024.
BBP review
During the Period Genex also significantly advanced the development of the BBP, the first standalone
large-scale battery project in the Company’s portfolio, with the following major milestones achieved:
• Execution of a Supply Agreement with Tesla Motors Australia Pty Ltd (Tesla) for the supply of
its Megapack 2.0 battery modules (Supply Agreement);
• Execution of an Autobidder Offtake Agreement with Tesla, under which Tesla will operate the
BBP with its Autobidder algorithm-based technology and guarantee a minimum level of
revenues, with upside sharing;
• Execution of a Bi-directional Service Provider Connection and Access Agreement for the BBP
with Powerlink Queensland;
• Execution of a Loan Note Subscription Agreement with Infradebt Pty Ltd (Infradebt) for a $35m
senior debt facility for the project; and
• On 28 February 2022, reached financial close for the BBP.
As at the date of this report, the BBP remains on schedule for energisation in mid-CY2023 and within
budget.
GENEX FY2022 - ANNUAL REPORT
21
Other material events during the Period
Other material events which occurred during the Period included:
• On 23 February 2022, Genex announced completion of a capital raising by way of a $40m
placement to institutional and sophisticated investors (Capital Raising);
• Concurrent with the Capital Raising, Genex announced the launch of a $10m share purchase
plan to allow shareholders to participate in the Capital Raising, which closed on 21 March 2022
raising a total of $7m at a price of $0.1441 per share; and
• On 30 June 2022 a new $16m subordinated debt facility was agreed with Infradebt, with the
proceeds to be applied toward a refinancing of the existing subordinated debt facility with the
Clean Energy Finance Corporation.
Significant changes in the state of affairs
In the 12 months to 30 June 2022, Genex made significant progress in the construction of K2H and
BBP, the latter of which reached financial close and commenced construction in February 2022, and
continued to advance the development of the K3W project.
Significant events after the balance date
The following material events have occurred since Period end:
• Completion of the acquisition of the up to 2GW Bulli Creek Battery and Solar Project in south-
east Queensland (BCP) (refer ASX Announcement dated 10 and 11 August 2022);
• Completion of the drawdown of the new subordinated loan facility with Infradebt and the
refinancing of the existing subordinated loan facility with Clean Energy Finance Corporation
(refer ASX Announcement dated 16 August 2022); and
• On 25 July 2022, the Company received a non-binding indicative proposal from a consortium of
Skip Essential Infrastructure Fund and Stonepeak Partners LLC (the Consortium) for the
acquisition of 100% of Genex shares at a price of $0.23 per share. Since the proposal was
received:
o On 1 August 2022, the Company announced that its Board had rejected the proposal on
the basis that it undervalued Genex and therefore was not in the best interest of
shareholders, but that it was willing to engage constructively with the Consortium to
explore whether the Consortium can submit a revised proposal that is capable of being
recommended to Genex shareholders by the Board; and
GENEX FY2022 - ANNUAL REPORT
22
o On 17 August 2022, the Company announced that it had received a revised non-binding
indicative proposal from the Consortium for the acquisition of 100% of Genex shares at
a price of $0.25 per share and otherwise on similar terms to the initial proposal. The
announcement noted that after careful consideration of the revised proposal (including
consultation with Genex’s advisers), the Board considered that it is in the interests of
Genex shareholders as a whole to engage further with the Consortium. Accordingly, the
Board decided to provide the Consortium with the opportunity to conduct confirmatory
due diligence in order to assist the Consortium to provide a binding proposal to the
Board. The provision of due diligence was to be on a non-exclusive basis and subject to
the terms of a confidentiality agreement between the Consortium and Genex.
Other than as disclosed above, there have been no other material events or circumstances which have
arisen since 30 June 2022 that have significantly affected, or may significantly affect the Consolidated
Entity’s operations, the results of those operations, or the Consolidated Entity’s state of affairs in
future financial years.
Likely developments and expected results
Genex is currently focussed on the continued delivery of the construction of the K2H and BBP projects,
while rapidly progressing the development of the K3W project and the first stage of the BCP, being a
large-scale battery energy storage system.
Environmental regulation
Australia is experiencing the impacts of climate change, which vary across the country. Australia’s
climate is projected to continue to change into the future as outlined in the State of the Climate report
produced by the Bureau of Meteorology and CSIRO. Some of the impacts sighted in the report include:
• Australia’s climate has warmed by about 1.4 degrees celsius since 1910, leading to an increase
in the frequency of extreme heat events;
• Warming has occurred across Australia in all months, with both day and night-time
temperatures increasing;
• This long-term warming trend means that most years are now warmer than almost any observed
during the 20th century; and
• Australia’s warmest year on record was 2019, and the seven years from 2013 to 2019 all rank
among the nine warmest years.
GENEX FY2022 - ANNUAL REPORT
23
Genex supports Australia’s updated Nationally Determined Contribution (NDC) commitment made
under the Paris Agreement to the Executive Secretary of the United Nations Framework Convention
on Climate Change (UNFCCC) to reduce greenhouse gas emissions by 43 percent below 2005 levels by
2030 which will put Australia on track to achieve net zero emissions by 2050. Genex will contribute by
aiming to achieve 2 million tonnes of CO2 abatement by 2025 through the development of its
committed project portfolio.
Genex supports the Paris Agreement’s central aim to keep a global temperature rise this century well
below 2 degrees celsius above pre-industrial levels and to pursue efforts to limit the temperature
increase even further to 1.5 degrees celsius. Genex is supportive of the Paris Agreement’s objectives
and overall global efforts to achieve the aims set out thereunder. Genex is in the early stages of
developing a Sustainability Management Plan (SMP) which will be used to guide the company in
achieving its sustainability goals which will align with those in the Paris Agreement. In Genex’s 2023
Annual Report, the Company expects to be in a position to provide a detailed summary of the SMP, the
objectives set out therein and the Company’s performance against those objectives and how its
performance measures up against the Paris Agreement objectives.
The Kidston Clean Energy Hub site is covered by Mining Lease No. 3347 and Environmental Authority
(EA) No. EPML000817013 which were originally granted to Kidston Gold Mines Limited (KGML) under the
Environmental Protection Act (1994) (QLD) (EP Act) at a time when KGML was a subsidiary of Barrick
Gold Corporation and the site was operated as a gold mine. The EA has operative provisions relating
to:
• General;
• Air;
• Water;
• Noise and vibration;
• Regulated dams; and
• Land and rehabilitation.
The K2H project also operates within Appendix 1 Imposed Conditions stipulated in the Coordinator-
General’s Office (CGO) evaluation report on the impact assessment. The report was prepared pursuant
to section 34L of the State Development and Public Works Organisation Act 1971 (Qld) (SDPWO Act).
Appendix 1 outlines the conditions imposed by the Coordinator-General under section 54B of the
SDPWO Act and includes:
• Schedule 1 – Water Releases;
• Schedule 2 – Community and stakeholder engagement; and
• Schedule 3 – Third Party Audit.
GENEX FY2022 - ANNUAL REPORT
24
In accordance with section 54B(3) of the SDPWO Act, the CGO has nominated the Department of
Environment and Science (DES) (the administering authority for the EP Act) as the entity with
jurisdiction for the conditions listed in Appendix 1, Schedule 1 – Water Releases of the evaluation
report.
Some of the provisions of the EA are inconsistent with Genex’s current use of the site as an operator
and developer of diverse renewable energy and storage projects. Genex, in agreement with DES, has
entered into an Environmental Evaluation process with a view to amending certain provisions of the
EA to be consistent with Genex’s current site use.
Genex has also agreed to, as the holder of environmental authority EPML00817013, submit a proposed
Progressive Rehabilitation and Closure Plan (PRCP) that meets the requirements in sections 126C and
126D of the EP Act pursuant to section 754 of the EP Act. Genex is required to submit the proposed
PRCP and associate PRCP schedule to the administering authority, by 16 September 2024. The process
will commence in August of 2022.
Share options
Unissued shares
As at the date of this report, there were 19,350,000 unissued ordinary shares under option. Refer to
the Remuneration Report for further details of the options outstanding for Key Management Personnel
(KMP).
Option holders do not have any right, by virtue of the option, to participate in any share issuance of the
Company or any related body corporate.
Shares issued as a result of the exercise of options
During the financial year, no Directors, employees or executives have exercised any options to acquire
fully paid ordinary shares in Genex.
Indemnification and insurance of directors and officers
The Company has agreed to indemnify all the Directors and executive officers of the Company for costs
incurred, in their capacity as a Director or an executive, for which they may be held personally liable,
except where there is a lack of good faith.
During or since the financial year, the Company has paid premiums in respect of a contract insuring all
the Directors and executives of Genex against a liability to the extent permitted by the Corporations
Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the
premium.
GENEX FY2022 - ANNUAL REPORT
25
Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young
Australia, as part of the terms of its audit engagement agreement (for an unspecified amount) against
claims by third parties arising from the audit, to the extent that the relevant claim has not been finally
determined to have resulted from the auditors' negligent, wrongful or wilful acts or omissions. No
payment has been made to indemnify Ernst & Young Australia during or since the financial year.
Non-audit services
Certain non-audit services were provided by the Company’s auditor, Ernst & Young Australia during the
Period, for which Ernst & Young Australia received or are due to receive the amounts detailed in the
table below:
SERVICES
Advisory
Tax services
Assurance related
Total
$
150,008
98,400
17,160
265,568
The Directors are satisfied that the provision of non-audit services is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope
of each type of non-audit service provided means that auditor independence was not compromised.
Directors’ meetings
The number of meetings of Directors (including meetings of committees of Directors) held during the
year and the number of meetings attended by each Director were as follows:
BOARD
Held1
19
4
19
19
19
19
19
Attended
19
4
18
19
19
19
-
AUDIT AND RISK
MANAGEMENT COMMITTEE
Attended
7
2
7
N/A
N/A
5
N/A
Held1
7
2
7
N/A
N/A
5
N/A
PEOPLE AND
REMUNERATION COMMITTEE
Held1
3
2
3
3
N/A
N/A
N/A
Attended
3
2
3
3
N/A
N/A
N/A
Dr. Ralph Craven
Mr. Michael Addison
Ms. Teresa Dyson
Mr. Simon Kidston
Mr. Ben Guo
Mr. Kenichi Seshimo
Mr. Yongqing Yu
1 ‘Held’ represents the number of meetings held during the time the director was in office or was a member of the relevant committee
GENEX FY2022 - ANNUAL REPORT
26
Committee membership
As at the date of this report, the Company had an Audit and Risk Management Committee and a People
and Remuneration Committee of the Board of Directors.
Members acting on the committees of the Board during the year were:
AUDIT AND RISK MANAGEMENT COMMITTEE
Ms. Teresa Dyson (Chair)
Dr. Ralph Craven
Mr. Michael Addison (retired 18 October 2021)
Mr. Kenichi Seshimo
PEOPLE AND REMUNERATION COMMITTEE
Dr. Ralph Craven (Chair)
Ms. Teresa Dyson
Mr. Michael Addison (retired 18 October 2021)
Mr. Simon Kidston
Auditor’s independence declaration
A copy of the auditor’s independence declaration is set out on the following page.
On behalf of the Directors,
Dr Ralph Craven
Independent Non-executive Chairman
29 August 2022
Sydney, Australia
GENEX FY2022 - ANNUAL REPORT
27
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Auditor’s Independence Declaration to the Directors of Genex Power
Limited
As lead auditor for the audit of the financial report of Genex Power Limited for the financial year ended
30 June 2022, I declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit
b) no contraventions of any applicable code of professional conduct in relation to the audit; and
c) No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Genex Power Limited and the entities it controlled during the financial
year.
Ernst & Young
Ryan Fisk
Partner
29 August 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
6. REMUNERATION REPORT
6.1 Remuneration report overview
The Directors of Genex present the Remuneration Report (the Report) for the Company and its
controlled entities for the year ended 30 June 2022. This Report forms part of the Directors’ Report
and has been audited in accordance with section 300A of the Corporations Act 2001. The Report details
the remuneration arrangements for Genex’s KMP comprising:
• Non-executive Directors (NEDs); and
• Executive Directors and senior executives (collectively the executives).
KMP are those persons who, directly or indirectly, have authority and responsibility for planning,
directing and controlling the major activities of the Company and Consolidated Entity.
The table below outlines the KMP of Genex during the Period:
POSITION
TERM AS KMP
NEDs
R Craven
M Addison
T Dyson
S Kidston
B Guo
K Seshimo
Y Yu
Executives
J Harding
A McGhie
C Francis
S Kidston
B Guo
Non-executive Chair
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Executive Director
Finance Director
Full financial year
Ceased 18 October 2021
Full financial year
From 1 January 2022
From 1 October 2021
Full financial year
Full financial year
Full financial year
Full financial year
From 1 October 2021
Ceased 31 December 2021
Ceased 30 September 2021
6.2 Overview of KMP remuneration
The Board is responsible for determining and reviewing remuneration arrangements for the Directors
and executives.
Executives
The following principles guide the Board’s decisions about executive remuneration at Genex:
• Fairness: provide a fair level of reward to all employees;
• Transparency: build a culture of achievement by transparent links between reward and
performance; and
• Alignment: promote mutually beneficial outcomes by aligning employee, customer and
shareholder interests.
GENEX FY2022 - ANNUAL REPORT
29
The People and Remuneration Committee assesses the appropriateness of the nature and amount of
remuneration of KMP on an annual basis with reference to the remuneration guiding principles and
market movements.
In determining the nature and amount of executive remuneration, the People and Remuneration
Committee takes into consideration the Genex’s financial and operational performance along with
industry and market conditions. Genex’s remuneration policy aims to align the corporate goals and
strategic objectives of the Company with the remuneration paid to executives and considers both
short-term and long-term compensation. The Company also recognises that much is required of our
small team of executives to accomplish the goals the Company has set for itself.
Remuneration packages for the executives include a mix of fixed remuneration that is appropriate to
their position and responsibilities; and performance-based remuneration, in a way that aligns with the
business strategy. The fixed component consists of base salary and superannuation. The variable
remuneration consists of short-term and long-term incentive opportunities.
Non-executive Directors
The Company’s director fee policy is designed to attract and retain high calibre directors who can
discharge the roles and responsibilities required in terms of good governance, strong oversight,
independence and objectivity. Director fees reflect the demands and responsibilities of the directors.
Director fees consist of base fees and committee fees. The payment of a fee as the chair of a
committee recognises the additional time commitment required by the Committee Chair who serves
on that committee. Dr Craven does not, nor has at anytime, received a fee in respect of chairing the
People and Remuneration Committee. NEDs receive fees only and do not participate in any
performance-related incentive awards.
Director fees are determined within an aggregate fee pool limit, which is periodically approved by
shareholders at the Company’s Annual General Meeting (AGM). The current maximum aggregate
amount that may be paid to Directors for their services is $600,000 per annum. This approved amount
is to be divided as agreed amongst the Directors and if in default of agreement, then in equal shares.
Directors may be paid additional fees or other amounts as the People and Remuneration Committee
determines where they render or are called upon to perform extra services or to make any special
exertions in connection with the affairs of Genex as occurred in the relevant financial year. Directors
may also be reimbursed for any disbursements or any other out of pocket expenses properly incurred
as a result of their directorship or any special duties.
GENEX FY2022 - ANNUAL REPORT
30
6.3 Executive Services Agreement
Chief Executive Officer
On 23 June 2016, the Company entered into an Executive Services Agreement (ESA) with James
Harding in his capacity as Executive General Manager. On 7 May 2018, that Agreement was varied with
respect to the remuneration and duties to be performed following Mr. Harding’s appointment as Chief
Executive Officer (CEO), which was varied again effective on 1 May 2021 as part of Mr. Harding’s periodic
remuneration review. The key terms and conditions of the agreement and variation are summarised
below.
• Term: The appointment as CEO commenced on 7 May 2018 and is ongoing subject to the
termination provisions;
• Services: Mr. Harding will provide the duties and responsibilities associated with the role of CEO
and report to the Board regarding the overall responsibility for the day-to-day management of
the business of the Company and with responsibility for overall reporting requirements and
regularly reporting to the Board concerning the business and financial position of the Company;
• Remuneration: Mr. Harding receives a gross salary of $420,000 (excluding superannuation) plus
a short-term incentive (STI) payment of up to 40% of gross salary (inclusive of superannuation)
for FY2022 which is reviewed annually. In addition, Mr. Harding may be granted, subject to any
necessary shareholder approval, longer-term incentives to provide ongoing service and
commitment to the Company;
• Entitlements: Mr. Harding is entitled to 5 weeks of annual leave per annum in addition to other
employee entitlements that are customary to an agreement of this nature; and
• Termination: Both Mr. Harding and the Company may terminate the agreement at any time and
for any reason by giving 3 months’ written notice to the other party. Mr. Harding’s employment
may otherwise be terminated at any time for cause by notice to J Harding from the Company.
Chief Operating Officer
On 16 July 2015, the Company entered into an ESA with Arran McGhie in his capacity as Chief Operating
Officer (COO) which was varied effective 1 May 2021 as part of Mr. McGhie’s periodic remuneration
review. The ESA is substantially on the same terms and conditions as the ESA with the CEO, the
material provisions of which are summarised above. Pursuant to his agreement, Mr. McGhie receives
a gross salary of $400,000 (excluding superannuation) plus an STI payment of up to 40% of gross salary
(inclusive of superannuation) for FY2022 which is reviewed annually.
GENEX FY2022 - ANNUAL REPORT
31
Chief Financial Officer
On 4 July 2017, the Company entered into an ESA with Craig Francis in his capacity as Commercial
Finance Manager. On 1 June 2018, that Agreement was varied with respect to the remuneration and
duties to be performed following Mr. Francis’ appointment as General Manager - Commercial Finance
and was varied again effective on 1 October 2021 upon his appointment as Chief Financial Officer (CFO).
The ESA is substantially on the same terms and conditions as the ESA with the CEO, the material
provisions of which are summarised above. Pursuant to his agreement, Mr. Francis receives a gross
salary of $360,000 (excluding superannuation) plus an STI payment of up to 40% of gross salary
(inclusive of superannuation) for FY2022 which is reviewed annually.
Executive Directors (Ben Guo and Simon Kidston)
Aside from the differences in remuneration, the former ESAs with Ben Guo and Simon Kidston were
substantially on the same terms and conditions as the ESA with the CEO, the material provisions of
which are summarised above. During their previous tenure as executives, both Mr. Kidston and Mr. Guo
received a gross salary of $360,000 (excluding superannuation) plus an STI payment of up to 40% of
gross salary (inclusive of superannuation) for FY2022, on a pro-rata basis for the period upon which
they remained as executives.
Consultancy Agreement (Simon Kidston)
In December 2021, the Company entered into a Consultancy Services Contract with Simon Kidston on
an arm's length basis to provide consulting services in the fields of investor relations, equity capital
markets, media, stakeholder liaison and strategy, in addition to his role as a NED, for a term of six
months commencing 1 January 2022 and expiring on 30 June 2022. The contract provides for an hourly
rate of $250 plus GST and an overall cap of $48,000 plus GST, unless varied by mutual agreement.
6.4 Statutory and share-based reporting
KMP remuneration for the years ended 30 June 2022 and 30 June 2021
KMP remuneration is summarised in the tables below for FY2022 and FY2021. The additional payments
relate to exertion fees to Directors and STI payments to executives. The share-based payments relate
to the valuation of options issued to Directors and executives. The employee entitlements relate to
annual leave and long service leave entitlements.
