Global Blood Therapeutics
Annual Report 2018

Plain-text annual report

2018 Annual Report Contents Chairman’s Report Managing Director’s Report GBST Key Management Personnel Directors’ Report Auditor’s Independence Declaration Financial Statements Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 Directors’ Declaration Independent Auditor’s Report Additional Information Corporate Directory 3 4 6 8 54 55 60 104 105 109 111 2 GBST Holdings Limited ABN 85 010 488 874 Chairman's Report This past year was one of GBST continuing to execute on its strategy of being a market leader in the provision of wealth administration and post trade processing technology. As we have highlighted in the past, a key area of activity was our increased investment and commitment to Research and Development. This investment provides us with world class innovative solutions and a solid platform to improve our recurring revenue streams over the longer-term. We delivered on all key customer projects and in doing so achieved record transitions of new business to our software platforms. We also delivered on a number of major regulatory changes ensuring our customers were compliant with market reforms and at the same time we delivered to budget and time frames for our key Research and Development projects. During the year we made significant progress in our four areas of operations: y Providing client accounting and securities transaction technology solutions for the finance, banking and capital markets industry globally; y Providing funds administration and registry software for the wealth management industry in Australia and the United Kingdom; y Developing gateway technology to the superannuation industry and data and quantitative services for more efficient taxation solutions; and y Website and mobile platform design and digital agency services focused on e-commerce and the financial services industry in Australia and Europe. Our Performance In the year to 30 June 2018 we reported operating EBITDA of $12.5m, compared to $12.2m in FY17. While our adjusted net profit was down from $10.5m to $8.2m, the Company continued to generate strong cash flow. We had cash on hand of $11.4m at 30 June 2018 and we are debt free. The Board of Directors declared a second half dividend of 2.5 cents per share fully franked, taking the full year payout to shareholders to 5 cents a share, fully franked. Conclusion The leadership team faced challenges in 2018 and it was through their dedication and commitment that we were able to further strengthen our business model and win several new clients. Our performance is also due largely to the work of all our employees and I would like to thank each and every one of them for their tireless contribution during the year. And finally, I would like to thank all our clients and shareholders for supporting GBST and showing faith in our business strategy and vision. Allan Brackin Chairman 2018 Annual Report 3 Managing Director’s Report Over the past year we continued to optimise the business, including a restructuring of our operating models, allowing us to improve services to our global clients across institutional banking, stock broking and wealth management. We also improved our business systems and made significant headway with our three market leading products – Composer, Shares and Syn~ – solidifying their status as leaders in high quality, innovative and scalable delivery. We continued to focus on improving our capability and efficiency and investing strongly in R&D to achieve further improvements to our services and to strengthen our technology leadership. During the year we upgraded the skills and experience of the executive team and improved our business systems and processes. We continue to see significant opportunities across all areas of the company and with FY18 proving to be a record year for client delivery, we are well placed to win new contracts in FY19 and meet the ongoing needs of our customers. Operations In our domestic market we broadened our offerings to our clients across the wealth management and capital markets industries, largely off the back of our industry-leading software platforms; GBST Composer, GBST Syn~ and GBST Shares. Our UK operations delivered us strong revenue with GBST Composer offering clients an integrated system for the administration of wrap platforms. In Asia and North America, the GBST Syn~ platform supported institutional capital markets and we established strong partnerships with SBI BITS in Japan and FIS in North America. The Australian Wealth Management division reported revenue of $15.5m and Operating EBITDA before Strategic R&D of $5.6m. Correspondingly, operating EBITDA before strategic R&D increased 23% in the second half with profit growing faster than revenue due to legislation cost reductions. The Australia Capital Markets division lost a significant client during the year which contributed to a slight dip in revenue. Operating EBITDA before strategic R&D increased 28% to $2.2m because of cost reductions in the second half. The UK operations were a strong contributor during the year with Wealth Management contributing a 23% uplift in revenue. Full year operating EBITDA before strategic R&D was up 136% from FY17. A highlight was Aegon/Cofunds becoming the largest platform in the UK and Australian markets with GBST now supporting 1.8 million accounts. Client wins GBST also had several new client wins, including China Merchant Bank, Qantas Super, CMC, D2MX, Investec and a new client projects with Vitality and Retirement Advantage (a subsidiary of Canada Life), to mention a few. We also extended our contractual relationship with Just Retirement and other long-term clients. Aegon/Cofunds created the largest investment platform in the UK and Australian markets while GBST strengthened its relationship with SBI BITS in Japan. The relationship with SBI will help existing Asia Pacific clients to consolidate their Japanese processing onto their regional platform, providing costs savings and reduced operating risk. We look forward to building further on this partnership and winning new business across the region. We also implemented a new back office platform for China Merchant Bank on Syn~, which should lead to new opportunities with the bank’s subsidiaries. GBST also entered a partnership with Investec Click & Invest to provide it with GBST’s Composer back office platform to assist them with Personal Pension administration technology. Earlier in FY18 we started the development of our Catalyst platform and by June 2018 Vitality Life and Health went live with the product. We have many other opportunities in the pipeline alongside the delivery of the Evolve programme which will ensure our Composer Platform is best technology in the market. 