GENEX FY2022 - ANNUAL REPORT
32
FY2022
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
LONG-TERM
BENEFITS
SHARE-BASED
PAYMENTS
$
SALARY &
FEES
ADDITIONAL
PAYMENTS
EMPLOYEE
ENTITLEMENTS
SUPER-
ANNUATION
EMPLOYEE
ENTITLEMENTS
SHARE
OPTIONS
TOTAL
REMUNERATION
NEDs
R Craven
M Addison
T Dyson
S Kidston
B Guo
K Seshimo
Y Yu
Executive Directors
S Kidston
B Guo
Subtotal
Executives
J Harding
A McGhie
C Francis
Subtotal
Total
160,000
26,667
95,000
40,000
60,000
-
-
547,5052
454,5663
1,383,738
438,667
416,667
372,001
1,227,335
2,611,073
-
-
-
-
-
-
-
67,320
191,6804
259,000
147,520
158,400
150,480
456,400
715,400
-
-
-
-
-
-
-
-
-
-
16,448
21,342
14,668
52,458
52,457
16,000
2,667
9,500
4,000
6,000
-
-
27,499
40,875
106,541
23,333
23,333
23,999
70,665
177,206
-
-
-
-
-
-
-
-
-
-
22,829
17,577
8,698
49,104
49,104
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
176,000
29,334
104,500
44,000
66,000
-
-
642,324
687,121
1,749,279
648,797
637,319
569,846
1,855,962
3,605,241
FY2021
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
LONG-TERM
BENEFITS
SHARE-BASED
PAYMENTS
$
SALARY &
FEES
ADDITIONAL
PAYMENTS5
EMPLOYEE
ENTITLEMENTS
SUPER-
ANNUATION
EMPLOYEE
ENTITLEMENTS
SHARE
OPTIONS
TOTAL
REMUNERATION
143,333
73,333
75,833
-
-
NEDs
R Craven
M Addison
T Dyson
K Seshimo
Y Yu
Executive Directors
S Kidston
B Guo
Subtotal
Executives
J Harding
A McGhie
Subtotal
Total
377,550
362,350
1,032,399
371,912
375,725
747,637
1,780,036
122,500
175,000
52,500
-
-
280,000
120,000
750,000
297,500
280,000
577,500
1,327,500
-
-
-
-
-
18,621
51,852
70,473
59,487
25,095
84,582
155,055
25,254
23,592
12,192
-
-
25,000
25,000
111,038
25,000
25,000
50,000
161,038
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
77,026
-
77,026
77,026
291,087
271,925
140,525
-
-
701,171
559,202
1,963,910
830,925
705,820
1,536,745
3,500,655
2 Includes executive salary, a termination payment when Mr. Kidston retired as an executive and consultancy fees
3 Includes executive salary and a termination payment when Mr. Guo retired as an executive
4 Includes STI payments paid in FY2022 relating to services performed in FY2021
5 The exertion fees paid to NEDs in FY2021, were fees paid in respect of actual services provided by the NEDs and are summarised in the Company’s 2021 Annual Report
GENEX FY2022 - ANNUAL REPORT
33
Shareholdings6 of KMP for the year ended 30 June 2022
BALANCE AS AT
1 JULY 2021
GRANTED AS
REMUNERATION
ON EXERCISE OF
OPTIONS
PURCHASES
SOLD
BALANCE AS AT
30 JUNE 2022
R Craven
T Dyson
K Seshimo
Y Yu
S Kidston
B Guo
J Harding
A McGhie
C Francis
Total
M Addison
600,000
239,737
-
-
18,594,431
2,170,681
-
-
42,553
21,647,402
24,650,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
448,188
346,119
-
-
69,396
-
-
-
-
863,703
-
-
-
-
-
(10,000,000)
-
-
-
-
(10,000,000)
-
1,048,188
585,856
-
-
8,663,827
2,170,681
-
-
42,553
12,511,105
24,650,0007
Option holdings of KMP for the year ended 30 June 2022
BALANCE AS AT
1 JULY 2021
GRANTED AS
REMUNERATION
OPTIONS EXERCISED
EXPIRED
BALANCE AS AT
30 JUNE 2022
R Craven
T Dyson
K Seshimo
Y Yu
S Kidston
B Guo
J Harding
A McGhie
C Francis
Total
M Addison
6,000,000
1,500,000
-
-
7,000,000
7,000,000
5,000,000
-
2,000,000
28,500,000
7,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,000,000)
-
-
-
(4,000,000)
(4,000,000)
(2,400,000)
-
-
(12,400,000)
(4,000,000)
4,000,000
1,500,000
-
-
3,000,000
3,000,000
2,600,000
-
2,000,000
16,100,000
3,000,0008
6 Includes shares held directly, indirectly and beneficially by KMP
7 Includes share movements during the time the director was in office
8 Includes option movements during the time the director was in office
GENEX FY2022 - ANNUAL REPORT
34
7. CONSOLIDATED FINANCIAL STATEMENTS
The financial statements cover Genex Power Limited as a Consolidated Entity consisting of Genex
Power Limited and its subsidiaries. The financial statements are presented in Australian dollars, which
is Genex Power Limited’s functional and presentation currency.
Genex Power Limited is a listed public company limited by shares, incorporated and domiciled in
Australia. Its registered office and principal place of business are:
Registered Office
Suite 12.03, Level 12
35 Clarence St
Sydney NSW 2000
A description of the nature of the Consolidated Entity’s operations and its principal activities is
included in the Directors’ Report, which is not part of the financial statements. Defined terms in the
Directors’ Report have the same meaning as used in the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 29
August 2022. The Directors have the power to amend and reissue the financial statements.
GENEX FY2022 - ANNUAL REPORT
35
7.1 Consolidated Statement of Profit and Loss and Other Comprehensive Income
FOR THE YEAR ENDED 30 JUNE
NOTES
Revenue
Sale of electricity and environmental
products and lease income
Other income
Total revenue
Expenses
Project site costs
Project consulting costs
Employment expenses
Share-based payments
Administrative expenses
Depreciation
Impairment charges
Net loss on financial instruments at fair
value through profit or loss
Total expenses
Operating gain/(loss)
Finance costs
Finance income
Loss before tax
Income tax expense
Loss after income tax expense
attributable to the owners of Genex
Power Limited
Other comprehensive income (OCI) to
be reclassified to profit or loss in
subsequent periods (net of tax)
Net gain on cash flow hedges
Total comprehensive gain/(loss)
attributable to the owners of Genex
Power Limited
Loss per share
Basic loss per share
Diluted loss per share
7
7
8
9
16
16
10
11
21
12
2022
$
24,800,511
2,392,329
27,192,840
4,399,842
385,089
5,570,769
-
3,018,018
10,145,774
-
-
23,519,492
2021
$
10,630,240
11,020,056
21,650,296
1,231,197
350,915
5,138,743
79,605
4,912,392
6,253,296
16,500,000
253,095
34,719,243
3,673,348
(13,068,947)
(7,826,287)
89,510
(4,063,429)
(5,710,628)
53,702
(18,725,873)
-
-
(4,063,429)
(18,725,873)
23,797,857
8,329,393
19,734,428
(10,396,480)
(0.35)
(0.35)
(3.08)
(3.08)
GENEX FY2022 - ANNUAL REPORT
36
7.2 Consolidated Statement of Financial Position
AS AT 30 JUNE
NOTES
2022
$
2021
$
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventory
Prepayments
Total Current Assets
Non-Current Assets
Bond, deposits and bank guarantee
Property, plant and equipment
Other non-current financial assets
Other assets
Total Non-Current Assets
13
14, 21
22
15, 21
16
21, 22
17
62,854,694
3,307,454
172,500
3,209,608
69,544,256
71,942,519
452,015,192
17,310,105
6,376,869
547,644,685
45,447,090
1,199,832
-
2,747,135
49,394,057
5,030,500
296,233,918
-
9,083,535
310,347,953
TOTAL ASSETS
617,188,941
359,742,010
Liabilities
Current Liabilities
Trade and other payables
Interest-bearing loans and borrowings
Short term interest accrued
Government grant
Provisions
Current lease liabilities
Total Current Liabilities
Non-Current Liabilities
Interest-bearing loans and borrowings
Government grant
Non-current lease liabilities
Other non-current financial assets
Rehabilitation and restoration provision
Other non-current liabilities
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Equity
Share capital
Option reserves
Cash flow hedge reserve
Accumulated losses
Total Equity
GENEX FY2022 - ANNUAL REPORT
21
18, 21, 22
21
19
20, 21
18, 21, 22
19
20, 21
21, 22
23
23
21
13,634,135
26,461,544
1,465,889
442,500
2,238,880
483,443
44,726,391
358,752,182
6,416,856
3,034,065
-
3,804,311
140,118
372,147,532
11,919,572
7,735,557
1,159,773
442,500
519,304
504,127
22,280,833
182,014,318
6,859,356
3,614,025
6,487,752
3,804,311
387,711
203,167,473
416,873,923
225,448,306
200,315,018
134,293,704
242,072,998
4,528,147
17,310,105
(63,596,232)
200,315,018
195,786,112
4,528,147
(6,487,752)
(59,532,803)
134,293,704
37
7.3 Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED
30 JUNE 2022
NOTES
ISSUED CAPITAL
Balance at 1 July 2021
Loss after income tax
Cash flow hedge reserve
Total comprehensive loss for the period
Shares issued during the period net issue costs
Share-based payments
Balance at 30 June 2022
21
23
9
$
195,786,112
-
-
195,786,112
46,286,886
-
242,072,998
FOR THE YEAR ENDED
30 JUNE 2021
NOTES
ISSUED CAPITAL
Balance at 1 July 2020
Loss after income tax
Cash flow hedge reserve
Total comprehensive loss for the period
Shares issued during the period net issue costs
Share-based payments
Balance at 30 June 2021
21
23
9
$
62,542,338
-
-
62,542,338
133,243,774
-
195,786,112
OPTIONS
RESERVES
$
4,528,147
-
-
4,528,147
-
-
4,528,147
CASH FLOW
HEDGE RESERVE
$
(6,487,752)
-
23,797,857
17,310,105
-
-
17,310,105
ACCUMULATED
LOSSES
$
(59,532,803)
(4,063,429)
-
(63,596,232)
-
-
(63,596,232)
OPTIONS
RESERVES
$
CASH FLOW
HEDGE RESERVE
$
ACCUMULATED
LOSSES
$
4,448,542
-
-
4,448,542
-
79,605
4,528,147
(14,802,708)
-
8,314,956
(6,487,752)
-
-
(6,487,752)
(40,806,933)
(18,725,873)
-
(59,532,803)
-
-
(59,532,803)
TOTAL EQUITY
$
134,293,704
(4,063,429)
23,797,857
154,028,132
46,286,886
-
200,315,018
TOTAL EQUITY
$
11,381,239
(18,725,873)
8,314,956
970,325
133,243,774
79,605
134,293,704
GENEX FY2022 - ANNUAL REPORT
38
7.4 Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE
NOTES
Cashflow from operating activities
Receipts from customers
Payments to suppliers
Payments to employees
Interest received
Interest and other costs of finance paid
Government grants and tax incentives
Net cash from / (used in) operating activities
Cashflow from investing activities
Purchase of property, plant and equipment
Funds invested into term deposit/bank guarantee
Proceeds from disposal of term deposit/bank guarantee
Net cash used in investing activities
Cashflow from financing activities
Proceeds from issues of shares
Transaction costs related to issues of shares
Proceeds from borrowings
Repayment of borrowings
Transaction costs related to loans and borrowings
Net cash from financing activities
Net increase / (decrease) in cash and cash equivalents
for the period
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
13
23
23
21
21
21
13
2022
$
27,230,274
(12,740,766)
(4,937,349)
89,510
(6,293,488)
626,537
3,974,718
(234,724,212)
(102,608)
4,458,242
(230,368,578)
48,254,800
(2,439,605)
212,779,155
(13,886,486)
(906,400)
243,801,464
2021
$
15,621,185
(9,829,841)
(5,432,990)
53,702
(5,606,000)
-
(5,193,944)
(153,128,545)
(313,112)
-
(153,441,657)
139,407,069
(6,163,295)
9,969,168
(4,539,446)
(78,720)
138,594,776
17,407,604
(20,040,825)
45,447,090
62,854,694
65,487,915
45,447,090
GENEX FY2022 - ANNUAL REPORT
39
7.5 Notes to the Consolidated Financial Statements
Note 1.
Corporate information
The consolidated financial statements of the Consolidated Entity for the year ended 30 June 2022
were authorised for issue in accordance with a resolution of the Directors on 29 August 2022.
Genex is a for profit company limited by shares, incorporated and domiciled in Australia, whose shares
are publicly traded. The registered office is located in Sydney, Australia. The Consolidated Entity’s
principal activities are the development and commercialisation of renewable energy generation and
storage projects.
Information on the Consolidated Entity’s structure is provided in Note 6. Information on other related
party relationships of the Consolidated Entity is provided in Note 27.
Note 2.
Significant accounting policies
2.1 Basis of preparation
This financial report is a general purpose financial report, which has been prepared in accordance with
the requirements of the Corporations Act 2001, Australian Accounting Standards and other
authoritative pronouncements of the Australian Accounting Standards Board (AASB).
The consolidated financial statements have been prepared on a historical cost basis, except for
derivative financial instruments, that have been measured at fair value. The carrying values of
recognised assets and liabilities that are designated as hedged items in fair value hedges that would
otherwise be carried at amortised cost are adjusted to recognise changes in the fair values
attributable to the risks that are being hedged in effective hedge relationships. The consolidated
financial statements are presented in Australian Dollars and all values are rounded to the nearest dollar,
except when otherwise indicated.
The Consolidated Entity has prepared the financial statements on the basis that it will continue to
operate as a going concern.
The consolidated financial statements provide comparative information in respect of the previous
period. In addition, the Consolidated Entity presents an additional statement of financial position at
the beginning of the preceding period when there is a retrospective application of an accounting policy,
a retrospective restatement, or a reclassification of items in financial statements. The consolidated
financial statements present reclassified comparative information where required for consistency
with the current year’s presentation.
Compliance with International Financial Reporting Standards (IFRS)
This financial report also complies with IFRS as issued by the International Accounting Standards
Board (IASB).
GENEX FY2022 - ANNUAL REPORT
40
2.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at 30 June 2022. Control is achieved when the Consolidated Entity is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee. Specifically, the Consolidated Entity controls an investee
if, and only if, the Consolidated Entity has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this
presumption and when the Consolidated Entity has less than a majority of the voting or similar rights
of an investee, the Consolidated Entity considers all relevant facts and circumstances in assessing
whether it has power over an investee, including:
• The contractual arrangement(s) with the other vote holders of the investee;
• Rights arising from other contractual arrangements; and
• The Consolidated Entity’s voting rights and potential voting rights.
The Consolidated Entity re-assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control. Consolidation of a
subsidiary begins when the Consolidated Entity obtains control over the subsidiary and ceases when
the Consolidated Entity loses control of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the financial year are included in the consolidated financial
statements from the date the Consolidated Entity gains control until the date the Consolidated Entity
ceases to control the subsidiary.
Profit or loss and each component of Other Comprehensive Income (OCI) are attributed to the equity
holders of the Company of the Consolidated Entity and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance. When necessary, adjustments are
made to the financial statements of subsidiaries to bring their accounting policies in line with the
Consolidated Entity’s accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Consolidated Entity are
eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction.
If the Consolidated Entity loses control over a subsidiary, it derecognises the related assets (including
goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain
or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
GENEX FY2022 - ANNUAL REPORT
41
2.3 Summary of significant accounting policies
a) Current versus non-current classification
The Consolidated Entity presents assets and liabilities in the statement of financial position based on
current/non-current classification. An asset is current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle;
• Held primarily for the purpose of trading;
• Expected to be realised within twelve months after the reporting period; or
• Classified as cash or cash equivalent unless restricted from being exchanged or used to settle
a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
•
•
•
It is expected to be settled in the normal operating cycle;
It is held primarily for the purpose of trading;
It is due to be settled within twelve months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the
issue of equity instruments do not affect its classification.
The Consolidated Entity classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
b) Fair value measurement
The Consolidated Entity measures financial instruments such as derivatives at fair value at each
reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
•
•
In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Consolidated Entity.
GENEX FY2022 - ANNUAL REPORT
42
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interests.
A fair value measurement of a non-financial asset takes into account a market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Consolidated Entity uses valuation techniques that are appropriate in the circumstances and for
which sufficient data is available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that
is significant to the fair value measurement as a whole:
• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable;
• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring
basis, the Consolidated Entity determines whether transfers have occurred between levels in the
hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each reporting period.
For purposes of fair value disclosures, the Consolidated Entity has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of
the fair value hierarchy, as explained above.
c) Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services are
transferred to the customer at an amount that reflects the consideration to which the Consolidated
Entity expects to be entitled in exchange for those goods or services. The Consolidated Entity has
generally concluded that it is the principal in its revenue arrangements, because it is the primary
obligor in all the revenue arrangements, has pricing latitude, and is also exposed to inventory.
The specific recognition criteria described below must also be met before revenue is recognised.
Sale of electricity and environmental products
Revenue from the sale of electricity and environmental products is recognised at the point in time
when control of the asset is transferred to the buyer and the Consolidated Entity has the right to be
compensated.
GENEX FY2022 - ANNUAL REPORT
43
d) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received
and all attached conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the related costs, for which it is
intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income
in equal amounts over the expected useful life of the related asset.
e) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised
as part of the cost of the asset. All other borrowing costs are expensed in the period in which they
occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds.
f) Share-based payments
Employees and Directors of the Consolidated Entity receive remuneration in the form of share-based
payments, whereby they render services as consideration for equity instruments (equity-settled
transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is
made using an appropriate valuation model, further details of which are given in Note 9.
That cost is recognised as an expense in the statement of profit or loss, together with a corresponding
increase in equity (other capital reserves), over the period in which the service and, where applicable,
the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for
equity-settled transactions at each reporting date until the vesting date reflects the extent to which
the vesting period has expired and the Consolidated Entity’s best estimate of the number of equity
instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a
period represents the movement in cumulative expense recognised as at the beginning and end of that
period.
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the
Consolidated Entity’s best estimate of the number of equity instruments that will ultimately vest.
Market performance conditions are reflected within the grant date fair value. Any other conditions
attached to an award, but without an associated service requirement, are considered to be non-
vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an
immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting condition,
the transactions are treated as vested irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.
GENEX FY2022 - ANNUAL REPORT
44
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant
date fair value of the unmodified award, provided the original vesting terms of the award are met. An
additional expense, measured as at the date of modification, is recognised for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the
employee. Where an award is cancelled by the Consolidated Entity or by the counterparty, any
remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation
of diluted earnings per share (further details are given in Note 12).
g) Taxes
Income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted at the reporting date in Australia where the Consolidated
Entity operates and generates taxable income.
Australian Tax consolidation legislation
Genex and its wholly-owned Australian controlled entities implemented the tax consolidation
legislation as of 1 July 2005.
The head entity and the controlled entities in the tax consolidated group continue to account for their
own current and deferred tax amounts. The head entity has applied the group allocation approach in
determining the appropriate amount of current taxes and deferred taxes to allocate to members of the
tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current
tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax
credits assumed from controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are
recognised as amounts receivable from or payable to other entities.
Any difference between the amounts assumed and amounts receivable or payable under the tax
funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax
consolidated entities.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
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• When the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; or
•
In respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint arrangements, when 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 tax assets are recognised for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised 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 credits and unused tax losses can be utilised, except:
• When the deferred 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; or
•
In respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint arrangements, deferred tax assets are recognised only 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 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 tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.
In assessing the recoverability of deferred tax assets, the Consolidated Entity relies on the same
forecast assumptions used elsewhere in the financial statements and in other management reports,
which, among other things, reflect the potential impact of climate-related development on the
business, such as increased cost of production as a result of measures to reduce carbon emissions.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly
in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate
recognition at that date, are recognised subsequently if facts and circumstances change or new
information arises. The adjustment is either treated as a reduction in goodwill (as long as it does not
exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.
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The Consolidated Entity offsets deferred tax assets and deferred tax liabilities if and only if it has a
legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax
assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either
the same taxable entity or different taxable entities which intend either to settle current tax liabilities
and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future
period in which significant amounts of deferred tax liabilities or assets are expected to be settled or
recovered.
Goods and Services Tax (GST)
Expenses and assets are recognised net of the amount of GST, except:
• When the GST incurred on a purchase of assets or services is not recoverable from the taxation
authority, in which case, the sales tax is recognised as part of the cost of acquisition of the
asset or as part of the expense item, as applicable; or
• When receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position. Commitments and contingencies are
disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of
cash flows arising from investing and financing activities, which is recoverable from, or payable to, the
taxation authority is classified as part of operating cash flows.
h) Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprises cash at bank and on hand
and short-term highly liquid deposits with a maturity of three months or less, that are readily
convertible to a known amount of cash and subject to an insignificant risk of changes in value.
For purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash
and short-term deposits which are freely available for use, as defined above, net of outstanding bank
overdrafts as they are considered an integral part of the Consolidated Entity’s cash management.
i)
Inventories
Inventories reflect Large Scale Generation Certificates (LGCs) which have been generated but not yet
sold. LGCs held for trading purposes are measured at fair value less costs to sell at the end of the
financial year, adjusted for known market forces with changes in fair value recognised in the profit or
loss. LGCs are valued with reference to market spot price data. Upon sale, the difference between the
sale price and the book value of inventory is recorded as a component of revenue.
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j) Property, plant and equipment
Construction in progress is stated at cost, net of accumulated impairment losses, if any. Plant and
equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if
any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for
long-term construction projects if the recognition criteria are met. When significant parts of plant and
equipment are required to be replaced at intervals, the Consolidated Entity depreciates them
separately based on their specific useful lives. Likewise, when a major inspection is performed, its
cost is recognised in the carrying amount of the plant and equipment as a replacement if the
recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or
loss as incurred. The present value of the expected cost for the decommissioning of an asset after its
use is included in the cost of the respective asset if the recognition criteria for a provision are met.
Refer to significant accounting judgements, estimates and assumptions (Note 3) for further
information about the recognised decommissioning provision.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as
follows:
• Renewable energy projects: 20 to 30 years;
• Right-of-use assets: over the lease term;
• Land: indefinite;
• Motor vehicle: less than 5 years; and
• Furniture and fittings: less than 5 years.
The Consolidated Entity reviews the estimated residual values and expected useful lives of assets at
least annually. In particular, the Consolidated Entity considers the impact of health, safety and
environmental legislation in its assessment of expected useful lives and estimated residual values.
An item of property, plant and equipment and any significant part initially recognised, is derecognised
upon disposal (i.e. at the date the recipient obtains control) or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying amount of the asset) is included in
the statement of profit or loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at each financial year-end and adjusted retrospectively, if appropriate.
Work in progress capital assets
in progress capital assets represent project construction costs
incurred prior to
Work
commencement of a project’s operation. Work in progress capital assets are not depreciated until the
assets are held ready for use on a commercial basis.
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k) Research and development costs
Research costs are expensed as incurred. Development expenditures on an individual project are
recognised as an intangible asset when the Consolidated Entity can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for
use or sale;
•
Its intention to complete and its ability and intention to use or sell the asset;
• How the asset will generate future economic benefits;
• The availability of resources to complete the asset; and
• The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost
less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset
begins when development is complete and the asset is available for use. It is amortised over the period
of expected future benefit. During the period of development, the asset is tested for impairment
annually.
l) Leases
The Consolidated Entity assesses at contract inception whether a contract is, or contains, a lease.
That is, if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration.
As a lessee
The Consolidated Entity applies a single recognition and measurement approach for all leases, except
for short-term leases and leases of low-value assets. The Consolidated Entity recognises lease
liabilities to make lease payments and right-of-use assets representing the right to use the underlying
assets.
i) Right-of-use assets
The Consolidated Entity recognises right-of-use assets at the commencement date of the lease (i.e.
the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred and lease payments made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of
the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Consolidated Entity at the end of the lease term or the
cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful
life of the asset.
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The right-of-use assets are also subject to impairment. Refer to the accounting policies in section (p)
Impairment of non-financial assets.
ii) Lease liabilities
At the commencement date of the lease, the Consolidated Entity recognises lease liabilities measured
at the present value of lease payments to be made over the lease term. The lease payments include
fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable
lease payments that depend on an index or a rate and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Consolidated Entity and payments of penalties for terminating the lease,
if the lease term reflects the Consolidated Entity exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless
they are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.
In calculating the present value of lease payments, the Consolidated Entity uses its incremental
borrowing rate at the lease commencement date because the interest rate implicit in the lease is not
readily determinable. After the commencement date, the amount of lease liabilities is increased to
reflect the accrual of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change
in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used
to determine such lease payments) or a change in the assessment of an option to purchase the
underlying asset.
iii) Short-term leases and leases of low-value assets
The Consolidated Entity applies the short-term lease recognition exemption to its short-term leases
(i.e. those leases that have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). It also applies the lease of low-value assets recognition exemption to
leases that are considered to be low value. Lease payments on short-term leases and leases of low-
value assets are recognised as expenses on a straight-line basis over the lease term.
As a lessor
Leases in which the Consolidated Entity does not transfer substantially all the risks and rewards
incidental to ownership of an asset are classified as operating leases. Rental income arising is
accounted for on a straight-line basis over the lease term and is included in revenue in the statement
of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and recognised over the lease
term on the same basis as rental income. Contingent rents are recognised as revenue in the period in
which they are earned.
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m) Provisions
General
Provisions are recognised when the Consolidated Entity has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. When the Consolidated Entity expects some or all of a provision to be reimbursed, for
example, under an insurance contract, the reimbursement is recognised as a separate asset, but only
when the reimbursement is virtually certain. The expense relating to a provision is presented in the
statement of profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
Rehabilitation and restoration provision
The Consolidated Entity records the present value of the estimated cost of legal and constructive
obligations to rehabilitate mining lease areas as a rehabilitation and restoration provision, initially in
the period in which the obligation is incurred. The nature of rehabilitation activities includes
dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of
plant and waste sites and restoration, reclamation and revegetation of affected areas. When the
liability is initially recorded, the present value of the estimated cost is capitalised by increasing the
carrying amount of the related mining assets. Over time, the discounted liability is increased for the
change in the present value based on a discount rate, where appropriate. Additional disturbances or
changes in rehabilitation costs will be recognised as additions or changes to the corresponding asset
and rehabilitation liability when incurred. The unwinding of the effect of discounting the provision is
recorded as a finance charge in the profit or loss. The carrying amount capitalised as part of mining
assets is depreciated or amortised over the life of the related asset.
Annual leave and long service leave provision
A liability is recognised for benefits accruing to employees in respect of annual leave and long service
leave when it is probable that settlement will be required and they are capable of being measured
reliably.
Liabilities recognised for annual leave and any other short term employee benefits that are expected
to be settled wholly within 12 months after the end of the period in which the employees render the
related service are measured at the amounts expected to be paid when the liabilities are settled in
respect of services provided by employees up to the reporting date. Consideration is also given to on-
costs.
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Liabilities recognised in respect of long service leave and any other long term employee benefits that
are not expected to be settled wholly within 12 months after the end of the period in which the
employees render the related service are measured at the present value of the estimated future cash
outflows to be made by the Consolidated Entity in respect of services provided by employees up to the
reporting date. Consideration is given to expected future salary levels, historical employee turnover
rates and periods of service. Expected future payments are discounted using market yields at the
reporting date on government bonds with terms to maturity and currency that match, as closely as
possible, the estimated future cash outflows.
n) Financial instruments – initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial assets
i) Initial recognition and measurement
At initial recognition, financial assets are classified as subsequently measured at amortised cost, fair
value through OCI, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Consolidated Entity’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component or for which the
Consolidated Entity has applied the practical expedient, the Consolidated Entity initially measures a
financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss, transaction costs. Trade receivables that do not contain a significant financing component or for
which the Consolidated Entity has applied the practical expedient are measured at the transaction
price.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI,
it needs to give rise to cash flows that are ’solely payments of principal and interest (SPPI)’ on the
principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair
value through profit or loss, irrespective of the business model.
The Consolidated Entity’s business model for managing financial assets refers to how it manages its
financial assets in order to generate cash flows. The business model determines whether cash flows
will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets
classified and measured at amortised cost are held within a business model with the objective to hold
financial assets in order to collect contractual cash flows while financial assets classified and
measured at fair value through OCI are held within a business model with the objective of both holding
to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established
by regulation or convention in the market place (regular way trades) are recognised on the trade date,
i.e. the date that the Consolidated Entity commits to purchase or sell the asset.
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ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial assets at amortised cost (debt instruments);
• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt
instruments);
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments); or
• Financial assets at fair value through profit or loss.
Financial assets at amortised cost (debt instruments)
This is the category most relevant to the Consolidated Entity. Financial assets at amortised cost are
subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains
and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
The Consolidated Entity’s financial assets at amortised cost includes trade and other receivables, and
bonds, deposits and bank guarantees.
The Consolidated Entity does not presently hold the other three categories of measurement of
financial assets.
iii) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e. removed from the Consolidated Entity’s consolidated statement
of financial position) when:
• The rights to receive cash flows from the asset have expired; or
• The Consolidated Entity has transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full without material delay to a third
party under a ’pass-through‘ arrangement; and either (a) the Consolidated Entity has transferred
substantially all the risks and rewards of the asset, or (b) the Consolidated Entity has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
When the Consolidated Entity has transferred its rights to receive cash flows from an asset or has
entered into a pass-through arrangement, it evaluates if and to what extent, it has retained the risks
and rewards of ownership. When it has neither transferred nor retained substantially all of the risks
and rewards of the asset, nor transferred control of the asset, the Consolidated Entity continues to
recognise the transferred asset to the extent of its continuing involvement. In that case, the
Consolidated Entity also recognises an associated liability. The transferred asset and the associated
liability are measured on a basis that reflects the rights and obligations that the Consolidated Entity
has retained.
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Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Consolidated Entity could be required to repay.
iv) Impairment
Further disclosures relating to impairment of financial assets are also provided in the following notes:
• Disclosures for significant assumptions: Note 3
• Trade receivables: Note 14
The Consolidated Entity recognises an allowance for expected credit losses (ECLs) for all debt
instruments not held at fair value through profit or loss. ECLs are calculated based on the difference
between the contractual cash flows due in accordance with the contract and all the cash flows that the
Consolidated Entity expects to receive, discounted at an approximation of the original EIR. The
expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12 months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).
For trade and other receivables, the Consolidated Entity applies a simplified approach in calculating
ECLs. Therefore, the Consolidated Entity does not track changes in credit risk, but instead recognises
a loss allowance based on lifetime ECLs at each reporting date. The Consolidated Entity has
established a provision matrix that is based on its historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic environment.
The Consolidated Entity considers a financial asset in default when contractual payments are 90 days
past due. However, in certain cases, the Consolidated Entity may also consider a financial asset to be
in default when internal or external information indicates that the Consolidated Entity is unlikely to
receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Consolidated Entity. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.
Financial liabilities
i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an
effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
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The Consolidated Entity’s financial liabilities include trade and other payables, loans and borrowings
and derivative financial instruments.
ii) Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss; and
• Financial liabilities at amortised cost (loans and borrowings).
Financial liabilities at amortised cost (loans and borrowings)
This is the category most relevant to the Consolidated Entity. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and
losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR
amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit or loss.
This category generally applies to interest-bearing loans and borrowings. For more information, refer
to Note 18 and Note 21.
The Consolidated Entity does not presently hold the measurement of financial liabilities at fair value
through profit or loss.
iii) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified; such an
exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognised in the statement of
profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated
statement of financial position if there is a currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.
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o) Derivative financial instruments and hedge accounting
Initial recognition and subsequent measurement
The Consolidated Entity uses derivative financial instruments, principally interest rate swaps, to
hedge its interest rate exposures. Such derivative financial instruments are initially recognised at fair
value on the date on which a derivative contract is entered into and are subsequently remeasured at
fair value. Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
For purposes of hedge accounting, hedges are classified as:
• Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset
or liability or an unrecognised firm commitment;
• Cash flow hedges when hedging the exposure to variability in cash flows that is either
attributable to a particular risk associated with a recognised asset or liability or a highly
probable forecast transaction or the foreign currency risk in an unrecognised firm commitment;
or
• Hedges of a net investment in a foreign operation.
At the inception of a hedge relationship, the Consolidated Entity formally designates and documents
the hedge relationship to which it wishes to apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of
the risk being hedged and how the Consolidated Entity will assess whether the hedging relationship
meets the hedge effectiveness requirements (including the analysis of sources of hedge
ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge
accounting if it meets all of the following effectiveness requirements:
• There is ’an economic relationship‘ between the hedged item and the hedging instrument;
• The effect of credit risk does not ’dominate the value changes‘ that result from that economic
relationship; and
• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of
the hedged item that the Consolidated Entity actually hedges and the quantity of the hedging
instrument that the Consolidated Entity actually uses to hedge that quantity of hedged item.
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow
hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or
loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging
instrument and the cumulative change in fair value of the hedged item.
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The Consolidated Entity designates only the spot element of forward contracts as a hedging
instrument. The forward element is recognised in OCI and accumulated in a separate component of
equity under cost of hedging reserve.
The Consolidated Entity uses interest rate swaps as hedges of its exposure to interest rate risk in
forecast transactions and firm commitments. The ineffective portion relating to interest rate swaps
is recognised as other expense. Refer to Note 21 for more details.
The amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the
same period or periods during which the hedged cash flows affect profit or loss.
If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must
remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the
amount will be immediately reclassified to profit or loss as a reclassification adjustment. After
discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must
be accounted for depending on the nature of the underlying transaction.
p) Impairment of non-financial assets
Further disclosures relating to impairment of non-financial assets are also provided in the following
notes:
• Disclosures for significant assumptions Note 3
• Property, plant and equipment Note 16
The Consolidated Entity assesses, at each reporting date, whether there is an indication that an asset
may be impaired. If any indication exists, or when annual impairment testing for an asset is required,
the Consolidated Entity estimates the asset’s recoverable amount. An asset’s recoverable amount is
the higher of an asset’s or a cash-generating unit’s (CGU) fair value less costs of disposal and its value
in use. The recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets.
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. In determining fair value less costs of disposal, recent market transactions
are taken into account. If no such transactions can be identified, an appropriate valuation model is
used. These calculations are corroborated by valuation multiples, quoted share prices for publicly
traded companies or other available fair value indicators.
The Consolidated Entity bases its impairment calculation on most recent budgets and forecast
calculations, which are prepared separately for each of the Consolidated Entity’s CGUs to which the
individual assets are allocated. These budgets and forecast calculations generally cover a minimum
period of five years, however given the long term and predictable nature of the Consolidated Entity’s
operations, these are generally extended to cover the useful life of each CGU.
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Impairment losses of continuing operations are recognised in the statement of profit or loss in
expense categories consistent with the function of the impaired asset, except for properties
previously revalued with the revaluation taken to OCI.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether
there is an indication that previously recognised impairment losses no longer exist or have decreased.
If such indication exists, the Consolidated Entity estimates the assets’ or CGUs’ recoverable amount.
A previously recognised impairment loss is reversed only if there has been a change in the assumptions
used to determine the asset’s recoverable amount since the last impairment loss was recognised. The
reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount,
nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years. Such reversal is recognised in the
statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal
is treated as a revaluation increase.
The Consolidated Entity assesses where climate risks could have a significant impact, such as the
introduction of emission-reduction legislation that may increase manufacturing costs. These risks in
relation to climate- related matters are included as key assumptions where they materially impact the
measure of recoverable amount.
2.4 Changes in accounting policies and disclosures
New and amended standards and interpretations
The Consolidated Entity applied for the first-time certain standards and amendments, which are
effective for annual periods beginning on or after 1 July 2021 (unless otherwise stated). The
Consolidated Entity has not early adopted any other standard, interpretation or amendment that has
been issued but is not yet effective.
COVID-19-Related Rent Concessions beyond 30 June 2021 – Amendments to IFRS 16
On 28 May 2020, the IASB issued COVID-19-Related Rent Concessions - amendment to IFRS 16 Leases.
The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification
accounting for rent concessions arising as a direct consequence of the COVID-19 pandemic. As a
practical expedient, a lessee may elect not to assess whether a COVID-19 related rent concession from
a lessor is a lease modification. A lessee that makes this election accounts for any change in lease
payments resulting from the COVID-19 related rent concession the same way it would account for the
change under IFRS 16, if the change were not a lease modification.
The amendment was intended to apply until 30 June 2021, but as the impact of the COVID-19 pandemic
is continuing, on 31 March 2021, the IASB extended the period of application of the practical expedient
to 30 June 2022.The amendment applies to annual reporting periods beginning on or after 1 April 2021.
Notwithstanding this, the Consolidated Entity has not received COVID-19-related rent concessions,
however plans to apply the practical expedient if it becomes applicable within allowed period of
application.
GENEX FY2022 - ANNUAL REPORT
58
Note 3.
Significant accounting judgements, estimates and assumptions
The preparation of the Consolidated Entity’s consolidated financial statements requires management
to make certain judgements, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities (and the accompanying disclosures) and the disclosure of contingent
liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities affected in future periods.
Other disclosures relating to the Consolidated Entity’s exposure to risks and uncertainties includes:
• Capital management Note 5; and
• Financial instruments risk management and policies Note 21.
Judgements
In the process of applying the Consolidated Entity’s accounting policies, management has made the
following judgements, which have the most significant effect on the amounts recognised in the
consolidated financial statements:
Determining the lease term of contracts with renewal and termination options – Consolidated Entity
as lessee
The Consolidated Entity determines the lease term as the non-cancellable term of the lease, together
with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or
any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Consolidated Entity has several lease contracts that include extension and termination options.
The Consolidated Entity applies judgement in evaluating whether it is reasonably certain whether or
not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that
create an economic incentive for it to exercise either the renewal or termination. After the
commencement date, the Consolidated Entity reassesses the lease term if there is a significant event
or change in circumstances that is within its control and affects its ability to exercise or not to exercise
the option to renew or to terminate (e.g. construction of significant leasehold improvements or
significant customisation to the leased asset).
The Consolidated Entity included the renewal period as part of the lease term for leases with shorter
non-cancellable period (i.e. three to five years). The Consolidated Entity typically exercises its option
to renew for these leases because there will be a significant negative effect on production if a
replacement asset is not readily available. The renewal periods for leases with longer non-cancellable
periods (i.e. 10 to 15 years) are not included as part of the lease term as these are not reasonably certain
to be exercised. Furthermore, the periods covered by termination options are included as part of the
lease term only when they are reasonably certain not to be exercised.
GENEX FY2022 - ANNUAL REPORT
59
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, are described below. The Consolidated Entity has
based its assumptions and estimates on parameters available when the consolidated financial
statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of
the Consolidated Entity. Such changes will be reflected in revisions to such assumptions in future
periods when they occur.
Impairment of non-financial assets
The Consolidated Entity is required to evaluate the assessment of impairment indicators (internal and
external) and make judgements in assessing the factors that are required to be evaluated as part of
the impairment indicators assessment. This includes reviewing significant changes that may have an
adverse effect on the Consolidated Entity. The performance of non-current assets is impacted by
environmental, technological, market, economic, legal or environmental changes in which the
Consolidated Entity operates. This includes the assessments of the impact of COVID-19 on the
Consolidated Entity.
The significant judgements, estimates and assumptions applied by management when testing for
impairment includes forecast electricity and LGC prices, generation profiles, marginal loss factors and
discount rates.
Provision for expected credit losses of trade and other receivables
The Consolidated Entity uses a provision matrix to calculate ECLs for trade and other receivables. The
provision rates are based on days past due for groupings of various customer segments that have
similar loss patterns (i.e. by geography, product type, customer type and rating, coverage by letters of
credit and other forms of credit insurance).
The provision matrix is initially based on the Consolidated Entity’s historical observed default rates.
The Consolidated Entity will calibrate the matrix to adjust the historical credit loss experience with
forward-looking information. For example, if forecast economic conditions (i.e. gross domestic
product) are expected to deteriorate over the next year which can lead to an increased number of
defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date,
the historical observed default rates are updated and changes in the forward-looking estimates are
analysed.
The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Consolidated Entity’s historical credit loss
experience and consensus forecast economic conditions may also not be representative of a
customer’s actual default in the future.
GENEX FY2022 - ANNUAL REPORT
60
Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most
appropriate valuation model, which depends on the terms and conditions of the grant. This estimate
also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option or appreciation right, volatility and dividend yield and making
assumptions about them. For the measurement of the fair value of equity-settled transactions with
employees at the grant date, the Consolidated Entity uses the Black-Scholes option valuation model
and Binomial Option Pricing Tree. The assumptions and models used for estimating the fair value of
share-based payment transactions are disclosed in Note 9.
Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilised. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognised, based upon the likely
timing and the level of future taxable profits, together with future tax planning strategies.
The Consolidated Entity has $50,236,142 (2021: $39,971,698) of tax losses carried forward. These
losses relate to subsidiaries that have a history of losses, do not expire, and may not be used to offset
taxable income elsewhere in the Consolidated Entity. The subsidiaries neither have any taxable
temporary difference nor any tax planning opportunities available that could partly support the
recognition of these losses as deferred tax assets. On this basis, the Consolidated Entity has
determined that it cannot recognise deferred tax assets on the tax losses carried forward. Further
details on taxes are disclosed in Note 11.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the statement of financial
position cannot be measured based on quoted prices in active markets, their fair value is measured
using valuation techniques including the discounted cash flow (DCF) model methodology. The inputs
to these models are taken from observable markets where possible, but where this is not feasible, a
degree of judgement is required in establishing fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors
could affect the reported fair value of financial instruments. See Note 21 for further disclosures.