4 GBST Holdings Limited ABN 85 010 488 874 Our People The success of GBST depends on the efforts and contributions of our valued employees. It is through our staff that we have been able to forge our position as a market leader in providing technology solutions to the financial services industry. During the year we added to our executive ranks and leadership teams. We are committed to making further investments in our people across all our geographical locations. Delivering Growth/Outlook In the coming year we will continue our commitment to innovation and on time delivery of services to our clients. We will spend around $22 million on our ongoing strategic R&D program in FY19 to ensure that we are capturing growth in longer term license fees and achieving recurring revenue across the business. All our initiatives will be aimed at enhancing and developing our products and services, expanding services to clients geographically and focusing on increasing revenue and market share in the markets in which we operate. Finally, I would like to extend my special thanks to all our employees for their dedication and achievements during FY18, and I know that they with me are looking forward to delivering continued growth for shareholders into FY19 and beyond. Rob DeDominicis Managing Director and CEO 2018 Annual Report 5 GBST Key Management Personnel Gareth Turner Chief Financial Officer Gareth has a strong background in finance leadership and transformation and has held a number of senior Finance positions in large Australian businesses over the past 16 years, both in the publicly listed and private equity arenas. Gareth was previously Chief Financial Officer at Hills Limited, one of Australia’s most trusted, iconic brands. Gareth has also held senior Finance positions with amaysim Australia Limited, the Jetset Travelworld Group Limited, the Stella Group (private equity assets owned by CVC Asia Pacific), Corporate Express Australia Limited and Deloitte. Gareth holds a BComm (Hons)(Acc) degree, is a member of the Institute of Chartered Accountants in Australia, holds an MBA from the University of Oxford and is a graduate of the Australian Institute of Company Directors. Denis Orrock Head of Asia Pacific Denis joined GBST in May 2008 and was named Head of Asia Pacific in April 2016 after serving as Chief Executive Officer for Capital Markets since August 2012. Previously, he managed the company’s Australian Broker Services and Financial Services divisions. Prior to joining GBST, Denis was General Manager of Infochoice and has also held advisory and trading positions with UBS, Grange Securities and Taylor Collison. Having worked within the Australian financial services industry for over 15 years, Denis has a broad understanding of domestic wholesale and retail markets. 6 GBST Holdings Limited ABN 85 010 488 874 Mark Knowlton Chief Technology Officer Mark Knowlton joined GBST as Chief Technology Officer in April 2017 leading the technology team which designs, builds and optimises GBST solutions. Prior to GBST, Mark worked from 2011 with Macquarie Bank as Chief Information Officer for their Banking and Financial Services business. Before that, Mark worked for AXA in various technology leadership roles. His early career was shaped in various software engineering and management consultancy roles with KPMG, CSC and CAP (now SEMA). Mark has extensive experience in digital disruption within Financial Services and is passionate about leading transformational change to deliver the best outcomes for clients, colleagues and shareholders. He holds an Honour Bachelor’s degree from the University of Nottingham, U.K. David Simpson Head of Europe, the Middle East and Africa David Simpson joined GBST as head of Europe, the Middle East and Africa in July 2016. He manages client activity and drives the ongoing regional growth of the group’s retail wealth platforms for wraps, life and pensions and banks, and for institutional capital markets. Previously, he was employed by SEI Investments Company as chief relationship officer for SEI Europe’s Wealth Platform. Prior to joining SEI in 2010 as business development director, he held various roles at Barclays Wealth where he was employed for 22 years, including Managing Director of UK Asset Management and Retail Platforms from 2004 to 2010. 