Development costs
The Consolidated Entity capitalises costs for project development. Initial capitalisation of costs is
based on management’s judgement that technological and economic feasibility is confirmed, usually
when a project development has reached a defined milestone according to an established project
management model. At 30 June 2022, the carrying amount of capitalised development costs was
$1,254,889 (2021: $1,665,297) after reclassification of development costs as property, plant and
equipment following BBP commencing construction in FY2022.
GENEX FY2022 - ANNUAL REPORT
61
Leases - Estimating the incremental borrowing rate
If the Consolidated Entity cannot readily determine the interest rate implicit in a lease, it uses its
incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the
Consolidated Entity would have to pay to borrow over a similar term, and with a similar security, the
funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The IBR therefore reflects what the Consolidated Entity ’would have to pay‘, which
requires estimation when no observable rates are available (such as for subsidiaries that do not enter
into financing transactions) or when they need to be adjusted to reflect the terms and conditions of
the lease (for example, when leases are not in the subsidiary’s functional currency). Where required to
do so, the Consolidated Entity estimates the IBR using observable inputs (such as market interest rates)
when available and is required to make certain entity-specific estimates (such as the subsidiary’s
stand-alone credit rating).
Note 4.
Segment information
Management has determined that the Consolidated Entity has one reportable segment; being the
development, construction and operation of renewable energy generation and storage projects in
Australia, for the year ended 30 June 2022.
Note 5.
Capital management
For purposes of the Consolidated Entity’s capital management, capital includes share capital and all
other equity reserves attributable to the equity holders of the Company. The primary objective of the
Consolidated Entity’s capital management is to maximise shareholder value.
The Consolidated Entity manages its capital structure and makes adjustments in light of changes in
economic conditions and the requirements of financial covenants under its interest-bearing loans and
borrowings. The Consolidated Entity monitors capital using a gearing ratio, which is “net debt” divided
by total capital plus net debt. The Consolidated Entity includes within net debt, interest bearing loans
and borrowings, trade and other payables, less cash and cash equivalents.
FOR THE YEAR ENDED 30 JUNE
Interest-bearing loans and borrowings
Trade and other payables
Interest payables
Less: cash and cash equivalents
Net debt
Equity
Total capital
Capital and net debt
Gearing ratio
GENEX FY2022 - ANNUAL REPORT
2022
$
385,213,726
13,634,135
1,465,889
(62,854,694)
337,459,056
200,315,018
200,315,018
537,774,074
62.75%
2021
$
189,749,875
11,919,572
1,159,773
(45,447,090)
157,382,130
134,293,704
134,293,704
291,675,834
53.96%
62
Note 6.
Consolidated entity information
Parent
The Parent Entity is Genex Power Limited, incorporated and domiciled in Australia.
Subsidiaries
The consolidated financial statements of the Consolidated Entity include:
NAME
PRINCIPAL ACTIVITIES
COUNTRY OF
INCORPORATION
Genex (Kidston) Pty Limited
Kidston Gold Mines Limited
Genex Solar Holding Co Pty Limited*
Genex (Solar) Pty Limited*
Kidston Solar Holding Co Pty Limited*
Kidston Solar Co Pty Limited*
Kidston Solar Finance Co Pty Limited*
Jemalong PV Holdings Pty Limited
Jemalong PV Asset Pty Limited
Jemalong Networks Pty Limited
Genex (Kidston Hydro) Pty Limited
Kidston Hydro Hold Co Pty Limited
Kidston Hydro Project Co Pty Ltd
Genex (Kidston Wind) Pty Ltd
Genex (Storage) Pty Ltd
Como Energy (Bouldercombe) Pty Ltd
Bouldercombe Battery Project Co Pty Ltd BBP project development
BBP Finance Co. Pty Ltd**
Bulli Creek Hold Co. Pty Ltd***
Holding company
Landowner
Holding company
KS1 operation
Holding company
KS1 operation
Financial operation
Holding company
JSP operation
JSP operation
Holding company
Holding company
K2H project development
K3W project development
Holding company
Holding company
Financial operation
Holding company
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
% EQUITY
INTEREST
2022
100.00%
100.00%
99.99%
99.99%
99.99%
99.99%
99.99%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
% EQUITY
INTEREST
2021
100.00%
100.00%
99.99%
99.99%
99.99%
99.99%
99.99%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
N/A
100.00%
* These companies are 99.99% owned by Genex (Kidston) Pty Limited. The remaining 0.01% is held by Michael Addison.
** This is a new entity incorporated during the year ended 30 June 2022.
*** This entity was named as Como Energy (Yabulu) Pty Ltd during the year ended 30 June 2021.
GENEX FY2022 - ANNUAL REPORT
63
Note 7.
Revenue
FOR THE YEAR ENDED 30 JUNE
KS1 lease revenue
JSP generation revenue
JSP LGC sales
Sale of electricity and environmental products and lease income
ARENA government grant
Liquidated damages
Fair value of LGCs on hand
Avoided TUOS
Fuel tax credit
ARENA convertible note termination
Others
Other income
Total revenue
KS1 lease revenue
2022
$
12,804,613
7,612,650
4,383,248
24,800,511
884,041
875,123
172,500
250,813
185,787
-
24,065
2,392,329
2021
$
10,584,726
-
45,514
10,630,240
442,500
2,564,832
-
112,001
15,615
7,873,108
12,000
11,020,056
27,192,840
21,650,296
This relates to revenue earned by KS1 from sales of electricity in the wholesale spot market which,
under the Solar 150 Price Support Deed between the Consolidated Entity and the Queensland
Government, is subject to a guaranteed floor price per megawatt hour where payments may be made
by the Queensland Government to the Consolidated Entity. Under the Solar 150 Price Support Deed, all
large-scale generation certificates generated by KS1 are sold to the Queensland Government as
consideration for providing the guaranteed floor price.
Prior to the introduction of AASB 16 Leases, the Consolidated Entity recognised certain contracts as
arrangements that may contain a lease in accordance with Interpretation 4 – Determining Whether an
Arrangement Contains a Lease and AASB 117 Leases. Upon transition, the Consolidated Entity applied
the practical expedient outlined in AASB 16 Leases whereby contracts that were previously identified
as leases by applying Leases Interpretation 4 – Determining Whether an Arrangement Contains a Lease
and are AASB 117 not required to be reassessed at the date of initial application.
Liquidated damages
For the year ended 30 June 2021, performance liquidated damages payments were made by UGL
Engineering Pty Ltd for performance issues related to KS1 for year 1 of operations (as stated in the
Quarterly Activities Report released to the ASX on 21 October 2020). For the year ended 30 June 2022,
performance and delay liquidated damages were made by Energy Solutions Pty Ltd (trading as Beon)
for delays to Practical Completion of the JSP project (as stated in the Quarterly Activities Report
released to the ASX on 20 October 2021).
GENEX FY2022 - ANNUAL REPORT
64
Note 8.
Employment expense
FOR THE YEAR ENDED 30 JUNE
Wages and salaries
Defined contribution superannuation expense
Employee entitlements
Payroll tax
Workers' compensation
Fringe benefit tax
Total employment expenses
Note 9.
Share-based payments
2022
$
5,012,737
381,463
(72,612)
219,436
18,121
11,624
5,570,769
2021
$
4,429,644
255,325
265,215
168,251
8,684
11,624
5,138,743
The expense recognised for employee services received during the year is shown in the following
table:
FOR THE YEAR ENDED 30 JUNE
Expense arising from equity-settled share-based payment transactions
Total expense arising from share-based payment transactions
2022
$
-
-
2021
$
79,605
79,605
There were no cancellations or modifications to the awards for the year ended 30 June 2022 and 30
June 2021.
Movements during the year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and
movements in, share options during the year:
Outstanding at 1 July
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at 30 June
Exercisable at 30 June
2022
Number
37,250,000
-
-
-
(17,900,000)
19,350,000
19,350,000
2022
WAEP
0.34
-
-
-
0.33
0.36
0.36
2021
Number
42,250,000
-
-
-
(5,000,000)
37,250,000
37,250,000
2021
WAEP
0.33
-
-
-
0.25
0.34
0.34
On 2 September 2021, 2,400,000 share options expired (WAEP: $0.25). On 17 January 2022, 15,500,000
share options expired (WAEP: $0.34).
GENEX FY2022 - ANNUAL REPORT
65
The following tables outline the terms attached to the two outstanding plans for the years ended 30 June 2022 and 30 June 2021:
30 JUNE 2022
Number
Value per option ($)
Subscription price per option ($)
Each option is convertible into
Exercise price per option
Vesting condition
Issue date
Expiry date
Option exercise period
Other conditions
30 JUNE 2021
Number
Value per option ($)
Subscription price per option ($)
Each option is convertible into
Exercise price per option
Vesting condition
Issue date
Expiry date
MANAGEMENT OPTIONS
DIRECTORS OPTIONS
4,850,000
$0.1296
$Nil
14,500,000
$0.1500
$Nil
1 ordinary share in the Parent Entity
1 ordinary share in the Parent Entity
$0.40
The options vest in 2 separate tranches upon the achievement of 3 milestones. If
a milestone is not achieved, the options for that milestone will lapse unvested.
As at 30 June 2022, all options have vested.
23 February 2018
13 February 2023
$0.34
Vesting on issue date
10 September 2019
10 September 2024
At any time from date of vesting
At any time from date of vesting
None
None
MANAGEMENT OPTIONS
DIRECTORS
OPTIONS
EXECUTIVE GENERAL MANAGER
OPTIONS
DIRECTOR
OPTIONS
4,850,000
$0.1296
$Nil
1 ordinary share in the Parent
Entity
$0.40
The options vest in 2 separate
tranches upon the achievement
of 3 milestones. If a milestone is
not achieved, the options for that
milestone will lapse unvested.
As at 30 June 2021, all options
have vested.
23 February 2018
13 February 2023
14,500,000
$0.1500
$Nil
1 ordinary share in
the Parent Entity
$0.34
Vesting on issue
date
10 September 2019
10 September 2024
At any time from
date of vesting
None
2,400,000
$0.0602
14,000,000
$0.0851
COMPANY
SECRETARY OPTIONS
1,500,000
$0.1002
$Nil
1 ordinary share in the Parent
Entity
$0.250
The options vest in 3 separate
tranches upon the achievement
of 3 milestones. If a milestone is
not achieved, the options for that
milestone will lapse unvested.
As at 30 June 2021, all options
have vested.
2 September 2016
2 September 2021
At any time from date of vesting
None
$Nil
1 ordinary share in
the Parent Entity
$0.340
$Nil
1 ordinary share in the
Parent Entity
$0.340
Vesting on issue
date
Vesting on 1 January
2019
17 January 2017
17 January 2022
At any time from
date of vesting
None
7 July 2017
17 January 2022
At any time from date
of vesting
None
Option exercise period
At any time from date of vesting
Other conditions
None
GENEX FY2022 - ANNUAL REPORT
66
The following tables list the inputs to the models used for the two outstanding plans for the years ended 30 June 2022 and 30 June 2021:
30 JUNE 2022
Weighted average fair values at the measurement date ($)
Dividend yield (%)
Expected volatility (%)
Risk–free interest rate (%)
Expected life of share options
Weighted average share price ($)
Model used
MANAGEMENT OPTIONS
DIRECTORS OPTIONS
$0.1296
Nil
60.00%
2.40%
5 Years
$0.29
Black Scholes Model
$0.1500
Nil
40.00%
0.84%
5 Years
$0.25
Black Scholes Model
30 JUNE 2021
Weighted average fair values at the
measurement date ($)
Dividend yield (%)
Expected volatility (%)
Risk–free interest rate (%)
Expected life of share options
Weighted average share price ($)
MANAGEMENT
OPTIONS
DIRECTORS OPTIONS
EXECUTIVE GENERAL
MANAGER OPTIONS
DIRECTOR OPTIONS
COMPANY SECRETARY
OPTIONS
$0.1296
Nil
60.00%
2.40%
5 Years
$0.29
$0.1500
Nil
40.00%
0.84%
5 Years
$0.25
$0.0602
Nil
57.16%
1.68%
5 Years
$0.16
$0.0851
Nil
57.16%
2.30%
5 Years
$0.22
$0.1002
Nil
60.60%
0.00%
4.5 Years
$0.24
Binomial Option
Pricing Tree
Model used
Black Scholes Model
Black Scholes Model
Black Scholes Model
Black Scholes Model
GENEX FY2022 - ANNUAL REPORT
67
Note 10.
Finance costs
FOR THE YEAR ENDED 30 JUNE
Interest on KS1 and JSP senior debt
Interest on KS1 and JSP subordinated debt
Interest on lease
KS1 and JSP subordinated debt commitment fee
Interest on convertible notes
Total finance costs
Note 11.
Income tax
2022
$
6,127,745
1,539,528
140,451
18,563
-
7,826,287
2021
$
4,132,445
1,082,357
179,819
69,001
247,006
5,710,628
The major components of income tax expense for the years ended 30 June 2022 and 30 June 2021 are
set out as follows:
FOR THE YEAR ENDED 30 JUNE
Current income tax
Current income tax charge
Deferred tax
Relating to origination and reversal of temporary differ
Income tax expense reported in the statement of profit or loss
Deferred tax
Deferred tax relates to the following:
Attributable to:
Depreciation for tax purposes
Capitalised interest
Share based payments
Leases
Government grant
Accrued revenue
Accruals and provisions
Losses available for offsetting against future taxable income
Net deferred tax liabilities
Reflected in the statement of financial position as follows:
Deferred tax assets
Deferred tax liabilities
Deferred tax liabilities, net
Deferred tax expense in profit or loss
GENEX FY2022 - ANNUAL REPORT
2022
$
-
-
-
-
-
2022
$
(3,863,706)
(1,844,082)
1,358,444
89,870
2,057,807
(170,090)
2,294,759
76,998
-
6,843,261
(6,843,261)
-
-
2021
$
-
-
-
-
-
2021
$
(3,305,846)
(1,148,330)
1,358,444
69,692
2,190,557
-
1,679,170
(843,687)
-
4,454,176
(4,454,176)
-
-
68
The Consolidated Entity has accumulated tax losses (tax effected) of $50,236,142 9 (30 June 2021:
$39,971,698) that are available indefinitely for offsetting against future taxable profits of the
Consolidated Entity in which the losses arose. Additionally, there are $39,249,668 (30 June 2021:
$39,249,668) of transferred tax losses (tax effected) that can be utilised subject to the available
fraction.
Deferred tax assets have not been fully recognised in respect of the tax losses as they may not be used
to offset taxable profits elsewhere in the Consolidated Entity, they have arisen in subsidiaries that
have been loss-making for some time, and there are no other tax planning opportunities or other
evidence of recoverability in the near future.
Tax consolidation
Members of the tax consolidated group and the tax sharing arrangement
Genex Power Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated
group with effect from 1 July 2005. Genex Power Limited is the head entity of the tax consolidated
group.
Genex Solar Holding Pty Limited (99.99% owned by Genex Power Limited) and Genex (Solar) Pty Limited
formed a separate tax consolidated group in 2017. Genex Solar Holding Pty Limited is the head entity
of this tax consolidated group.
Members of the tax consolidated group have entered into a tax sharing agreement that provides for
the allocation of income tax liabilities between the entities should the head entity default on its tax
payment obligations. No amounts have been recognised in the financial statements in respect of this
agreement on the basis that the possibility of default is remote.
Kidston Solar Finance Co Pty Ltd, Kidston Solar Holding Trust and Kidston Solar Property Trust are
separate tax entities.
Tax effect accounting by members of the tax consolidated group
Measurement method adopted under AASB Interpretation 1052 Tax Consolidation Accounting
The head entity and the controlled entities in each respective tax consolidated group continue to
account for their own current and deferred tax amounts. The head entity has applied the group
allocation approach in determining the appropriate amount of current taxes and deferred taxes to
allocate to members of the tax consolidated group. The current and deferred tax amounts are
measured in a systematic manner that is consistent with the broad principles in AASB 112 Income
Taxes. The nature of the tax funding agreement is discussed further below.
In addition to its own current and deferred tax amounts, the head entity also recognises current tax
liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits
assumed from controlled entities in the tax consolidated group.
9 Subject to FY2022 income tax return
GENEX FY2022 - ANNUAL REPORT
69
Nature of the tax funding agreement
Members of the tax consolidated group have entered into a tax funding agreement. Under the funding
agreement, the funding of tax within the tax consolidated group is based on accounting profit, which
is not an acceptable method of allocation under AASB Interpretation 1052. The tax funding agreement
requires payments to/from the head entity to be recognised via an inter-entity receivable (payable)
which is at call. To the extent that there is a difference between the amount charged under the tax
funding agreement and the allocation under AASB Interpretation 1052, the head entity accounts for
these as equity transactions with the subsidiaries.
The amounts receivable or payable under the tax funding agreement are due upon receipt of the
funding advice from the head entity, which is issued as soon as practicable after the end of each
financial year. The head entity may also require payment of interim funding amounts to assist with its
obligations to pay tax instalments.
Note 12.
Loss per share
Basic loss per share is calculated by dividing the loss after income tax expense attributable to the
owners of the Parent Entity by the weighted average number of ordinary shares outstanding during the
Period.
Diluted loss per share is calculated by dividing the loss after income tax expense attributable to the
owners of the Parent Entity by the weighted average number of ordinary shares outstanding during the
Period plus the weighted average number of ordinary shares that would be issued on conversion of all
the dilutive potential ordinary shares into ordinary shares. However, given the loss position of the
Consolidated Entity, share options have not been taken into account in the diluted loss per share
calculation since they are anti-dilutive.
The following table reflects the loss and share data used in the basic and diluted loss per share
calculations:
FOR THE YEAR ENDED 30 JUNE
Loss after income tax expense attributable to the owners of Parent Entity
2022
$
(4,063,429)
2021
$
(18,725,873)
Weighted average number of ordinary shares for basic loss per share10
Effects of dilution from:
Share options
Weighted average number of ordinary shares adjusted for the effect of dilution
1,173,214,164
607,913,586
19,350,000
1,192,564,164
16,125,359
624,038,945
Loss per share
Basic loss per share
Diluted loss per share
(0.35)
(0.35)
(3.08)
(3.08)
10 The weighted average number of shares takes into account the weighted average effect of the rights issue during the prior year
GENEX FY2022 - ANNUAL REPORT
70
There have been no other transactions involving ordinary shares or potential ordinary shares between
the reporting date and the date of authorisation of these financial statements.
Note 13.
Cash and cash equivalents
For purposes of the statement of financial position and statement of cash flows, cash and cash
equivalents comprise the following:
Cash at bank
Total cash and cash equivalents
30 JUNE 2022
$
62,854,694
62,854,694
30 JUNE 2021
$
45,447,090
45,447,090
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Cash flow reconciliation
For purposes of the statement of cash flows, reconciliation of net profit before tax to net cash flows
from operations:
FOR THE YEAR ENDED 30 JUNE
Loss before tax
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and impairment expenses
Share-based payment expense
Finance income
Finance costs
Net loss on derivative instruments at fair value through profit or loss
Convertible note forgiveness
Movements in provisions and government grant
Working capital adjustments:
Movements in trade and other receivables and trade and other payables
Movements in other assets and liabilities
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
2022
$
(4,063,429)
10,145,774
-
(89,510)
7,826,287
-
-
1,029,483
(393,059)
(4,276,850)
89,510
(6,293,488)
3,974,718
2021
$
(18,725,873)
22,753,296
79,605
(53,702)
5,710,628
253,095
(7,838,108)
(421,329)
8,323,890
(9,688,148)
53,702
(5,606,000)
-
(5,193,944)
GENEX FY2022 - ANNUAL REPORT
71
Note 14.
Trade and other receivables
Trade receivables
Other receivables
Allowance for ECL
Total trade and other receivables
30 JUNE 2022
$
3,300,982
6,472
-
3,307,454
30 JUNE 2021
$
1,069,797
130,035
-
1,199,832
Trade receivables are generally due for settlement within 30 days. As at 30 June 2022 and 30 June
2021, there are no trade receivables either past due or impaired.
Note 15.
Bond, deposits and bank guarantee
K2H financial security
BBP financial security
Connection bond
Sydney office bank guarantee
Construction camp bank guarantee
Removal and security defects bond
Brisbane office bank guarantee
AEMO bank guarantee
K3W land bond
K3W make good bank guarantee
Environmental bond
Powerlink bond
Site accommodation deposit
Sydney office deposit
Electricity bond
Site construction deposit
Total bond, deposits and bank guarantee
Financial securities
30 JUNE 2022
$
61,000,000
10,306,500
231,819
214,854
83,034
42,000
26,312
20,000
12,000
6,000
-
-
-
-
-
-
71,942,519
30 JUNE 2021
$
-
-
231,819
112,246
83,034
42,000
26,312
20,000
12,000
6,000
4,075,410
275,000
117,000
18,469
6,010
5,200
5,030,500
Financial securities are cash amounts which are paid to, and held by, Powerlink Queensland as financial
security. For K2H, this relates to construction security for the transmission infrastructure being
constructed by Powerlink Queensland under a Generator Connection and Access Agreement. For BBP,
this relates to construction security for the connection interface works being constructed by
Powerlink Queensland under the Bi-directional Service Provider Connection and Access Agreement.
GENEX FY2022 - ANNUAL REPORT
72
Environmental bond
The Mineral and Energy Resources (Financial Provisioning) Act 2018 came into force on 1 April 2019.
The Act replaced the prior financial assurance arrangements for resource activities under the
Environmental Protection Act 1994 with the Financial Provisioning Scheme. Under the scheme, the
environmental bond that was held by the State of Queensland as security for compliance with the
requirements of the Mineral Resources Act 1989 and the Environmental Protection Act 1994 as at 30
June 2021 was released in March 2022, following a re-rating of the risk category assessment by the
Scheme Manager.
Note 16.
Property, plant and equipment
K2H
KS1
JSP
BBP
Pre-development assets
Right-of-use assets
Land
Motor vehicle
Furniture and fittings
Total property, plant and equipment
30 JUNE 2022
$
257,029,840
91,774,716
84,450,494
11,177,287
3,918,777
3,217,940
380,935
65,203
-
452,015,192
30 JUNE 2021
$
103,813,334
97,366,727
86,849,171
-
3,918,777
3,885,845
380,935
-
19,129
296,233,918
GENEX FY2022 - ANNUAL REPORT
73
K2H
$
KS1
$
JSP
BBP
Cost
At 1 July 2020
4,753,000
120,349,275
64,445,487
Additions
99,060,334
-
38,903,684
At 30 June 2021
103,813,334
120,349,275
103,349,171
Additions
Transfer11
Disposals
153,216,506
-
-
-
-
-
1,765,137
9,989,710
-
-
1,187,577
-
PRE-
DEVELOPMENT
ASSETS
$
RIGHT-OF-
USE ASSETS
LAND
MOTOR
VEHICLE
$
$
$
FURNITURE
AND
FITTINGS
$
TOTAL
$
3,918,777
3,279,688
380,935
25,320
49,398
197,201,880
-
1,208,856
-
-
7,334
139,180,208
3,918,777
4,488,544
380,935
-
-
-
87,446
-
-
-
-
-
25,320
109,448
-
(25,320)
109,448
56,732
336,382,088
-
(13,498)
165,168,247
1,187,577
(38,818)
43,234
502,699,094
At 30 June 2022
257,029,840
120,349,275
105,114,308
11,177,287
3,918,777
4,575,990
380,935
KS1
$
(17,087,003)
(5,895,545)
K2H
Depreciation and impairment
At 1 July 2020
Depreciation
Impairment
At 30 June 2021
Depreciation
Disposals
At 30 June 2022
$
-
-
-
-
-
-
-
-
(16,500,000)
(22,982,548)
(16,500,000)
(5,592,011)
(4,163,814)
-
-
(28,574,559)
(20,663,814)
JSP
BBP
PRE-
DEVELOPMENT
ASSETS
RIGHT-OF-
USE ASSETS
LAND
MOTOR
VEHICLE
FURNITURE
AND
FITTINGS
TOTAL
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
(272,987)
(329,712)
-
(602,699)
(755,351)
(1,358,050)
$
-
-
-
-
-
-
-
$
$
$
(2,110)
(23,210)
-
(25,320)
(44,245)
25,320
(32,774)
(17,394,874)
(4,829)
(6,253,296)
-
(16,500,000)
(37,603)
(40,148,170)
(19,129)
(10,574,550)
13,498
38,818
(44,245)
(43,234)
(50,683,902)
K2H
$
KS1
$
JSP
BBP
PRE-
DEVELOPMENT
ASSETS
RIGHT-OF-
USE ASSETS
LAND
MOTOR
VEHICLE
Net book value
At 30 June 2021
103,813,334
97,366,727
86,849,171
At 30 June 2022
257,029,840
91,774,716
84,450,494
11,177,287
3,918,777
3,217,940
11 This transfer relates to the BBP development cost reclassification. Further details are disclosed in Note17
GENEX FY2022 - ANNUAL REPORT
$
$
$
3,918,777
3,885,845
380,935
380,935
FURNITURE
AND
FITTINGS
TOTAL
$
$
19,129
296,233,918
$
-
65,203
-
452,015,192
74
$
$
-
-
$
$
-
-
-
$
-
Impairment
During the year ended 30 June 2021, the recognition of the impairment on JSP was a result of an
impairment assessment triggered by the decrease in wholesale electricity prices. In assessing
whether impairment is required, the recoverable amount for JSP was calculated based on value-in-
use utilising the DCF model methodology, utilising forward electricity and LGC price curves and
generation and comparing this against the book value for the asset. The impairment was recognised
in the statement of profit or loss.
Capitalised borrowing costs
KS1 and JSP are financed by a senior debt facility with third party banks. Borrowing costs on the JSP
construction loan facility was capitalised until the practical completion was granted as of 30 June 2021.
The amount of borrowing costs capitalised during the year ended 30 June 2021 was $45,590.
K2H is financed by a debt facility with Northern Australia Infrastructure Facility (NAIF). Borrowing
costs on the debt facility are to be capitalised until the construction of the K2H is completed. The
carrying amount of the debt facility at 30 June 2022 was $198,350,237 (30 June 2021: Nil). The amount
of borrowing costs capitalised during the year ended 30 June 2022 was $2,201,224 (2021: Nil).
BBP is financed by a senior debt and letter of credit facility with Infradebt. Borrowing costs on the debt
facility are to be capitalised until the construction of the BBP is completed. The carrying amount of the
debt facility at 30 June 2022 was $9,429,086 (30 June 2021: Nil). The amount of borrowing costs
capitalised during the year ended 30 June 2022 was $230,582 (2021: Nil).
Disposals of motor vehicles
During the year ended 30 June 2022, the Consolidated Entity sold one utility vehicle with a total net
carrying amount of nil for a cash consideration of $5,737. The net gains on this disposal were
recognised as part of the other income in the statement of profit or loss.
Note 17.
Other assets
Prepaid insurance
K3W development costs
BBP development costs
Total other assets
30 JUNE 2022
$
5,121,980
1,254,889
-
6,376,869
30 JUNE 2021
$
7,418,238
477,720
1,187,577
9,083,535
BBP development costs were transferred and reclassified as property, plant and equipment following
the commencement of construction in February 2022.
GENEX FY2022 - ANNUAL REPORT
75
Note 18.
Interest-bearing loans and borrowings
Current
KS1 and JSP senior debt
KS1 and JSP subordinated debt
BBP senior debt
Total current interest-bearing loans and borrowings
Non-Current
KS1 and JSP senior debt
KS1 and JSP subordinated debt
K2H senior debt
BBP senior debt
Total non-current interest-bearing loans and borrowings
KS1 and JSP senior debt
30 JUNE 2022
$
30 JUNE 2021
$
6,961,379
17,180,165
2,320,000
26,461,544
153,292,859
-
198,350,237
7,109,086
358,752,182
6,687,985
1,047,572
-
7,735,557
161,605,396
20,408,922
-
-
182,014,318
The Consolidated Entity has a senior debt facility of $175m with Westpac, DZ Bank and NORD/LB. The
interest rate for both Tranche A and Tranche B is the aggregate of BBSY bid and a fixed margin per
annum. Both Tranche A and Tranche B will be repaid by 17 December 2024.
KS1 and JSP subordinated debt
The Consolidated Entity has a subordinated debt facility of $20m with the Clean Energy Finance
Corporation. The interest rate is the aggregate of a 6-year ask yield and fixed margin per annum.
Subsequent to Period-end, a refinancing was completed whereby the outstanding balance was repaid
utilising the proceeds of a new subordinated debt facility with Infradebt.
K2H senior debt
The Consolidated Entity has a senior debt facility of $610m with NAIF. At 30 June 2022, the undrawn
committed facility was $406m. The interest rate is a fixed interest rate for the term of the loan. The
repayment will commence from 15 June 2025.
BBP senior debt
The Consolidated Entity has a senior debt facility of $45.3m with Infradebt, comprising a construction
loan facility of $35m and a letter of credit facility of $10.3m. At 30 June 2022, the undrawn committed
facility was $35m. The interest rate of the Construction Facility is the aggregate of the PIK margin and
fixed rate per annum and the interest rate of LC Facility is the aggregate of BBSY Bid and fixed margin
per annum. The repayment will commence from 31 March 2024.
GENEX FY2022 - ANNUAL REPORT
76
Note 19.
Government grant
Opening balance
Received during the year
Released to the statement of profit or loss
Closing balance
Current
Non-Current
2022
$
7,301,856
441,541
(884,041)
6,859,356
442,500
6,416,856
2021
$
7,744,356
7,873,108
(8,315,608)
7,301,856
442,500
6,859,356
The Consolidated Entity received an Australian Renewable Energy Agency (ARENA) grant of $8.85M
during the year ended 30 June 2017 towards the funding of KS1. This grant is recognised in other
income, over the life of the project (20 years) on a straight-line basis.
Note 20.
Leases
As a lessee
The Consolidated Entity has lease contracts for land and office rents. Leases of land generally have
lease terms between 3 and 30 years, while office rents generally have lease terms between 3 and 5
years. The Consolidated Entity’s obligations under its leases are secured by the issue of unconditional
and irrevocable bank guarantees. Generally, the Consolidated Entity is restricted from assigning and
subleasing the leased assets. There are several lease contracts that include extension and termination
options.
The Consolidated Entity also has a certain lease of land with early termination term and leases of office
equipment with low value. The Consolidated Entity applies the “short-term lease” and “lease of low-
value assets” recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during
the period:
Right-of-use assets
At 1 July 2020
Additions
Depreciation expense
At 30 June 2021
Additions
Lease modification
Depreciation expense
Capitalised depreciation
At 30 June 2022
GENEX FY2022 - ANNUAL REPORT
TOTAL
$
3,006,701
1,208,856
(329,712)
3,885,845
237,806
(150,360)
(326,574)
(428,777)
3,217,940
77
Set out below are the carrying amounts of lease liabilities and the movements during the period:
Lease liabilities
At 1 July 2020
Additions
Accretion of interest through profit or loss
Payments
At 30 June 2021
Additions
Lease modification
Accretion of interest through profit or loss
Accretion of interest through capital expenditures
Payments
At 30 June 2022
Current
Non-Current
The maturity analysis of lease liabilities is disclosed in Note 21.
The following are the amounts recognised in profit or loss:
FOR THE YEAR ENDED 30 JUNE
Depreciation expense of right-of-use assets
Interest expense on lease liabilities
Total amount recognised in profit or loss
2022
$
326,574
140,451
467,025
TOTAL
$
3,161,564
1,208,856
179,819
(432,087)
4,118,152
237,806
(150,360)
140,451
56,897
(885,438)
3,517,508
483,443
3,034,065
2021
$
329,712
179,819
509,531
Note 21.
Financial assets and financial liabilities
Financial assets
Derivatives designated as hedging instruments
Interest rate swaps
Debt instruments at amortised cost
Trade and other receivables
Bond, deposits and bank guarantee
Total financial assets12
Total current
Total non-current
12 Financial assets, other than cash and short-term deposits, held by the Consolidated Entity
GENEX FY2022 - ANNUAL REPORT
30 JUNE 2022
$
30 JUNE 2021
$
17,310,105
-
3,307,454
71,942,519
92,560,078
3,307,454
89,252,624
1,199,832
5,030,500
6,230,332
1,199,832
5,030,500
78
Derivatives designated as hedging instruments reflect the positive change in fair value of interest rate
swaps, designated as cash flow hedges to hedge against movements in interest rates.
Debt instruments at amortised cost include trade and other receivables, and bond, deposits and bank
guarantees.
Financial liabilities
MATURITY
30 JUNE 2022
$
30 JUNE 2021
$
Interest-bearing loans and borrowings
Current interest-bearing loans and borrowings
Lease liabilities
2022
483,443
504,127
Interest-bearing loans and borrowings
KS1 and JSP senior debt
KS1 and JSP subordinated debt
BBP senior debt
Total current interest-bearing loans and borrowings
Apr 2023
Aug 2022
Jun 2023
6,961,379
17,180,165
2,320,000
26,944,987
6,687,985
1,047,572
-
8,239,684
Non-current interest-bearing loans and borrowings
Lease liabilities
2024 - 2048
3,034,065
3,614,025
Interest-bearing loans and borrowings
KS1 and JSP senior debt
KS1 and JSP subordinated debt
K2H senior debt
BBP senior debt
Total non-current interest-bearing loans and borrowings
Dec 2024
N/A
May 2036
Sep 2035
Total interest-bearing loans and borrowings
Other financial liabilities
Derivatives designated as hedging instruments
Interest rate swaps
153,292,859
-
198,350,237
7,109,086
361,786,247
-
388,731,234
161,605,396
20,408,922
-
-
185,628,343
193,868,027
30 JUNE 2022
$
30 JUNE 2021
$
-
6,487,752
Financial liabilities at amortised cost, other than interest-bearing loans and borrowings
Trade and other payables
Interest payables
13,634,135
1,465,889
11,919,572
1,159,773
Total other financial liabilities
15,100,024
19,567,097
Total current
Total non-current
15,100,024
-
13,079,345
6,487,752
GENEX FY2022 - ANNUAL REPORT
79
Hedging activities and derivatives
The Consolidated Entity is exposed to certain risks relating to its ongoing business operations. The
primary risk managed using derivative instruments is interest rate risk.
The Consolidated Entity’s risk management strategy and how it is applied to manage risk are also
explained below in this note.
Derivatives designated as hedging instruments – cash flow hedges
The Consolidated Entity has designated interest rate swap contracts as hedges for long-term loan
financing for the construction of JSP and refinancing of KS1 portfolio facility.
There is an economic relationship between the hedged items and the hedging instruments as the
terms of the interest rate swap contracts match the terms of the variable rate loan (i.e. notional
amount, maturity, payment and reset dates). The Consolidated Entity has established a hedge ratio of
1:1 for the hedging relationships as the underlying risk of the interest rate swap contracts is identical
to the hedged risk components. To test the hedge effectiveness, the Consolidated Entity uses the
hypothetical derivative method and compares the changes in the fair value of the hedging instruments
against the changes in fair value of the hedged items attributable to the hedged risks.
The hedge ineffectiveness can arise from:
• Differences in the timing of the cash flows of the hedged items and the hedging instruments;
• Different indexes (and accordingly different curves) linked to the hedged risk of the hedged
items and hedging instruments;
• The counterparties’ credit risk differently impacting the fair value movements of the hedging
instruments and hedged items; or
• Changes to the forecasted amount of cash flows of hedged items and hedging instruments.
The terms of the interest rate swap contracts have been negotiated to match the terms of the forecast
transactions. Both parties to the contracts have fully cash collateralised the interest rate swap
contracts and therefore, effectively eliminated any credit risk associated with the contracts (both the
counterparty’s and Consolidated Entity’s own credit risk). Consequently, the hedges were assessed to
be highly effective.
The Consolidated Entity is holding the following interest rate swap contracts:
GENEX FY2022 - ANNUAL REPORT
80
30 JUNE 2022
Counterparty
Currency
Notional
Effective date
Maturity date
Leg
Rate (%)
Margin (%)
Frequency
Day count
Cash flow derivative assets
30 JUNE 2021
Counterparty
Currency
Notional
Effective date
Maturity date
Leg
Rate (%)
Margin (%)
Frequency
Day count
Cash flow derivative liabilities
TERM INTEREST RATE SWAPS
NORD/LB, DZ Bank and Westpac
Australian Dollar
118,652,609
17 Dec 2019
17 Jan 2030
Receive float; Pay fix
1.5525%
0.05%
Quarterly
Act / 365 fixed
16,457,210
NOVATION INTEREST RATE SWAPS
NORD/LB, DZ Bank
Australian Dollar
47,885,148
1 Oct 2019
1 Jan 2027
Receive float; Pay fix
3.2350%
0.05%
Quarterly
Act / 365 fixed
852,895
TERM INTEREST RATE SWAPS
NORD/LB, DZ Bank and Westpac
Australian Dollar
122,789,387
17 Dec 2019
17 Jan 2030
Receive float; Pay fix
1.5525%
0.05%
Quarterly
Act / 365 fixed
1,066,670
NOVATION INTEREST RATE SWAPS
NORD/LB, DZ Bank
Australian Dollar
48,520,913
1 Oct 2019
1 Jan 2027
Receive float; Pay fix
3.2350%
0.05%
Quarterly
Act / 365 fixed
5,421,082
The effect of the cash flow hedge in the statement of profit or loss and other comprehensive income
is, as follows:
FOR THE YEAR ENDED
30 JUNE 2022
TOTAL HEDGING
GAIN RECOGNISED IN
OCI
$
INEFFECTIVENESS
RECOGNISED IN
PROFIT OR LOSS
$
COST OF HEDGING
RECOGNISED IN
OCI
$
AMOUNT
RECLASSIFIED FROM
OCI TO PROFIT OR LOSS
$
Term interest rate swaps
Novation interest rate swaps
Total
17,523,880
6,273,977
23,797,857
-
-
-
-
-
-
1,779,402
1,449,716
3,229,118
FOR THE YEAR ENDED
30 JUNE 2021
TOTAL HEDGING
GAIN RECOGNISED IN
OCI
$
INEFFECTIVENESS
RECOGNISED IN
PROFIT OR LOSS
$
COST OF HEDGING
RECOGNISED IN
OCI
$
AMOUNT
RECLASSIFIED FROM
OCI TO PROFIT OR LOSS
$
Term interest rate swaps
Novation interest rate swaps
Construction interest rate swaps
Total
5,592,423
2,448,786
288,184
8,329,393
-
-
-
-
-
-
-
-
697,383
1,503,893
329,831
2,531,107
GENEX FY2022 - ANNUAL REPORT
81
Financial instruments risk management objectives and policies
The Consolidated Entity’s principal financial liabilities, other than derivatives, comprise loans and
borrowings, and trade and other payables. The main purpose of these financial liabilities is to finance
the Consolidated Entity’s operations. The Consolidated Entity’s principal financial assets, other than
derivatives, include trade and other receivables, and bond, deposits and bank guarantees that derive
directly from its operations. The Consolidated Entity also enters into derivative transactions.
The Consolidated Entity is exposed to interest rate risk, credit risk and liquidity risk. The Consolidated
Entity’s Board and senior management oversees the management of these risks. Specifically, this
oversight is to ensure that the Consolidated Entity’s financial risk activities are governed by
appropriate policies and procedures and that financial risks are identified, measured and managed in
accordance with the Consolidated Entity’s policies and risk objectives The Board reviews and agrees
policies for managing each of these risks, which are summarised below.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Consolidated Entity’s exposure to the risk
of changes in market interest rates relates primarily to the Consolidated Entity’s long-term debt
obligations with floating interest rates.
The Consolidated Entity manages its interest rate risk by having a balanced portfolio of fixed and
variable rate loans and borrowings. The Consolidated Entity’s policy is to maintain borrowings at fixed
rates of interest of not less than 50% to 75%, dependent upon period length. To manage this, the
Consolidated Entity enters into either fixed rate loans or interest rate swaps, in which it agrees to
exchange, at specified intervals, the difference between fixed and variable rate interest amounts
calculated by reference to an agreed-upon notional principal amount. At 30 June 2022, after taking
into account the effect of interest rate swaps, approximately 98% of the Consolidated Entity s
borrowings are at a fixed rate of interest (30 June 2021: 100%).
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Consolidated Entity is not significantly exposed to
credit risk from its operating activities (primarily trade receivables) given the counterparties with
whom it engages and the nature of the trading, however is exposed to credit risk from its financing
activities, including deposits with banks.