2018 Annual Report 7 Directors' Report The Directors of GBST Holdings Limited (‘GBST’ or the ‘Company’) submit their report together with the consolidated financial report of the Group, comprising the Company and its controlled entities for the year ended 30 June 2018 and the audit report thereon. Directors The following persons were Directors of the Company in office during the year and up to the date of this report: Allan Brackin Independent Director and Chair Appointed 27 April 2005 Allan Brackin was appointed Chair of GBST in December 2015. Allan initially joined the Board as a Non-Executive Director prior to listing and has seen the Company evolve into a global business. Allan has been involved in the technology industry for over 30 years at both executive and non-executive level. At an Executive level he was Group CEO of ASX listed Volante Limited (ASX:VGL), from 2000-2004. Volante was one of Australia’s largest IT services companies. From 1986-2000 Allan cofounded a number of IT companies and these companies all became part of the Volante Group. At non-executive level, Allan is also Chairman of ASX listed mining software company RPM Global Holdings Limited (ASX:RUL) and is the Chairman of telecommunications carrier Opticomm Pty Ltd. He is also a member of the advisory board for several IT Companies and mentors a number of technology entrepreneurs. Allan has held no other listed company directorships in the last three years. Allan has a Bachelor of Applied Science from the Queensland University of Technology and has attended the Owner President Management Program at Harvard University. Allan is a member of the Audit and Risk Committee and the Nominations and Remuneration Committee. Interest in Shares and Options 260,000 Ordinary Shares in GBST Holdings Limited were held by Mr Brackin’s associated entities at 30 June 2018. Robert DeDominicis Managing Director and Chief Executive Officer Appointed 15 December 2015 Robert DeDominicis is the Managing Director and Chief Executive Officer of the Company. He joined GBST in 2008 and is a founding partner of InfoComp, now GBST’s Wealth Management Division, with over 30 years’ experience in the development of software applications. Robert has no other listed company directorships and has held no other listed company directorships in the last three years. Robert has a business and technical software background having been part of the Retail Wealth Business development and professional services teams. Robert holds a Bachelor of Mathematics and is a member of the Australian Institute of Company Directors. Interest in Shares and Options 609,055 Ordinary Shares in GBST Holdings Limited were held by Mr DeDominicis at 30 June 2018. 90,000 Ordinary Shares in GBST Holdings Limited were held by Mr DeDominicis’ associated entities at 30 June 2018. 8 GBST Holdings Limited ABN 85 010 488 874 Christine Bartlett Independent Director and Deputy Chair Appointed 24 June 2015 Christine Bartlett is the Deputy Chair of GBST. Christine is an experienced CEO and Senior Executive with extensive line management experience gained through roles with IBM, Jones Lang LaSalle and National Australia Bank Limited. Her executive career has included Australian, regional and global responsibilities based in Australia, the USA and Japan. Christine brings a commercial perspective especially in the areas of financial discipline, identifying risk, complex project management, execution of strategy, fostering innovation and taking advantage of new emerging technologies. Christine is currently an Independent Non-Executive Director of the Mirvac Group (ASX:MGR), Sigma Healthcare Limited (ASX:SIG), TAL Services Limited, icare NSW and an external Director for Clayton Utz. Christine is the Chairman of The Smith Family, a national, independent children’s charity. She is a member of Chief Executive Women, the Australian Institute of Company Directors and the UNSW Australian School of Business Advisory Board. Christine has held no other listed company directorships in the last three years. Christine holds a Bachelor of Science from the University of Sydney and has completed senior executive management programs at INSEAD. Christine is also the Chair of the Nominations and Remuneration Committee and a member of the Audit and Risk Committee and the Technology Committee. Interest in Shares and Options 4,750 Ordinary Shares in GBST Holdings Limited were held by Ms Bartlett at 30 June 2018. 20,250 Ordinary Shares were held by Ms Bartlett’s associated entities at 30 June 2018. Deborah Page AM Independent Director Appointed 1 July 2016 Deborah Page is an experienced company director and Chartered Accountant. She has worked exclusively as a Non-Executive Director since 2001 across a range of industries including insurance, financial services, property and energy. Prior to that she held senior executive positions with Commonwealth Bank, Allen, Allen and Hemsley and the Lend Lease Group (including MLC Life and a joint venture with IBM). She currently holds Board positions with Pendal Group Limited (ASX:PDL), Brickworks Limited (ASX:BKW) and Service Stream Limited (ASX:SSM). Deborah was Chairman of Investa Listed Funds Management Limited, the responsible entity of Investa Office Fund (ASX:IOF) until April 2016, and a Non-Executive Director of Australian Renewable Fuels Limited (ASX: ARW) until October 2015. Deborah holds a Bachelor of Economics from The University of Sydney, is a Fellow of the Institute of Chartered Accountants, Fellow of the Australian Institute of Company Directors and was honoured in 2006 as a Member in the General Division of the Order of Australia for services to Public Health, Business and the Accounting Profession. Deborah is the Chair of the Audit and Risk Committee. Interests in Shares and Options 9,250 Ordinary Shares in GBST Holdings Limited were held by Mrs Page at 30 June 2018. 17,250 Ordinary Shares in GBST Holdings Limited were held by Mrs Page’s associated entities at 30 June 2018. 