At 30 June 2022, the Consolidated Entity invests solely on term deposits with banks that are graded in
AA- or higher category by Standard & Poor’s and therefore, are considered to be very low credit risk
investments.
The Consolidated Entity’s maximum exposure to credit risk for the components of the statement of
financial position at 30 June 2022 and 30 June 2021 is the carrying amounts as illustrated in Note 21
except for derivative financial instruments.
GENEX FY2022 - ANNUAL REPORT
82
Liquidity risk
Liquidity risk is the risk that a business will have insufficient funds to meet its financial commitments
in a timely manner. The two key elements of liquidity risk are short-term cash flow risk and long-term
funding risk. The Consolidated Entity monitors its risk of a shortage of funds using cash flow
forecasting and assessment of funding facilities.
The Consolidated Entity’s objective is to maintain a balance between continuity of funding and
flexibility through the use of debt facilities, operating cash flows and its available working capital. The
Consolidated Entity’s policy also requires the maintenance of a readily available liquidity buffer over
certain forecast periods to meet any unforeseen liquidity issues.
The table below summarises the maturity profile of the Consolidated Entity’s financial liabilities based
on contractual undiscounted payments:
30 JUNE 2022
ON
DEMAND
LESS THAN
3 MONTHS
3 TO 12
MONTHS
$
$
1 TO 5
YEARS
$
> 5 YEARS
TOTAL
$
$
Interest-bearing loans and borrowings
KS1 and JSP senior debt
KS1 and JSP subordinated debt
K2H senior debt
BBP senior debt
Interest
Interest rate swaps
Lease liabilities
Trade and other payables
Net liquidity exposure
-
-
-
-
-
-
-
-
-
1,604,196
17,283,432
-
-
741,346
-
160,096
13,634,135
33,423,205
5,357,183
-
-
2,320,000
2,215,637
-
481,350
-
155,045,571
-
51,569,029
-
5,407,691
-
1,213,603
-
10,374,170 213,235,894
-
-
162,006,950
17,283,432
152,930,539 204,499,568
10,320,000
11,730,724
(17,310,105)
5,474,439
13,634,135
150,605,874 407,639,143
8,000,000
3,366,050
(17,310,105)
3,619,390
-
30 JUNE 2021
ON
DEMAND
LESS THAN
3 MONTHS
3 TO 12
MONTHS
$
$
1 TO 5
YEARS
$
> 5 YEARS
TOTAL
$
$
Interest-bearing loans and borrowings
KS1 and JSP senior debt
KS1 and JSP subordinated debt
Interest
Interest rate swaps
Lease liabilities
Trade and other payables
Total liquidity exposure
-
-
-
-
-
-
-
852,029
-
1,193,320
-
199,164
11,919,572
14,164,085
5,835,956
1,047,571
3,506,958
-
638,944
-
11,029,429
161,605,396
20,408,923
12,016,971
-
3,650,167
-
197,681,457
-
-
-
6,487,752
1,765,428
-
8,253,180
168,293,381
21,456,494
16,717,249
6,487,752
6,253,703
11,919,572
231,128,151
GENEX FY2022 - ANNUAL REPORT
83
Changes in liabilities arising from financing activities
30 JUNE 2022
1 JULY 2021
Current
Interest-bearing loans and borrowings
KS1 and JSP senior debt
KS1 and JSP subordinated debt
K2H senior debt
BBP senior debt
Non-current
$
6,687,985
1,047,572
-
-
Interest-bearing loans and borrowings
Solar farms senior debt
Solar farms subordinated debt
161,605,396
20,408,922
PROCEEDS
FROM
BORROWINGS
$
REPAYMENT
OF
BORROWINGS
$
ESTABLISH-
MENT FEE
CAPITALISED
INTEREST
$
-
-
-
-
-
-
$
-
-
-
-
-
-
LOAN
RECLASSIFI-
CATION
$
NON-CASH
ADJUSTMENT
DUE TO EIR
$
30 JUNE 2022
$
8,273,880
-
20,408,922
1,609,671
-
2,320,000
-
-
6,961,379
17,180,165
-
2,320,000
(8,273,880)
(38,657)
153,292,859
(20,408,922)
-
-
(6,100,000)
2,040,413
-
(49,331)
198,350,237
(906,400)
-
(2,320,000)
15,486
7,109,086
-
-
-
-
-
-
(8,000,486)
(5,886,000)
-
-
-
-
-
-
Hydro senior debt
BBP senior debt
-
-
202,459,155
10,320,000
Total liabilities from financing activities
189,749,875
212,779,155
(13,886,486)
(7,006,400)
2,040,413
-
1,537,169
385,213,726
30 JUNE 2021
1 JULY 2020
Current
Interest-bearing loans and borrowings
$
PROCEEDS
FROM
BORROWINGS
$
REPAYMENT
OF
BORROWINGS
$
KS1 and JSP senior debt
KS1 and JSP subordinated debt
5,056,400
-
-
-
Non-current
Interest-bearing loans and borrowings
KS1 and JSP senior debt
160,105,867
6,969,168
KS1 and JSP subordinated debt
17,134,521
3,000,000
(4,539,446)
-
-
-
Total liabilities from financing activities
182,296,788
9,969,168
(4,539,446)
ESTABLISH-
MENT FEE
CAPITALISED
INTEREST
$
-
-
-
-
-
$
-
-
-
1,261,080
1,261,080
LOAN
RECLASSIFI-
CATION
$
NON-CASH
ADJUSTMENT
DUE TO EIR
$
30 JUNE 2021
$
6,687,985
1,047,572
(516,954)
-
6,687,985
1,047,572
(6,687,985)
(1,047,572)
1,218,346
161,605,396
60,893
20,408,922
-
762,285
189,749,875
GENEX FY2022 - ANNUAL REPORT
84
Note 22.
Fair value measurement
The following table provides the fair value measurement hierarchy of the Consolidated Entity’s
financial assets and financial liabilities.
AS AT 30 JUNE 2022
Assets measured at fair value
Interest rate swaps
Inventory
Liabilities for which fair values are disclosed
Interest-bearing loans and borrowings
Lease liabilities
AS AT 30 JUNE 2021
CARRYING
AMOUNT
$
17,310,105
172,500
385,213,726
3,517,508
CARRYING
AMOUNT
$
Liabilities measured at fair value
Interest rate swaps
Liabilities for which fair values are disclosed
Interest-bearing loans and borrowings
Lease liabilities
6,487,752
189,749,875
4,118,152
FAIR VALUE MEASUREMENT USING
QUOTED PRICE
IN ACTIVE
MARKETS
(LEVEL 1)
SIGNIFICANT
OBSERVABLE
INPUTS (LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)
$
-
-
-
$
17,310,105
172,500
385,213,726
3,517,508
$
-
-
-
FAIR VALUE MEASUREMENT USING
QUOTED PRICE
IN ACTIVE
MARKETS
(LEVEL 1)
SIGNIFICANT
OBSERVABLE
INPUTS (LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)
$
-
-
$
6,487,752
189,749,875
4,118,152
$
-
-
The fair values of cash, trade receivables, trade payables and other current financial assets and
liabilities approximate their carrying amounts largely due to the short-term maturities of these
instruments.
Interest rate swaps
The Consolidated Entity enters into derivative financial instruments principally with financial
institutions with investment grade credit ratings. Interest rate swaps are valued using valuation
techniques, which employ the use of market observable inputs. The most frequently applied valuation
techniques include forward pricing and swap models using present value calculations. The models
incorporate various inputs including the credit quality of counterparties, interest spot and forward
rates and yield curves. All derivative contracts are fully cash collateralised, thereby eliminating both
counterparty risk and the Consolidated Entity’s own non-performance risk. As at 30 June 2022, the
mark-to-market value of derivative positions is net of a credit valuation adjustment attributable to
derivative counterparty default risk. The changes in counterparty credit risk had no material effect on
the hedge effectiveness assessment for derivatives designated in hedge relationships and other
financial instruments recognised at fair value.
GENEX FY2022 - ANNUAL REPORT
85
Inventories
Inventories reflect LGCs. LGCs held for trading purposes are measured at fair value at the end of the
financial year, adjusted for known market forces with changes in fair value recognised in the statement
of profit and loss. LGCs are valued with reference to market spot price data.
There were no transfers between Level 1 and Level 2, and no transfers into or out of Level 3 during the
years ended 30 June 2022 and 30 June 2021.
There were no changes in the Consolidated Entity's valuation processes, valuation techniques, and
types of inputs used in the fair value measurements during the Period.
Note 23.
Equity
Share capital
Ordinary shares issued and fully paid
Other equity contribution
Total
30 JUNE 2022
30 JUNE 2021
Shares
1,385,177,140
-
1,385,177,140
$
240,572,998
1,500,000
242,072,998
Shares
1,069,900,045
-
1,069,900,045
$
195,786,112
-
195,786,112
During the year ended 30 June 2022, the share capital was increased by $46,286,886 by the issue of
315,277,095 ordinary shares from a share placement and share purchase plan; and other equity
contribution of $1,500,000 from J-POWER following the execution of a joint development agreement
for the K3W project which resulted in the reclassification of $250,000 of liability to equity, and the
further contribution of $1,250,000 during the Period.
DATE
SHARES
ISSUE PRICE
$
At 1 July 2020
Equity raising
Share purchase plan
Equity raising
Equity raising
Equity raising
Equity raising fees
At 30 June 2021
Equity raising
Share purchase plan
Other equity contribution
Equity raising fees
At 30 June 2022
17/08/2020
7/09/2020
6/04/2021
23/04/2021
18/05/2021
28/02/2022
22/03/2022
401,841,355
96,712,552
12,952,092
280,033,073
171,370,968
106,990,005
1,069,900,045
266,666,667
48,610,428
1,385,177,140
$0.22
$0.22
$0.20
$0.20
$0.23
$0.15
$0.14
TOTAL
$
62,542,338
21,276,761
2,849,500
56,006,615
34,274,194
25,000,000
(6,163,296)
195,786,112
40,000,000
7,004,800
1,500,000
(2,217,914)
242,072,998
GENEX FY2022 - ANNUAL REPORT
86
Option reserves
At 1 July 2020
Share-based payments expense during the year
At 30 June 2021
Share-based payments expense during the year
At 30 June 2022
Share-based payments
SHARE-BASED PAYMENT
$
4,448,542
79,605
4,528,147
-
4,528,147
The share-based payments reserve is used to recognise the value of equity-settled share-based
payments provided to Directors and employees, including KMP, as part of their remuneration. Refer to
Note 9 for further details of these plans.
OCI
The only OCI item in equity is the cash flow hedge reserve originated from interest rate swap
contracts. At 30 June 2022, the net of tax value is $17,310,105 (30 June 2021: ($6,487,752)).
Note 24.
Information relating to Genex Power Limited (Parent Entity)
Current assets
Total assets
Current liabilities
Total liabilities
Share capital
Option reserves
Accumulated losses
Total Equity
FOR THE YEAR ENDED 30 JUNE
Loss after income tax expense
Total comprehensive loss of the Parent Entity
30 JUNE 2022
$
18,049,792
202,445,605
1,943,315
2,130,587
240,572,998
(44,786,127)
4,528,147
200,315,018
2022
$
19,242,252
19,242,252
30 JUNE 2021
$
7,828,252
178,775,718
43,913,912
44,482,014
195,786,112
(66,020,555)
4,528,147
134,293,704
2021
$
41,595,702
41,595,702
The Parent Entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.
GENEX FY2022 - ANNUAL REPORT
87
Note 25.
Auditors' remuneration
The auditor of the Consolidated Entity is Ernst & Young Australia.
FOR THE YEAR ENDED 30 JUNE
Fees for auditing the statutory financial report of the Consolidated Entity
Fees for other assurance and agreed-upon-procedures services under
other legislation or contractual arrangements where there is discretion
as to whether the service is provided by the auditor or another firm
Other services:
Tax compliance
Transactional tax services
Advisory
Total
Note 26.
Commitments and contingencies
Capital commitments
2022
$
203,865
17,160
41,400
57,000
150,008
469,433
2021
$
229,334
10,400
39,500
142,156
-
421,390
At 30 June 2022, the Consolidated Entity has capital commitments of $437,855,756 (30 June 2021:
$627,310,230), comprising K2H of $389,440,369 and BBP of $48,415,387.
Note 27.
Related party transactions
Note 6 provides information about the Consolidated Entity’s structure, including details of the Parent
Entity and the subsidiaries. The following table provides the total amount of transactions that have
been entered into with related parties for the relevant financial year.
Electric Power Development Co., Ltd
PURCHASES FROM
RELATED PARTIES
$
258,718
AMOUNTS OWED TO
RELATED PARTIES13
$
20,000
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties.
Commitments with related parties
The Consolidated Entity has entered into a Technical Services Agreement with J-POWER whereby J-
POWER shall provide technical support to the Consolidated Entity for the construction of the K2H
project. Under the agreement, the Consolidated Entity is committed to pay an amount of $20,000 per
month (plus GST) for the duration of the construction period of the K2H project. Payments made during
the Period also include amounts accrued but unpaid as at 30 June 2021 following commencement of
construction of K2H on 28 April 2021.
13 The amounts are classified as trade payables
GENEX FY2022 - ANNUAL REPORT
88
Transactions with KMP
In December 2021, the Company entered into a Consultancy Services Contract with Simon Kidston on
an arm's length basis to provide consulting services in the fields of investor relations, equity capital
markets, media, stakeholder liaison and strategy, in addition to his role as a NED. The contract
provides for an hourly rate of $250 plus GST and an overall cap of $48,000 plus GST, unless varied by
mutual agreement. The term is six months commencing 1 January 2022 and expires on 30 June 2022
During the year ended 30 June 2022, the total amount of transactions under the Consultancy Services
Contract, was $61,563.
Compensation of KMP of the Consolidated Entity
Disclosures relating to KMP remuneration are set out in the Remuneration Report.
Note 28.
Events after the reporting period
The following material events have occurred since Period end:
• Completion of the acquisition of the BCP (refer ASX Announcement dated 10 and 11 August
2022);
• Completion of the drawdown of the new subordinated loan facility with Infradebt and the
refinancing of the existing subordinated loan facility with Clean Energy Finance Corporation
(refer ASX Announcement dated 16 August 2022);
• On 25 July 2022, the Company received a non-binding indicative proposal from the Consortium
of Skip Essential Infrastructure Fund and Stonepeak Partners LLC for the acquisition of 100%
of Genex shares at a price of $0.23 per share. Since the proposal was received:
o On 1 August 2022, the Company announced that its Board had rejected the proposal on
the basis that it undervalued Genex and therefore was not in the best interest of
shareholders, but that it was willing to engage constructively with the Consortium to
explore whether the Consortium can submit a revised proposal that is capable of being
recommended to Genex shareholders by the Board; and
o On 17 August 2022, the Company announced that it had received a revised non-binding
indicative proposal from the Consortium for the acquisition of 100% of Genex shares at
a price of $0.25 per share and otherwise on similar terms to the initial proposal. The
announcement noted that after careful consideration of the revised proposal (including
consultation with Genex’s advisers), the Board considered that it is in the interests of
Genex shareholders as a whole to engage further with the Consortium. Accordingly, the
Board decided to provide the Consortium with the opportunity to conduct confirmatory
due diligence in order to assist the Consortium to provide a binding proposal to the
Board. The provision of due diligence was to be on a non-exclusive basis and subject to
the terms of a confidentiality agreement between the Consortium and Genex.
GENEX FY2022 - ANNUAL REPORT
89
Other than as disclosed above, there have been no other material events or circumstances which have
arisen since 30 June 2022 that have significantly affected, or may significantly affect the Consolidated
Entity’s operations, the results of those operations, or the Consolidated Entity’s state of affairs in
future financial years.
Note 29.
Standards issued but not yet effective14
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the
requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement;
• That a right to defer must exist at the end of the reporting period;
• That classification is unaffected by the likelihood that an entity will exercise its deferral right;
and
• That only if an embedded derivative in a convertible liability is itself an equity instrument would
the terms of a liability not impact its classification.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and
must be applied retrospectively.
The Consolidated Entity is currently assessing the impact the amendments will have on current
practice under its accounting policies.
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
In May 2020, the IASB issued Property, Plant and Equipment — Proceeds before Intended Use, which
prohibits entities deducting from the cost of an item of property, plant and equipment, any proceeds
from selling items produced while bringing that asset to the location and condition necessary for it to
be capable of operating in the manner intended by management. Instead, an entity recognises the
proceeds from selling such items, and the costs of producing those items, in profit or loss.
The amendment is effective for annual reporting periods beginning on or after 1 January 2022 and must
be applied retrospectively to items of property, plant and equipment made available for use on or after
the beginning of the earliest period presented when the entity first applies the amendment.
The Consolidated Entity is currently assessing the impact the amendments will have on current
practice under its accounting policies.
14 Include standards that are only applicable to the Consolidated Entity
GENEX FY2022 - ANNUAL REPORT
90
IFRS 9 Financial Instruments – Fees in the “10 per cent” test for derecognition of financial liabilities
As part of its 2018-2020 annual improvements to IFRS standards process the IASB issued an
amendment to IFRS 9. The amendment clarifies the fees that an entity includes when assessing
whether the terms of a new or modified financial liability are substantially different from the terms of
the original financial liability. These fees include only those paid or received between the borrower and
the lender, including fees paid or received by either the borrower or lender on the other’s behalf. An
entity applies the amendment to financial liabilities that are modified or exchanged on or after the
beginning of the annual reporting period in which the entity first applies the amendment.
The amendment is effective for annual reporting periods beginning on or after 1 January 2022 with
earlier adoption permitted. The Consolidated Entity will apply the amendments to financial liabilities
that are modified or exchanged on or after the beginning of the annual reporting period in which the
entity first applies the amendment.
The amendments are not expected to have a material impact on the Consolidated Entity.
Definition of Accounting Estimates – Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of
“accounting estimates”. The amendments clarify the distinction between changes in accounting
estimates and changes in accounting policies and the correction of errors. Also, they clarify how
entities use measurement techniques and inputs to develop accounting estimates.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and
apply to changes in accounting policies and changes in accounting estimates that occur on or after
the start of that period. Earlier application is permitted as long as this fact is disclosed.
The amendments are not expected to have a material impact on the Consolidated Entity.
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making
Materiality Judgements, in which it provides guidance and examples to help entities apply materiality
judgements to accounting policy disclosures. The amendments aim to help entities provide
accounting policy disclosures that are more useful by replacing the requirement for entities to disclose
their “significant” accounting policies with a requirement to disclose their “material” accounting
policies and adding guidance on how entities apply the concept of materiality in making decisions
about accounting policy disclosures.
The amendments to IAS 1 are applicable for annual periods beginning on or after 1 January 2023 with
earlier application permitted. Since the amendments to the Practice Statement 2 provide non-
mandatory guidance on the application of the definition of material to accounting policy information,
an effective date for these amendments is not necessary.
The Consolidated Entity is currently assessing the impact of the amendments to determine the impact
they will have on the Consolidated Entity’s accounting policy disclosures.
GENEX FY2022 - ANNUAL REPORT
91
8. DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of Genex Power Limited, I state that:
1. In the opinion of the Directors:
(a) the financial statements and notes of Genex Power Limited for the financial year ended 30
June 2022 are in accordance with the Corporations Act 2001, including:
i.
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June
2022 and of its performance for the year ended on that date; and
ii.
complying with Accounting Standards and the Corporations Regulations 2001; and
(b) the financial statements and notes also comply with International Financial Reporting
Standards as disclosed in Note 2.1; and
(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.
2. This declaration has been made after receiving the declarations required to be made to the Directors
by the Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the
Corporations Act 2001 for the financial year ended 30 June 2022.
On behalf of the Board
Dr Ralph Craven
Independent Non-executive Chairman
29 August 2022
Sydney, Australia
GENEX FY2022 - ANNUAL REPORT
92
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent auditor’s report to the members of Genex Power Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Genex Power Limited (“the Company”) and its subsidiaries
(collectively “the Group”), which comprises the consolidated statement of financial position as at 30
June 2022, the consolidated statement of profit & loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year
then ended, notes to the financial statements, including a summary of significant accounting policies,
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2022
and of its consolidated financial performance for the year ended on that date; and
b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 2
Carrying Value of Property, Plant and Equipment
Why significant
How our audit addressed the key audit matter
At 30 June 2022, the Group recognised
Property, Plant and Equipment of $452.0m.