2018 Annual Report 9 Directors' Report continued Tam Vu - Independent Director Appointed 1 January 2017 Tam Vu’s career in leading technology change, innovation and entrepreneurship has spanned over 25 years, working extensively in Australia, Asia Pacific, Europe and USA. Tam has held numerous senior technology and business leadership roles at IBM Consulting Group, BP Australia and BP UK, Mars and SEEK. He was formerly the Chief Information Officer at SEEK where he led a large transformation program and prior to this, Tam was the Global Chief Information Officer for BP’s retail business. In the last six years, Tam has founded a highly successful professional services business providing advisory and delivery services to a number of leading organisations, with a strong focus on retail and financial services. Tam has also provided advisory services to a number of technology start-up businesses in Australia. Tam is currently the Managing Director of Vitae Partners and a member of the Audit, Risk and Compliance Committee at the National Gallery of Victoria. Tam has no other listed company directorships and has held no other listed company directorships in the last three years. Tam holds a Bachelor of Science (Hons) from the University of Adelaide and has attended several executive leadership courses at MIT, IMD and Stanford University. Tam is the Chair of the Technology Committee and a member of the Nominations and Remuneration Committee. Interests in Shares and Options 5,464 Ordinary Shares in GBST Holdings Limited were held by Mr Vu at 30 June 2018. Retired Directors during 2017-2018 David Adams – Non-Executive Director Appointed 1 April 2008; resigned 29 June 2018 David was appointed to the Board in 2008 and has had an extensive career in the funds management industry including the establishment of Australia’s first cash management trust at Hill Samuel Australia in 1980 and as Group Head of the Funds Management Group for Macquarie Bank. David was a Director at Macquarie Bank from 1983 until 2001 and was also Chairman of the Investment and Financial Services Association in 2000 and 2001. Company Secretary Jillian Bannan B.Comm/LLB, Grad Dip Legal Practice Jillian Bannan was appointed Company Secretary and General Counsel on 18 July 2016. She is a member of the Queensland Law Society and was admitted as a Solicitor of the Supreme Court of Queensland in 1998. 10 GBST Holdings Limited ABN 85 010 488 874 Directors’ meetings The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year are: Board Meetings Audit and Risk Committee Nominations and Remuneration Committee Technology Committee Eligible to Attend Attended Eligible to Attend Attended Eligible to Attend Attended Eligible to Attend Attended 12 12 12 12 12 12 12 12 11 12 12 12 4 4 4 4 - 4 4 3 4 1* 7 7 7 - 5 4** 4** 7** 7 7 6 3* 5 7** - 3 - - 3 3 - 3 - - 3 3 Directors A Brackin C Bartlett D Adams D Page T Vu R DeDominicis Note: The Board also has a Disclosure Committee which meets as and when required. No meetings where held during the financial year. *Attended meeting as a guest **R DeDominicis attends as a Standing Invitee. Principal activities The principal activities of GBST during the year ended 30 June 2018 were: y y y client accounting and securities transaction technology solutions for the finance, banking and capital markets industry globally; funds administration and registry software for the wealth management industry in Australia and the United Kingdom; gateway technology provider to the superannuation industry; provider of data and quantitative services offering after tax measurement of portfolio performance in Australia; and y website and mobile platform design and digital agency services focused on e-commerce and the financial services industry in Australia and Europe. No significant changes in the nature of these activities occurred during the year. GBST comprised three regional divisions during the year: y y y In Australia, GBST provides its full range of retail wealth and institutional solutions for the wealth management and capital markets industries. The company's industry-leading software platforms include GBST Composer, which provides end to end funds administration and management software for the wealth management industry; GBST Syn~, which provides a new generation post-trade processing platform for equities, derivatives, fixed income and managed fund processing; and GBST Shares, which is the most widely-used back and middle-office processing equities software in Australia. In the United Kingdom, GBST Composer offers an integrated system for the administration of wrap platforms, including individual savings accounts (ISA’s), pensions, self-invested personal pensions (SIPP’s) and superannuation; as well as master trusts, unit trusts, risk and debt; and other investment assets. In the Rest of the World, the GBST Syn~ platform supports institutional capital markets primarily in Asia and North America. 2018 Annual Report 11 Directors' Report continued Operating and financial review Total revenue and other income 45,522 42,736 42,623 45,352 88,258 2HFY18 $‘000 1HFY18 $‘000 2HFY17 $‘000 1HFY17 $‘000 FY18 $‘000 FY17 $‘000 87,975 Operating EBITDA before strategic R&D9 10,563 9,659 8,841 12,946 20,222 21,787 Less Strategic R&D8 (2,845) (4,828) (4,664) (4,942) (7,673) (9,606) Gross Strategic R&D8 (9,881) (4,828) (4,664) (4,942) (14,709) (9,606) Strategic R&D Capitalised8 Operating EBITDA7 Restructure and other non-operating expenses6 EBITDA5 Net finance income\(costs) 7,036 7,718 (100) 7,618 243 - 4,831 (256) 4,575 (123) - - 4,177 8,004 (192) 3,985 (344) - 8,004 (267) 7,036 12,549 (356) 12,193 120 - 12,181 (192) 11,989 (611) Depreciation & operating amortisation4 (1,215) (1,425) (1,492) (1,370) (2,640) (2,862) Investment amortisation3 Profit before income tax Income tax (expense)\credit Statutory Net Profit after income tax Adjusted NPAT2 Basic EPS (cents) Adjusted EPS (cents)2 Dividends declared per share (cents) Cashflow from operations Cash at Bank (819) 5,827 (2,072) 3,755 4,574 5.53 6.73 2.5 5,834 11,373 (1,082) (1,691) (1,802) (1,901) (3,493) 1,945 549 2,494 3,576 3.67 5.27 2.5 5,366 14,958 458 2,142 2,600 4,291 3.83 6.31 2.5 3,265 11,728 4,565 (180) 4,385 6,187 6.48 9.15 3.7 7,653 12,091 7,772 (1,523) 6,249 8,150 9.20 12.00 5.0 11,200 11,373 5,023 1,962 6,985 10,478 10.31 15.46 6.2 10,918 11,728 Notes: (1) GBST makes use of both IFRS and non-IFRS financial information. Non-IFRS measures used by the company are relevant because they are internal performance indicators applied consistently over time that allow for better evaluation of overall Group performance and relative business segment performance in light of GBST’s significant investments in research & development and other changes in the business. The non-IFRS measures are