The recognition and recoverability of the
Group’s Property, Plant and Equipment was
considered a Key Audit Matter due to the
value of the asset relative to total assets,
and the significant judgements and
assumptions involved in the Group’s
assessment of whether any indicators of
impairment were present, as required by
Australian Accounting Standards.
Our audit procedures included the following:
- We selected a sample of the construction costs
capitalised to Property, Plant and Equipment
and agreed these to the supporting supplier
invoices, cash payments and assessed whether
the cost was appropriately capitalised in
accordance with Australian Accounting
Standards.
- We assessed whether the methodology and
factors considered by the Group to identify
indicators of impairment or impairment
reversals met the requirements of Australian
Accounting Standards.
- We evaluated the adequacy of the Property,
Plant and Equipment related disclosures in the
financial report including those made with
respect to judgements and estimates.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s 2022 annual report, but does not include the financial report and
our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 3
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
► Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 4
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 29 to 34 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of Genex Power Limited for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
Ryan Fisk
Partner
Sydney
29 August 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
10. CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement (CGS) is provided by the Directors of Genex pursuant to ASX Listing Rule 4.10.3 and reports against
the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations’ 4th Edition (the Recommendations)
including the 8 principles and 35 specific recommendations included therein. This is the third time the Company has reported against the
4th Edition of the Recommendations. This CGS was approved by a resolution of the Board of the Company dated 29 August 2022 and is
effective as at the same date and is in addition to and supplements the Company’s Appendix 4G which is lodged with the ASX together
with this Annual Report to Shareholders.
PRINCIPLE 1:
LAY SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
Recommendations
A listed entity should have and disclose a
board charter setting out:
1.1
(a) the respective roles and responsibilities of
its board and management; and
(b) those matters expressly reserved to the
board and those delegated to
management.
A LISTED ENTITY SHOULD CLEARLY DELINEATE THE RESPECTIVE ROLES AND RESPONSIBILITIES OF
ITS BOARD AND MANAGEMENT AND REGULARLY REVIEW THEIR PERFORMANCE.
(a) The Company’s Corporate Governance Plan includes a Board Charter, which discloses the specific
responsibilities and functions of the Board and provides that the Board shall delegate responsibility for
the day-to-day operations and administration of the Company to the Managing Director (MD) or
equivalent which is currently the CEO, Mr James Harding.
The Board Charter also specifically outlines the role of the Board, the Company’s Chair, Individual
Directors and the MD/CEO. Each function and its responsibility are outlined in the Board Charter and in
various sections of this this Corporate Governance Statement, both of which are available on the
Company’s website.
The role and responsibility of the Board, the Company’s Chair, Individual Directors and the MD/CEO is
outlined in the following paragraphs of the Company’s Board Charter:
• The Board – Paragraph 3.1;
• The Chair – Paragraph 8.1;
• The Individual Directors – Paragraph 8.2; and
• The MD/CEO – Paragraph 8.3.
(b) The Board is responsible for, and has the authority to determine, all matters relating to the strategic
direction, purpose, values, policies, practices, goals for management and the operation of the Company.
Without intending to limit this general role of the Board, the specific functions and responsibilities of
the Board include those matters particularised in paragraph 3.1 of the Company’s Board Charter.
The MD/CEO is separately responsible for the ongoing management of the Company in accordance with
the strategy, purpose, values, policies and programs approved by the Board as outlined in paragraph 8.3.
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PRINCIPLE 1:
LAY SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
A listed entity should:
1.2
A LISTED ENTITY SHOULD CLEARLY DELINEATE THE RESPECTIVE ROLES AND RESPONSIBILITIES OF
ITS BOARD AND MANAGEMENT AND REGULARLY REVIEW THEIR PERFORMANCE.
(a) Prior to the nomination of prospective on-executive directors for election or re-election, the Board
must obtain from the prospective candidate:
(a) undertake appropriate checks before
appointing a director or senior executive,
or putting someone forward for election as
a director; and
(b) provide securityholders with all material
information in its possession relevant to a
decision on whether or not to elect or re-
elect a director.
• details of other commitments of the prospective candidate (including the potential for any
actual or perceived conflicts of interest at the time of the candidate’s appointment or in the
foreseeable future) and an indication of the time involved; and
an acknowledgement that the prospective candidate will have sufficient time to meet the
requirements of non-executive directors of the Company.
•
All of the Company’s current Directors have undergone bankruptcy and police checks and appropriate
checks will also be undertaken prior to the appointment of any new directors to the Board or any new
candidates for election.
(b) When a candidate is placed before shareholders for election or re-election as a director, the names of
candidates submitted is accompanied by the following information to enable shareholders to make an
informed decision in relation to that vote:
• biographical details, including competencies and qualifications and information sufficient to
enable an assessment of the independence of the candidate;
• details of relationships between the candidate and the Company, and the candidate and
Directors of the company;
• whether the Board considers the person to be independent;
• other directorships held;
• particulars of other positions which involve significant time commitments;
•
•
the term of office currently served by any director subject to re-election;
for new candidates, confirmation that the Company has conducted appropriate checks into the
candidate’s background and experience and whether those checks have revealed any
information of concern that might affect the person’s ability to perform the role or a
shareholder’s decision on how to vote on a resolution for the appointment of that candidate;
a statement as to whether the Board supports the election or re-election of the candidate and
the reasons why; and
any other particulars required by law.
•
•
1.3
A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
The Company had Executive Services Agreements in place with each of its previous Executive Directors
(noting that the Board now only comprises non-executive directors), and currently has Executive Service
Agreements in place with its CEO, COO and CFO. In addition, the Company has a Letter of Appointment
with each of its Non-executive Directors other than Mr Yongqing Yu and Mr Kenichi Seshimo who are
shareholder representatives and do not receive any remuneration from Genex. All remunerated
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PRINCIPLE 1:
LAY SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
A LISTED ENTITY SHOULD CLEARLY DELINEATE THE RESPECTIVE ROLES AND RESPONSIBILITIES OF
ITS BOARD AND MANAGEMENT AND REGULARLY REVIEW THEIR PERFORMANCE.
Directors provide their services as directors to the entity in an individual capacity and may also provide
any additional exertion type services through a service entity.
1.4
The company secretary of a listed entity
should be accountable directly to the board,
through the chair, on all matters to do with the
proper functioning of the board.
The Secretary is accountable to the Board through the Chair on all governance matters and also on all
matters to do with the proper functioning of the Board. The Secretary is generally responsible for
carrying out the administrative and legislative requirements of the Board. The Secretary holds primary
responsibility for ensuring that the Board processes, procedures and policies run efficiently and
effectively, and the Secretary’s role of responsibilities is outlined in paragraph 8.4 of the Board Charter.
1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) Through its board or a committee of the
board, set measurable objectives for
achieving gender diversity in the
composition of its board, senior executives
and workforce generally; and
(a) The Company has established a Diversity Policy as part of its Corporate Governance Plan. The Policy
details the Board’s commitment to providing an inclusive workplace and recognises the value that a
workforce made up of individuals with diverse skills, values, backgrounds and experiences can bring to
the Company. The Company has a commitment to gender diversity and female participation is sought in
all areas of the Company’s business. Decisions relating to promotion, leadership development and
flexible work arrangements are based on merit and reinforce the importance of equality in the
workplace. Ongoing monitoring of company policies and culture is undertaken to make sure they do not
hold any group back in their professional development.
(c) disclose in relation to each reporting
period:
(b) While the Company has not yet set measurable objectives for achieving gender diversity with respect
to the composition of its board, senior executives or workforce generally, the Company aims to achieve
gender diversity in all areas of its business.
(1) the measurable objectives set for that
period to achieve gender diversity;
(2) the entity’s progress towards achieving
those objectives; and
(3) either:
(A) the respective proportions of men
and women on the board, in senior
executive positions and across the
whole workforce (including how the
entity has defined “senior
executive” for these purposes); or
(c)(1) As stated in (b) above, the Company has not yet set measurable objectives in terms of a specific
quota or ratio but adopts an approach of aiming to achieve gender diversity in every new appointment to
the board, at senior executive level or in the workforce generally.
(c) (2) The Company is making progress towards gender diversity with female board and senior executive
appointments. The Company will continue to strive for gender diversity and will establish measurable
objectives for achieving gender diversity when it has grown to a point where it is appropriate to do so.
The Board regularly reviews its policy and practical approach in achieving gender diversity to determine
its adequacy for current circumstances and make appropriate recommendations where required. The
Company’s Corporate Governance Statement each year contains an update on the Company’s
compliance with the ASX’s recommendations and the Company’s Diversity Policy.
Each year, the Company reviews and, where appropriate, updates its Diversity Policy to ensure that it
not only reflects the Company’s approach to gender diversity but also to state that in employing new
people it recognises that people differ not just on the basis of gender, race or ethnicity, but also other
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PRINCIPLE 1:
LAY SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
(B) if the entity is a “relevant employer”
under the Workplace Gender
Equality Act, the entity’s most
recent “Gender Equality Indicators”,
as defined in and published under
that Act.
A LISTED ENTITY SHOULD CLEARLY DELINEATE THE RESPECTIVE ROLES AND RESPONSIBILITIES OF
ITS BOARD AND MANAGEMENT AND REGULARLY REVIEW THEIR PERFORMANCE.
dimensions such as lifestyle, cultural or socio-economic background, education, physical ability, age,
marital or and family status, perspective and experience.
The latest version of the policy also reflects the Company’s expanded approach to ensure a culture that
supports diversity. The Company supports flexible work practices (including part time positions) to best
accommodate business, family or personal choices where practicable and aims to provide opportunities
for employees on extended parental leave to maintain their connection with the entity, for example, by
offering them the option (without any obligation) to receive all-staff communications and to attend work
functions and training programs.
In order to have an inclusive workplace, discrimination, harassment, vilification and victimisation cannot
and will not be tolerated.
(c)(3)(A) The Company currently has 15 employees and 3 consultants with 6 of these in total, women. The
Company has 4 women in Senior Executive positions with the definition of a “senior executive” according
to generally well-known market practice and definitions. The Company has 1 female director. This will
continue to be reviewed in accordance with each review of the Board’s skills and requirements in
accordance with the Company’s Diversity Policy.
(c)(3)(B) The entity is not a “relevant employer”.
1.6
A listed entity should:
(a) The Chair is responsible for overseeing the:
(a) have and disclose a process for periodically
evaluating the performance of the board,
its committees and individual directors;
and
(b) disclose for each reporting period, whether
a performance evaluation has been
undertaken in accordance with that
process during or in respect of that period.
•
•
evaluation and review of the performance of the Board and its committees (other than the
Chair); and
evaluation and review of the performance of individual Directors (other than the Chair);
The Chair should disclose the process for evaluating the performance of the Board, its committees and
individual Directors.
The Board (other than the Chair) is responsible for the:
•
•
evaluation and review of the performance of the Chair; and
review of the effectiveness and programme of Board meetings.
The process for the performance evaluation of the Board, its Committees and Directors generally
involves an internal review. From time to time as the Company’s needs and circumstances require, the
Board may commission an external review of the Board, and its composition.
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PRINCIPLE 1:
LAY SOLID FOUNDATIONS FOR MANAGEMENT
AND OVERSIGHT
A LISTED ENTITY SHOULD CLEARLY DELINEATE THE RESPECTIVE ROLES AND RESPONSIBILITIES OF
ITS BOARD AND MANAGEMENT AND REGULARLY REVIEW THEIR PERFORMANCE.
1.7
A listed entity should:
(a) have and disclose a process for evaluating
the performance of its senior executives at
least once every reporting period; and
(b) disclose for each reporting period, whether
a performance evaluation has been
undertaken in accordance with that
process during or in respect of that period.
PRINCIPLE 2:
STRUCTURE THE BOARD TO BE EFFECTIVE
AND ADD VALUE
Recommendations
The board of a listed entity should:
2.1
(a) have a nomination committee which:
(1) has at least three members, a majority
of whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
(b) An outsourced external review of the Board was undertaken in early 2022 in accordance with the
Company’s formal protocols.
(a) The Board will monitor the performance of senior management, including measuring actual
performance against planned performance. The Board Charter sets out the process to be followed in
evaluating the performance of senior executives. Each senior executive is required to participate in a
formal review process which assesses individual performance against predetermined objectives.
(b) A formal evaluation occurred immediately post the end of FY2022 in accordance with formal
protocols established by the Company.
THE BOARD OF A LISTED ENTITY SHOULD BE OF AN APPROPRIATE SIZE AND COLLECTIVELY HAVE
THE SKILLS, COMMITMENT AND KNOWLEDGE OF THE ENTITY AND THE INDUSTRY IN WHICH IT
OPERATES, TO ENABLE IT TO DISCHARGE ITS DUTIES EFFECTIVELY, AND TO ADD VALUE.
(a) The Board, as a whole, currently serves as the Company’s Nomination Committee. Terms and
conditions of employees are negotiated by the MD/CEO for recommendation to the Board. As the
Company grows in size it is planned that the Company will implement a separate Nomination Committee
with its own separate Nomination Committee charter.
(b) While the Board does not currently comply with this recommendation, given the stage of the
Company’s operations and relatively small number of employees, the Board is of the view that it is
currently structured in such a way so as to add value and is appropriate for the complexity of the
business at this time.
The Board shall ensure that, collectively, it has the appropriate range of skills and expertise to properly
fulfil its responsibilities, including:
accounting;
finance;
•
•
• business;
•
legal, regulatory and compliance;
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PRINCIPLE 2:
STRUCTURE THE BOARD TO BE EFFECTIVE
AND ADD VALUE
THE BOARD OF A LISTED ENTITY SHOULD BE OF AN APPROPRIATE SIZE AND COLLECTIVELY HAVE
THE SKILLS, COMMITMENT AND KNOWLEDGE OF THE ENTITY AND THE INDUSTRY IN WHICH IT
OPERATES, TO ENABLE IT TO DISCHARGE ITS DUTIES EFFECTIVELY, AND TO ADD VALUE.
attendances of the members at those
meetings; OR
(b) if it does not have a nomination committee,
disclose that fact and the processes it
employs to address board succession
issues and to ensure that the board has the
appropriate balance of skills, knowledge,
experience, independence and diversity to
enable it to discharge its duties and
responsibilities effectively.
the renewable energy industry;
•
• Managing Director / CEO level experience; and
•
relevant technical expertise.
The Board shall review the range of expertise of its members on a regular basis and ensure that it has
operational and technical expertise relevant to the operation of the Company.
2.2
A listed entity should have and disclose a
board skills matrix setting out the mix of skills
that the board currently has or is looking to
achieve in its membership.
The Board will determine the procedure for the selection and appointment of new Directors and the re-
election of incumbents in accordance with the Company’s Constitution, the ASX Listing Rules and having
regard to the ability and independence of the individual to contribute to the ongoing effectiveness of the
Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements
of the role effectively and to contribute to the development of the strategic direction, purpose and
values of the Company.
The Board shall ensure that, collectively, it has the appropriate range of skills and expertise to properly
fulfil its responsibilities, including:
accounting;
finance;
•
•
• business;
•
•
• Managing Director-level experience; and
•
legal, regulatory and compliance
the renewable energy industry;
relevant technical expertise.
The mix of skills of the current Board is set out on the Company’s website.
2.3
A listed entity should disclose:
(a) the names of the directors considered by
the board to be independent directors;
(a) Currently only 2 of the 6 Directors are considered to be independent given that Simon Kidston and
Ben Guo were previously Executive Directors and Kenichi Seshimo and Yongqing Yu are representatives
of large shareholders of the Company. The independent Directors are Dr Ralph Craven, the Company’s
Non-Executive Chair, and Ms Teresa Dyson, both Non-Executive Directors.
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PRINCIPLE 2:
STRUCTURE THE BOARD TO BE EFFECTIVE
AND ADD VALUE
(b) if a director has an interest, position or
relationship of the type described in
Box 2.3 but the board is of the opinion that
it does not compromise the independence
of the director, the nature of the interest,
position or relationship in question and an
explanation of why the board is of that
opinion; and
(c) the length of service of each director.
THE BOARD OF A LISTED ENTITY SHOULD BE OF AN APPROPRIATE SIZE AND COLLECTIVELY HAVE
THE SKILLS, COMMITMENT AND KNOWLEDGE OF THE ENTITY AND THE INDUSTRY IN WHICH IT
OPERATES, TO ENABLE IT TO DISCHARGE ITS DUTIES EFFECTIVELY, AND TO ADD VALUE.
(b) Not applicable. While each of the Directors have received grants of options approved by shareholders
in the past, these have not had any specific performance hurdles or vesting milestones attached other
than an exercise price well above the share price as at the date of the grant. Additionally, while the
independent Directors have received payments for services rendered over and above their duties as
Non-executive Independent Directors, these are not performance-based payments but payments for
actual exertion services provided on an arm’s length basis and not of sufficient duration for the
independence of these directors to be compromised.
(c) The Directors were appointed to the Board as follows:
Dr Ralph Craven – 29 May 2015
Mr Simon Kidston - 1 August 2013
Mr Ben Guo – 25 October 2013
Mr Yongqing Yu – 8 February 2016
Ms Teresa Dyson – 7 May 2018
Mr Kenichi Seshimo – 18 May 2021
2.4
A majority of the board of a listed entity should
be independent directors.
The Company does not currently have a majority of independent directors however the Board is of the
view that notwithstanding that it does not currently comply with this recommendation it nonetheless
has the appropriate mix of skills and experience for the Company’s present stage of operations. The
Company does however have a majority of non-executive directors with all 6 filling that role.
2.5
2.6
The chair of the board of a listed entity should
be an independent director and, in particular,
should not be the same person as the CEO of
the entity.
A listed entity should have a program for
inducting new directors and for periodically
reviewing whether there is a need for existing
directors to undertake professional
development to maintain the skills and
knowledge needed to perform their role as
directors effectively.
The Company’s current Chair is Dr Ralph Craven who is an independent director and is not engaged in any
executive role within the Company.
Pursuant to the Company’s Board Charter the Board must implement an appropriate induction and
education process for new Board appointees and senior executives to enable them to gain a better
understanding of:
•
•
•
•
the Company’s financial, strategic, operational and risk management position;
the rights, duties and responsibilities of the directors;
the roles and responsibilities of senior executives; and
the role of Board committees.
Existing directors are required to participate in development initiatives from time to time including in
relation to health and safety.
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PRINCIPLE 3:
INSTIL A CULTURE OF ACTING LAWFULLY,
ETHICALLY AND RESPONSIBLY
Recommendations
A listed entity should articulate and disclose
its values.
3.1
A LISTED ENTITY SHOULD INSTIL AND CONTINUALLY REINFORCE A CULTURE ACROSS THE
ORGANISATION OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY.
(a) The Company’s Corporate Governance Plan includes the following policies and charters which provide
a framework for decisions and actions in relation to ethical conduct in employment.
• Board Charter;
• Audit and Risk Management Committee Charter;
• Code of Conduct – Obligations to Stakeholders;
• Code of Conduct – Directors and Key Officers;
• Continuous Disclosure;
• People and Remuneration Committee Charter;
• Securities Trading Policy;
• Diversity Policy;
• Whistleblower Policy; and
• Climate Change Policy.
3.2
A listed entity should:
(a) The Company has a “Code of Conduct for Directors and Key Officers” which includes senior executives
and employees; and
(b) A copy of each policy including the codes of conduct relating to Directors, Senior Executives and
employees is available on the Company’s website.
(a) have and disclose a code of conduct for its
directors, senior executives and
employees; and
(b) ensure that the board or a committee of
the board is informed of any material
breaches of that code.
(b) Any material breaches of this policy are brought directly before the Board.
3.3
A listed entity should:
(a) The Company has a whistleblower policy; and
(a) have and disclose a whistleblower policy;
(b) Any material breaches of this policy are brought directly before the Board.
and
(b) ensure that the board or a committee of
the board is informed of any material
incidents reported under that policy.
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PRINCIPLE 3:
INSTIL A CULTURE OF ACTING LAWFULLY,
ETHICALLY AND RESPONSIBLY
A listed entity should:
3.4
(a) have and disclose an anti-bribery and
A LISTED ENTITY SHOULD INSTIL AND CONTINUALLY REINFORCE A CULTURE ACROSS THE
ORGANISATION OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY.
(a) The Company has a policy titled “Code of Conduct – the Company’s obligations to Stakeholders” which
operates as the Company’s anti-bribery and corruption policy; and
corruption policy; and
(b) Any material breaches of this policy are brought directly before the Board.