consistent with the segment disclosures in Note 25 to the financial report and can be reconciled to IFRS measures by following the calculations in the table above or in the segment note. The non-IFRS measures have not been subject to audit or review. (2) Adjusted NPAT is a non-IFRS measure representing profit after income tax plus Investment amortisation. Adjusted NPAT is used in the Adjusted EPS measure. (3) (4) Depreciation & operating amortisation is a non-IFRS measure representing depreciation or amortisation of tangible and intangible assets used as part of ongoing Investment amortisation is a non-IFRS measure representing amortisation of intangible assets acquired through acquisition. operating activities of the business. (5) EBITDA is a non-IFRS measure calculated as profit before income tax and before: Investment amortisation; Depreciation & operating amortisation; and net finance costs. (6) Restructure and other non-operating expenses are costs not considered to be operating in nature, are not associated with any business segment and are therefore not allocated to a segment. This treatment is in accordance with internal measurement of segment performance and the segment disclosures in Note 25 to the financial report. Restructure and other non-operating expenses are reported to allow for the reconciliation between the Group and segment reports and between IFRS and non-IFRS measures. Restructure and other non-operating expenses during the period are primarily costs associated with the departure of the former CFO. (7) Operating EBITDA is a non-IFRS measure calculated as EBITDA before Restructure and other non-operating expenses. (8) Strategic R&D is defined as research and development expenditure for strategic product and technology investments which form part of the Company’s long-term product roadmap. To the extent that all of the accounting criteria are met, expenditure is capitalised as internally generated software systems. (9) Operating EBITDA before strategic R&D is a non-IFRS measure calculated as Operating EBITDA less Strategic R&D expenses. 12 GBST Holdings Limited ABN 85 010 488 874 Financial overview of the performance of the Group y Net profit after tax was down 10.5% to $6.2m during FY18. f Full year Revenue was up marginally in FY18, with second half revenue pleasingly up 6.5% from the first half. f Full year Operating EBITDA before strategic R&D was down 7.2% to $20.2m, with the second half of $10.5m up 9.4% from the first half on the back of higher revenue and cost reductions. f Full year Strategic R&D expense of $7.7m was down 19.8% (FY17 $9.6m) after capitalisation of $7m in costs in accordance with accounting standards. f Net finance income was $120k, compared to net finance costs of $611k in the prior year. f Non-cash investment amortisation costs were 45.6% lower at $1.9m. f Income tax expense of $1.5m for the year primarily reflects derecognition of $1.5m of Deferred Tax Assets on carry forward tax losses due to the uncertainty of the time period for recoupment of these losses. The prior year recorded an income tax benefit of $2m. y GBST recorded strong operating cash flow generation with 92% conversion of EBITDA to operating cash flow during FY18 (up from 91% in FY17). y GBST’s balance sheet remains strong with cash on hand of $11.4m and debt free. y GBST’s three-year Strategic R&D Program is progressing to plan. f The Strategic R&D investment strengthens GBST’s solutions, with Catalyst now live in the market. f Total Strategic R&D investment in FY18 of $14.7m was on budget, on time and is meeting technical feasibility and progress milestones. f Total Strategic R&D investment in FY19 is expected to be approximately $22m across the portfolio. f Costs being expensed or capitalised in accordance with accounting standards ($7m capitalised in FY18). y Final FY18 dividend of 2.5 cents per share fully franked, taking the full year amount to 5 cents per share fully franked. GBST has a franking credit balance on hand of $12.9m. y Growth prospects are improving, including: f The UK Wealth Management business being on a positive growth path; f Australian Capital Markets commences new projects with a strong pipeline developing; and f Development and distribution agreements were signed with SBI in Japan and FIS, a major financial technology company in North America. y Organisational changes in FY18: f During the year, several aspects of the business were reset. f The level of skills and experience in the executive team were upgraded. f The organisation and operating models of the business were restructured. f Improvements to business systems and processes were initiated during the year. f All of these things together have put GBST in a much better place to take advantage of future growth opportunities. 2018 Annual Report 13 Directors' Report continued Shareholder returns Profit attributable to the owners of the Company $10.0m $15.3m 2014 2015 Basic EPS (cents) Dividends paid Dividends paid per share (cents) Closing share price 30 June Return on capital employed 15.07 $5.0m 7.5 $3.21 19.9% 22.94 $6.3m 9.5 $5.73 23.5% 2016 $9.3m 13.82 $7.4m 11.0 $4.14 13.6% 2017 $7.0m 10.31 $6.2m 9.2 $2.97 8.1% 2018 $6.2m 9.20 $3.4m 5.0 $2.12 10.3% Review of operating segments of the Group United Kingdom – Wealth Management 2HFY18 $‘000 1HFY18 $‘000 2HFY17 $‘000 1HFY17 $‘000 FY18 $‘000 20,912 18,977 16,596 15,963 39,889 FY17 $‘000 32,559 5,217 4,517 1,385 2,737 9,734 4,122 Revenue Operating EBITDA – before Strategic R&D Key points y Strong revenue and earnings growth for the division in FY18. y Headwinds from cost of significant legislative changes like MIFIDII in FY18. y UK Wealth Management directly reaping rewards from the investment in Catalyst. UK Wealth Management full year FY18 revenue was up 23% from FY17 while full year operating EBITDA before strategic R&D was up 136% from FY17 reflecting increasing licence revenue in the UK and significant service revenue during the year driven by large projects undertaken in FY18. The FY18 results also included a significant increase in the cost of legislative change work associated with legislative changes like the European Markets in Financial Instruments Directive (MIFIDII). Revenue for the second half was $20.9m, up 10% from the preceding 6 months. Operating EBITDA before strategic R&D of $5.2m was up 15% from the preceding 6 months. Client activity During the year, the Aegon/Cofunds migration made it the largest investment platform in the UK and Australian markets and GBST now supports 1.8 million accounts, representing approximately £120bn of assets under management. In May, GBST helped to launch Vitality Invest in under 12 months of development, delivering both an innovative front and back-office solution integrated into Vitality’s existing systems utilising Catalyst. During the year GBST commenced work with Investec Wealth & Asset Management, one of the top 3 UK Wealth Managers by assets under management, to help power their new retirement proposition for their direct-to-consumer brand ‘Click & Invest’. As part of this project, GBST is delivering its Composer back-office solution along with several calculation and digital support capabilities to help fast-track the web build for Investec. 14 GBST Holdings Limited ABN 85 010 488 874 New client wins GBST also won a new client project with Retirement Advantage (a subsidiary of Canada Life) to launch a new retirement proposition extending their retirement account service accommodating several specific features and access to their fund range. The launch is scheduled for November 2018. GBST also extended the contractual relationship with Just Retirement for a further 5 years in the second half of FY18. This included a wider scope of services such as GBST providing a managed service offering and business support consultancy services. Australia – Wealth Management 2HFY18 $‘000 1HFY18 $‘000 2HFY17 $‘000 1HFY17 $‘000 FY18 $‘000 8,446 7,017 7,549 9,018 15,463 FY17 $‘000 16,567 3,086 2,510 3,696 4,800 5,596 8,496 Revenue Operating EBITDA – before Strategic R&D Key points y Revenue and earnings declined in FY18 after the loss of a large client at the beginning of FY17. y y Significantly higher levels of process and reporting changes driven by the ATO and ASIC increased costs in FY18 - in the first half in particular. FY18 was a challenging year for the Australian Wealth Management division, but revenues and earnings have started to lift in the second half of FY18. The Australian Wealth Management division recorded a 7% drop in full year revenue and a 34% drop in full year Operating EBITDA before strategic R&D driven by the loss of a Wealth Management client from the beginning of FY17 and increased investment in mandatory regulatory legislation capability during FY18. The division recorded a 20% increase in revenue during the second half to $8.4m. Correspondingly, operating EBITDA before strategic R&D increased 23% in the second half with profit growing faster than revenue due to reductions in investment in legislative changes in the second half of FY18. Tax Analyser provides flexible taxation solution The new GBST Tax Analyser product was developed for the Australian Superannuation and Funds Management market to provide a flexible taxation solution for pre and post trade investment taxation calculations and reporting, including the ability to cater for trust level tax optimisation. The Qantas Superannuation Fund went live recently as the first user of GBST’s digital platform for custodians, their clients and tax advisers to be able to collate and validate data from multiple sources for calculating and producing the investment tax results needed by superannuation funds to include in their tax returns. These returns can now be submitted directly to the ATO, leveraging GBST’s existing framework developed for the Superstream Gateway. Two new Tax Analyser clients were won during the year that will start to contribute positively towards recurring licence revenue in FY19. 2018 Annual Report 15 Directors' Report continued Australia – Capital Markets Revenue Operating EBITDA – before Strategic R&D Key points 2HFY18 $‘000 1HFY18 $‘000 2HFY17 $‘000 1HFY17 $‘000 10,695 10,552 11,091 13,792 FY18 $‘000 21,247 FY17 $‘000 24,883 2,239 1,756 2,852 4,687 3,995 7,539 y Revenue and earnings declined in FY18 after the loss of a large Capital Markets client group at the beginning of FY17. y Operating costs were higher in FY18 - in particular due to higher support costs for a large Syn~ client implementation during the first half. y FY18 was a challenging year for the Australian Capital Markets division, but earnings have started to lift in the second half of FY18 as operating costs have reduced back to more normal levels. As reported last year, the loss of a large Capital Markets client resulted in a 15% fall in full year revenue and a 47% fall in full year Operating EBITDA before Strategic R&D for Australian Capital Markets in FY18. The division recorded a small increase in revenue during the second half to $10.7m and Operating EBITDA before strategic R&D increased 28% in the second half to $2.2m as a result of client support cost reductions. The FY18 first half costs had included supporting the rollout of Syn~ to a major new client while the second half of FY18 resulted in this support cost returning to normal levels. Client delivery The major new client referred to above recorded the single largest day’s trading volume of any broker in ASX history during market volatility events early in calendar year 2018, demonstrating the robustness and scalability of GBST’s Capital Markets Syn~ platform. Another large Capital Markets client recently successfully completed the single largest HIN (holder identification number) transfer in ASX history, demonstrating GBST’s reputation of delivering for its clients. GBST still maintains the dominant market share of CHESS connectivity at approximately 60% of equity transactions. The Australian Capital Markets business continues to attract new customers and has a strong pipeline of similar client prospects ahead. The company remains confident about growth prospects in capital markets in Australia and will continue to concentrate on expanding Business Process Outsourcing opportunities and strategic R&D mobilisation. 