(b) ensure that the board or a committee of
the board is informed of any material
breaches of that policy.
PRINCIPLE 4:
SAFEGUARD THE INTEGRITY OF CORPORATE
REPORTS
Recommendations
The board of a listed entity should:
4.1
(a) have an audit committee which:
(1) has at least three members, all of whom
are non-executive directors and a
majority of whom are independent
directors; and
(2) is chaired by an independent director,
who is not the chair of the board, and
disclose:
(3) the charter of the committee;
(4) the relevant qualifications and
experience of the members of the
committee; and
(5) in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
A LISTED ENTITY SHOULD HAVE APPROPRIATE PROCESSES TO VERIFY THE INTEGRITY OF ITS
CORPORATE REPORTS.
(a) The Company has an Audit and Risk Management Committee which:
(1) has 3 members being Ms Teresa Dyson, Dr Ralph Craven and Mr Kenichi Seshimo. All of the committee
members are non-executive directors and a majority of the committee being Ms Teresa Dyson and Dr
Ralph Craven are independent.
(2) is chaired by an independent director being Ms Teresa Dyson who is not the Chair of the board.
(3) A copy of the policy titled “Charter of the Audit and Risk Management Committee of Genex Power
Limited” is available on the Company’s website.
(4) The relevant qualifications and experience of the Committee members is available on the Company’s
website.
(5) The Committee met 6 times in the financial year with all persons who were members of the
committee at the time meeting each meeting was held being in attendance.
(b) Not applicable.
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A LISTED ENTITY SHOULD HAVE APPROPRIATE PROCESSES TO VERIFY THE INTEGRITY OF ITS
CORPORATE REPORTS.
The Board ensures and has received on each occasion that it approves the Company’s statutory
accounts, the appropriate declarations and assurances including a declaration from the CEO and CFO
that the Company’s accounts have been kept in accordance with section 295A of the Corporations Act
2001 and received such declarations in the financial year.
PRINCIPLE 4:
SAFEGUARD THE INTEGRITY OF CORPORATE
REPORTS
attendances of the members at those
meetings; OR
(b) if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
The board of a listed entity should, before it
approves the entity’s financial statements for
a financial period, receive from its CEO and
CFO a declaration that, in their opinion, the
financial records of the entity have been
properly maintained and that the financial
statements comply with the appropriate
accounting standards and give a true and fair
view of the financial position and performance
of the entity and that the opinion has been
formed on the basis of a sound system of risk
management and internal control which is
operating effectively.
4.2
4.3
A listed entity should disclose its process to
verify the integrity of any periodic corporate
report it releases to the market that is not
audited or reviewed by an external auditor.
The Company ensures that a copy of every announcement to the market is sent to every Board member
and senior executive for review and comment prior to release to the ASX which includes the Company’s
Appendix 4C and associated commentary every quarter. The Board is of the view that having each
announcement reviewed includes an appropriate and necessary level of oversight of all statements
made to the market.
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PRINCIPLE 5:
MAKE TIMELY AND BALANCED DISCLOSURE
Recommendations
A listed entity should have and disclose a
written policy for complying with its
continuous disclosure obligations under listing
rule 3.1.
A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have been
made.
A LISTED ENTITY SHOULD MAKE TIMELY AND BALANCED DISCLOSURE OF ALL MATTERS
CONCERNING IT THAT A REASONABLE PERSON WOULD EXPECT TO HAVE A MATERIAL EFFECT ON
THE PRICE OR VALUE OF ITS SECURITIES.
The Company has a continuous disclosure program/policy in place designed to ensure compliance with
the ASX Listing Rules on continuous disclosure and to ensure accountability at a senior executive level
for compliance and factual presentation of the Company’s financial position.
The Company Secretary ensures that a copy of all market announcements is provided to the Board
either immediately before or immediately after release to the ASX. This practice has been adopted by
the Company since its listing in 2015.
A listed entity that gives a new and substantive
investor or analyst presentation should
release a copy of the presentation materials
on the ASX Market Announcements Platform
ahead of the presentation.
As stated in the responses to 4.3 and 5.2, the Company ensures that a copy of every announcement to
the market is sent to every Board member and senior executive for review and comment prior to release
to the ASX which includes any new and substantive investor presentation. The Company Secretary also
ensures that a copy of the investor presentation is provided to the Board either immediately before or
immediately after release to the ASX.
PRINCIPLE 6:
RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendations
A listed entity should provide information
about itself and its governance to investors via
its website.
A listed entity should have an investor
relations program that facilitates effective
two-way communication with investors.
A listed entity should disclose how it
facilitates and encourages participation at
meetings of security holders.
A LISTED ENTITY SHOULD PROVIDE ITS SECURITY HOLDERS WITH APPROPRIATE INFORMATION AND
FACILITIES TO ALLOW THEM TO EXERCISE THEIR RIGHTS AS SECURITY HOLDERS EFFECTIVELY.
The Company’s Corporate Governance Plan includes a shareholder communications strategy which aims
to ensure that shareholders are informed of all major developments affecting the Company’s state of
affairs. This is contained within the Company’s policies titled “Code of Conduct – Obligations to
Stakeholders” and “Corporate Governance Policy – Continuous Disclosure”. The policies are available on
the Company’s website.
The Company’s Corporate Governance Plan includes a shareholder communications strategy which is
outlined in 6.1.
The Company’s Corporate Governance Plan includes a shareholder communications strategy which is
outlined in 6.1. The Company also encourages shareholders to attend the Company’s Annual General
Meeting (AGM) in person and to ask questions of the Board and the Auditor and/or to submit questions in
writing in advance.
5.1
5.2
5.3
6.1
6.2
6.3
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107
6.4
6.5
PRINCIPLE 6:
RESPECT THE RIGHTS OF SECURITY HOLDERS
A listed entity should ensure that all
substantive resolutions at a meeting of
security holders are decided by a poll rather
than by a show of hands.
A listed entity should give security holders the
option to receive communications from, and
send communications to, the entity and its
security registry electronically.
A LISTED ENTITY SHOULD PROVIDE ITS SECURITY HOLDERS WITH APPROPRIATE INFORMATION AND
FACILITIES TO ALLOW THEM TO EXERCISE THEIR RIGHTS AS SECURITY HOLDERS EFFECTIVELY.
The Company has implemented a policy of ensuring that all resolutions at an AGM or Extraordinary
General Meeting are decided by a poll.
The Company has such a practice already in place for all shareholders.
PRINCIPLE 7:
RECOGNISE AND MANAGE RISK
Recommendations
The board of a listed entity should:
7.1
(a) have a committee or committees to
oversee risk, each of which:
A LISTED ENTITY SHOULD ESTABLISH A SOUND RISK MANAGEMENT FRAMEWORK AND PERIODICALLY
REVIEW THE EFFECTIVENESS OF THAT FRAMEWORK.
(a) The Board in conjunction with the Audit and Risk Management Committee determines the Company’s
“risk profile” and is responsible for overseeing and approving risk management strategy and policies,
internal compliance and internal control.
(1) has at least three members, a majority
of whom are independent directors; and
(1) has 3 members being Ms Teresa Dyson, Dr Ralph Craven and Mr Kenichi Seshimo. All of the committee
members are non-executive and a majority of the committee being Ms Teresa Dyson and Dr Ralph
Craven are independent.
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; OR
(2) is chaired by an independent director being Ms Teresa Dyson who is not the Chair of the Board.
(3) A copy of the policy titled “Charter of the Audit and Risk Management Committee of Genex Power
Limited” is available on the Company’s website.
(4) The members of the committee are Ms Teresa Dyson (Chair), Dr Ralph Craven (Member) and Mr
Kenichi Seshimo (member).
(5) The Committee met 6 times during the reporting period with all members as constituted at the time in
attendance.
(b) Not applicable.
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
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PRINCIPLE 7:
RECOGNISE AND MANAGE RISK
A LISTED ENTITY SHOULD ESTABLISH A SOUND RISK MANAGEMENT FRAMEWORK AND PERIODICALLY
REVIEW THE EFFECTIVENESS OF THAT FRAMEWORK.
that fact and the processes it employs for
overseeing the entity’s risk management
framework.
7.2
The board or a committee of the board should:
(a) review the entity’s risk management
framework at least annually to satisfy itself
that it continues to be sound and that the
entity is operating with due regard to the
risk appetite set by the board; and
(b) disclose, in relation to each reporting
period, whether such a review has taken
place.
7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it
performs; OR
(b) if it does not have an internal audit
function, that fact and the processes it
employs for evaluating and continually
improving the effectiveness of its
governance, risk management and internal
control processes.
(a) The Company has established policies for the oversight and management of material business risks.
The Audit and Risk Management Charter of the Company is available on the Company’s website. The
responsibility for undertaking and assessing risk management and internal control effectiveness is
delegated to the Board in conjunction with the Audit and Risk Committee. The Board and Audit and Risk
Management Committee are required to assess risk management and associated internal compliance
and control procedures and will be responsible for ensuring the process for managing risks is integrated
within business planning and management activities. Reports on risk management are to be provided to
the Board by the Audit and Risk Management Committee at the first Board meeting subsequent to each
Committee meeting.
(b) A formal review of the Company’s risk management framework occurs at every Audit and Risk
Management Committee and Board meeting with the Committee and Board reviewing and prioritising
the top risks faced by the Company as advised by the Company’s Management Risk Committee in
conjunction with the Audit and Risk Management Committee. A formal review and planning session
analysing and assessing the Company’s risk register occurred a number of times through the reporting
period between the Audit and Risk Management Committee and the management executive team.
(a) The Company’s has engaged a specialist internal audit firm to exercise the internal audit function in
conjunction with a full time Chief Financial Officer to ensure a level of segregation particularly in relation
to processes and procedures around such things as payment authorisations and limits of authority.
(b) Not applicable.
7.4
A listed entity should disclose whether it has
any material exposure to environmental or
social risks and, if it does, how it manages or
intends to manage those risks.
The Company is subject to a range of material economic and environmental risks as a developer and
operator of a number of diverse renewable energy projects in different jurisdictions within Australia and
emphasises the summary of non-exclusive risks outlined in the Company’s Replacement Prospectus
lodged with ASIC on 10 June 2015 and in the Company’s presentations released periodically to the ASX. In
relation to any potential, but as yet unknown, environmental risk, the Company is undertaking an
GENEX FY2022 - ANNUAL REPORT
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PRINCIPLE 7:
RECOGNISE AND MANAGE RISK
A LISTED ENTITY SHOULD ESTABLISH A SOUND RISK MANAGEMENT FRAMEWORK AND PERIODICALLY
REVIEW THE EFFECTIVENESS OF THAT FRAMEWORK.
Environmental Evaluation Process in conjunction with the Queensland Department of Environment and
Science in relation to amending the terms of its current Environmental Authority over the Kidston site in
Queensland.
PRINCIPLE 8:
REMUNERATE FAIRLY AND RESPONSIBLY
Recommendations
The board of a listed entity should:
8.1
A LISTED ENTITY SHOULD PAY DIRECTOR REMUNERATION SUFFICIENT TO ATTRACT AND RETAIN
HIGH QUALITY DIRECTORS AND DESIGN ITS EXECUTIVE REMUNERATION TO ATTRACT, RETAIN AND
MOTIVATE HIGH QUALITY SENIOR EXECUTIVES AND TO ALIGN THEIR INTERESTS WITH THE CREATION
OF VALUE FOR SECURITY HOLDERS AND WITH THE ENTITY’S VALUES AND RISK APPETITE.
(a) The Board has established a separate People and Remuneration Committee which:
(a) have a remuneration committee which:
(1) has 3 members being Dr Ralph Craven, Ms Teresa Dyson and Mr Simon Kidston. 2 members of the
committee being Dr Ralph Craven and Ms Teresa Dyson are independent.
(1) has at least three members, a majority
of whom are independent directors; and
(2) the Committee is chaired by an independent director being Dr Ralph Craven.
(2) is chaired by an independent director,
(3) A copy of the People and Remuneration Committee Charter is available on the Company’s website.
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(4) The members of the committee are Dr Ralph Craven, Ms Teresa Dyson and Mr Simon Kidston.
(5) The Committee met three times in the financial year with all members being present at each meeting
of the Committee they were entitled to attend.
(5) as at the end of each reporting period,
(b) Not applicable.
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; OR
(b) if it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the level
and composition of remuneration for
directors and senior executives and
ensuring that such remuneration is
appropriate and not excessive.
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110
PRINCIPLE 8:
REMUNERATE FAIRLY AND RESPONSIBLY
8.2
A listed entity should separately disclose its
policies and practices regarding the
remuneration of non-executive directors and
the remuneration of executive directors and
other senior executives.
A LISTED ENTITY SHOULD PAY DIRECTOR REMUNERATION SUFFICIENT TO ATTRACT AND RETAIN
HIGH QUALITY DIRECTORS AND DESIGN ITS EXECUTIVE REMUNERATION TO ATTRACT, RETAIN AND
MOTIVATE HIGH QUALITY SENIOR EXECUTIVES AND TO ALIGN THEIR INTERESTS WITH THE CREATION
OF VALUE FOR SECURITY HOLDERS AND WITH THE ENTITY’S VALUES AND RISK APPETITE.
The Committee distinguishes the structure of Non-executive Directors' remuneration from that of
Executive Directors and senior executives. The Company’s Constitution and the Corporations Act 2001
also provides that the remuneration of non-executive directors will not be more than the aggregate fixed
sum determined by a general meeting. The Board, upon recommendation from the People and
Remuneration Committee, has historically been responsible for determining the remuneration of the
Executive Directors (without the participation of the affected director).
8.3
A listed entity which has an equity-based
remuneration scheme should:
(a) A summary of the Company’s policy on prohibiting transactions in associated products which operate
to limit the risk of participating in unvested entitlements under any equity-based remuneration scheme
is contained within the People and Remuneration Committee Charter.
(a) have a policy on whether participants are
permitted to enter into transactions
(whether through the use of derivatives or
otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
(b) Paragraph 6.2 (3) of the Company’s People and Remuneration Committee Charter states:
“…The Committee must ensure that, where applicable, any payments of equity-based remuneration are
made in accordance with the Company’s constitution and any thresholds approved by the Company’s
shareholders. Committee members must be aware at all times of the limitations of equity-based
remuneration. The terms of such schemes should clearly prohibit entering into transactions or
arrangements which limit the economic risk of participating in unvested entitlements under these
schemes. The exercise of any entitlements under these schemes should be timed to coincide with any
trading windows under the Company’s securities trading policy…”
9.1
ADDITIONAL RECOMMENDATIONS
A listed entity with a director who does not
speak the language in which board or security
holder meetings are held or key corporate
documents are written should disclose the
process it has in place to ensure the director
understands and can contribute to the
discussions at those meetings and
understands and can discharge their
obligations in relation to those documents.
Mr Yongqing Yu, a Non-executive Director based in China and the representative of one of the Company’s
largest shareholders, Asia Ecoenergy Development Limited, does not speak English. Mr Yu has an
appointed representative who is a senior executive of that entity, who is able to interpret
communications including relevant Board material with Mr Yu.
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111
11. ASX ADDITIONAL INFORMATION
The following information is provided pursuant to Listing Rule 4.10 and is current as at 16 August 2022
(unless otherwise stated):
Ordinary shares
1,385,177,140 fully paid ordinary shares are held by 8,181 shareholders.
Shareholder voting rights are specified in clause 10.14 of the Company's Constitution lodged with the
ASX on 6 July 2015. Ordinary shares entitle the holder to participate in dividends and the proceeds on
the winding up of the Company in proportion to the number of and amounts paid on the shares held.
On a show of hands, every member present at a meeting in person or by proxy shall have one vote and
upon a poll, each share shall have one vote.
The number of shareholders, by size of holding, in each class are:
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
HOLDERS
167
2,060
1,134
3,607
1,213
8,181
TOTAL UNITS
22,592
6,822,514
9,008,831
144,219,695
1,225,103,508
1,385,177,140
PERCENTAGE
0.000%
0.490%
0.650%
10.410%
88.440%
100%
There were 580 shareholders with an unmarketable parcel of shares being a holding of less than 2,273
shares each for a combined total of 831,890 shares based on a closing price of $0.22 per share as at 12
August, 2022, representing 0.06006% of the shares on issue on that day.
Substantial shareholders
SKIP EIF ENTERPRISES PTY LTD
JPGA Partners Pty Ltd
TOTAL UNITS
276,896,318
106,990,005
PERCENTAGE
19.990%
7.724%
DATE OF NOTICE
25/07/2022
19/05/2021
GENEX FY2022 - ANNUAL REPORT
112
Twenty largest shareholders
SKIP EIF ENTERPRISES PTY LTD
JPGA PARTNERS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMS PTY LTD
CBC CO PTY LTD & FERONIELLA PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ASIA ECOENERGY DEVELOPMENT LIMITED
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
DANAWA (INV) PTY LTD
DOWNING DOMAIN INVESTMENTS PTY LTD
ASIA ECOENERGY DEVELOPMENT LIMITED
DANAWA (INV) PTY LTD
HORRIE PTY LTD
SPLENDID STUFF PTY LTD
MR ROBERT DOWNING & MRS CHRISTINE DOWNING
BNP PARIBAS NOMINEES PTY LTD
KFT CAPITAL PTY LIMITED
MRS JILLIAN MARIA NOEL TAYLOR
Total
Options on issue
19,350,000 options are held by 9 option holders.
TOTAL UNITS
276,896,318
106,990,005
99,519,876
84,568,762
48,519,475
43,800,003
25,362,323
23,678,750
17,751,529
16,228,556
13,818,000
12,477,982
12,000,000
10,000,000
9,208,188
7,046,599
5,784,000
5,353,644
5,350,000
4,614,194
828,968,204
PERCENTAGE
19.990%
7.724%
7.185%
6.105%
3.503%
3.162%
1.831%
1.709%
1.282%
1.172%
0.998%
0.901%
0.866%
0.722%
0.665%
0.509%
0.418%
0.386%
0.386%
0.333%
59.847%
Option holders do not have the right to vote at a general meeting of shareholders until such time as
the options have been converted into ordinary shares in the Company.
The number of option holders, by size of holding, in each class are:
Exercisable at $0.40 expiring 13 February 2023
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
HOLDERS
-
-
-
-
3
3
TOTAL UNITS
-
-
-
-
4,850,000
4,850,000
PERCENTAGE
-
-
-
-
100%
100%
GENEX FY2022 - ANNUAL REPORT
113
Option holders with more than 20% of this class of option are:
J Harding
C Francis
Total
Exercisable at $0.34 expiring 10 September 2024
TOTAL UNITS
2,600,000
2,000,000
4,600,000
PERCENTAGE
53.608%
41.237%
94.845%
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
HOLDERS
-
-
-
-
6
6
TOTAL UNITS
-
-
-
-
14,500,000
14,500,000
PERCENTAGE
-
-
-
-
100%
100%
Option holders with more than 20% of this class of option are:
ESCR INVESTMENTS PTY LTD
LIGUO CAPITAL PTY LIMITED
DANAWA (INV) PTY LTD
Total
There are no shares or options subject to escrow.
There is no current on-market buy-back.
TOTAL UNITS
4,000,000
3,000,000
3,000,000
10,000,000
PERCENTAGE
27.586%
20.690%
20.690%
68,966%
There are no issues of securities approved for the purposes of Item 7 of section 611 of the
Corporations Act 2001 which have not yet been completed.
GENEX FY2022 - ANNUAL REPORT
114
CORPORATE DIRECTORY
DIRECTORS
Dr Ralph Craven
Ms Teresa Dyson
Mr Simon Kidston
Mr Ben Guo
Mr Kenichi Seshimo
Mr Yongqing Yu
COMPANY SECRETARY
Mr Justin Clyne
Independent Non-Executive Chairman
Independent Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS
Suite 12.03, Level 12
35 Clarence St
Sydney NSW 2000
Telephone: +61 2 9048 8850
Email:
info@genexpower.com.au
WEBSITE
www.genexpower.com.au
ASX CODE
GNX
AUDITORS
Ernst & Young
200 George Street
Sydney NSW 2000
Telephone: +61 2 9248 4283
Website:
www.ey.com/au/en/home
SHARE REGISTRY
Boardroom Pty Limited
Level 12
225 George Street
Sydney NSW 2000
Telephone: +61 2 9290 9600
+61 2 9279 0664
Facsimile:
www.boardroomlimited.com.au
Website:
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