16 GBST Holdings Limited ABN 85 010 488 874 Rest of the World – Capital Markets 2HFY18 $‘000 1HFY18 $‘000 2HFY17 $‘000 1HFY17 $‘000 5,392 6,081 7,154 6,446 FY18 $‘000 11,473 FY17 $‘000 13,600 21 876 908 722 897 1,630 Revenue Operating EBITDA – before Strategic R&D Key points y Revenue declined in FY18 due to reduced service revenue from less project work in Asia Pacific and the USA. y Licence revenue increased 26% year on year. y New distribution agreements signed during FY18 open potential new markets for the division. Rest of the World – Capital Markets recorded a 16% drop in full year revenue and 45% drop in full year Operating EBITDA before strategic R&D in FY18. While Licence revenue was up 26% year on year in the division, service revenue was down 49% driven by reduced project work in Asia Pacific and the USA. The division recorded revenue of $5.4m for the second half, down $0.7m from the preceding 6 months, largely due to H1FY18 including a once-off licence payment. Accordingly, the division’s operating EBITDA before strategic R&D decreased to breakeven for the half. New distribution agreements GBST executed a distribution licence with Japanese financial technology company SBI BITS, which will use GBST’s Syn~ technology as the back-bone for its back-office processing solution both in Japan and across Asia-Pacific. It has established a significant development capability to work with GBST in extending the platform capabilities across the Japanese requirements for regulatory reporting, retail and institutional clearing and settlement and local market connectivity. SBI, which has a market cap of around USD $4.48 billion, will provide Syn~ access to a significant number of participants in the Japanese market, including its own SBI Securities division, the largest online broker in Japan. GBST also implemented a new Syn- Custody back-office platform for China Merchants Bank (CMB) which has been configured especially for CMB operations and is highly automated, receiving SWIFT messages and other instruction files from CMB clients. This builds on the success of the Syn~ deployment with a European Investment Bank in Australia. GBST also signed a distribution agreement with a major financial technology company to white-label and distribute Syn~ as a component of their key product suites. Financial position Net assets increased by $3.8m to $68.7m (June 2017: $64.9m). Factors impacting this were: y an increase in strategic R&D spend of $5.1m to $14.7m from $9.6m at 30 June 2017, of which $7.0m was capitalised as intangible assets; y $3.4m of dividend payments during the year (June 2017: $6.2m). Current assets exceeded current liabilities by $9.3m (June 2017: $8.6m). GBST’s cash position was $11.4m at 30 June 2018 (June 2017: $11.7m). 2018 Annual Report 17 Directors' Report continued Overall Group strategy, prospects and risks Material business risks The material business risks that have the potential to impact the Group are outlined below, with mitigating actions undertaken to minimise these risks. Risk Nature of Risk Mitigation Industry disruption and product relevance Technology and financial services are industries that are both subject to rapid change and are also at risk of disruption and disintermediation. Products and services offered by GBST may not be relevant to customer needs and therefore could impair the ability of the Company to satisfy or create customer demand. GBST’s program of ongoing research & development investment into its technology and products is essential to the management of these risks. The program is managed by a team of highly skilled technical, product and subject matter experts, and is done in close collaboration with GBST’s global customer base. Failure to deliver strategic R&D program Failure to successfully execute on the Company’s Strategic R&D Program would cause reputational damage and a loss of confidence from current and potential future clients causing financial loss to the Company. GBST Management has governance and oversight processes in place that regularly monitor the progress of the Strategic R&D Program against key technological, operational and financial milestones within the Board-approved business cases. In addition, the Board Technology Committee provides independent oversight and governance over the Company’s Strategic R&D Program to mitigate the risk of the program not delivering on what is intended. Project delivery and execution Failure to successfully deliver, implement and support GBST’s products and solutions to clients could have an adverse impact on the Company’s reputation and ultimately its financial performance. GBST’s staff are critical in managing this area of risk. GBST is focussed on the hiring, retention and training of its staff of dedicated professionals that are essential to the long-term success of the business. GBST has a full time Project Management Office that drives best practice project management methodologies across the organisation. GBST has a defined Project Management Methodology based on ‘PRINCE2 (Projects in Controlled Environments) for AGILE’ that ensures projects are managed and delivered successfully. The Project Methodology uses gating principles for approval to progress from one phase to another. Gating independently validates that all key deliverables have been approved and controls established before moving forward. Internal systems and processes continue to be developed and enhanced to manage execution risk. 18 GBST Holdings Limited ABN 85 010 488 874 Material business risks continued Risk Nature of Risk Mitigation Cost of regulatory compliance The cost of keeping GBST’s products in compliance with ever changing regulations, as per its licence contracts, can be a significant cost to the Company and can have a negative impact on business performance if not properly managed. Resource management Significant variability in customer demand presents operational challenges with respect to demand forecasting and the availability of Company resources. There is a risk that client demands cannot be satisfied or that key internal strategic development work gets delayed due to resource contention. Key person reliance GBST is reliant on key people in the business who are Subject Matter Experts (SME’s) for the performance of key client implementation, delivery or strategic development work. Failure to ameliorate this reliance could cause inefficiencies in the business and result in financial loss. GBST monitors closely all developments in the regulatory environment that it and its customers operate in. GBST also works closely with the relevant regulatory bodies in all jurisdictions and is regarded as a key source of industry knowledge and expertise in the design and implementation of regulatory change. The Company actively engages with its entire customer base to stay on top of all trends and changes globally through formal, regular user group processes as well as direct customer interactions. GBST seeks to deliver software updates in response to regulatory changes in the most cost-effective way and to spread the cost of compliance across the user base. GBST continues to develop its systems and processes to improve longer term resource planning and utilisation. GBST has a pool of contract resources that can be drawn from in the short-term as required. Enterprise Agile methodologies have also started to be employed that improve GBST’s ability to meet variability in customer demand levels and to redeploy resources between external customer-facing projects or internal projects. GBST has HR and operating processes in place to seek to mitigate this through: y y y succession planning for key staff; identifying key person risk and adjusting training and development plans for other staff to reduce the key person reliance; and shared key resources and information repositories that reduce reliance on knowledge within individual staff. 2018 Annual Report 19 Directors' Report continued Material business risks continued Risk Nature of Risk Mitigation Information security Breach of information security, a cyber security attack or a cyber security breach could cause business interruption, loss of data security or reputational damage. Customer concentration GBST is exposed to loss of major clients through outsourcing decisions, industry amalgamation, and technological change. Loss of a high-concentration customer could cause a significant deterioration in financial results. These risks are mitigated through the following measures: y y y y compulsory company-wide education, training and testing on an on-going basis; regular independent audits and compliance to relevant information security standards; active management of software currency and threat prevention measures; external information security expertise including CISO (Chief Information Security Officer) function is deployed to actively manage this risk. GBST is actively pursuing diversification of income by continuing to develop a broader offering through its range of services and geographic reach. More than half of major client revenue is related to fixed licence fees, secured by long-term contracts. GBST is committed to ongoing investment in R&D to keep products contemporary and to create new revenue earning opportunities. Dividends A final fully franked ordinary dividend of 2.5 cents per share for the 2017 financial year was paid on 13 October 2017, as declared in the financial report for the year ended 30 June 2017. An interim fully franked ordinary dividend of 2.5 cents per share was paid on 20 April 2018. Dividends declared after the end of the year: The Directors have declared a final dividend of 2.5 cents per share to be paid to the holders of fully paid ordinary shares. The dividend will be 100% franked and will be paid on 12 October 2018. 20 GBST Holdings Limited ABN 85 010 488 874 Significant changes in state of affairs During the year, the Company issued 53,590 shares that vested after meeting the performance conditions from the 5 August 2014 grant of performance rights to selected employees under the GBST Performance Rights and Option Plan (LTI Plan). The remainder of performance rights granted on 5 August 2014 had been forfeited prior to the vesting date. On 25 January 2018, a new issue of 502,642 performance rights were granted to selected employees under the LTI Plan which were subject to performance and service conditions. No other significant changes in the state of affairs of the Group occurred during the financial year, other than those disclosed in this report. Events subsequent to balance date No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect operations of GBST, the results of those operations, or the state of affairs of GBST in future financial years. Future developments, prospects and business opportunities Information regarding the Company’s future developments, prospects and business opportunities is included in the report above. Overall, GBST will continue to: y y y enhance and develop its products and services; expand services to clients geographically; and focus on increasing revenue and market share in the markets in which it operates. While the Strategic R&D Program is in progress over the 3-year period, GBST’s ongoing annual R&D expenditure and related cash outflows will be much higher than the longer-term average. For FY19, the second year of the program, GBST expects to spend approximately $22m on the Strategic R&D program. Environmental issues There are no significant environmental regulations applying to the Group. Performance rights To assist in the attraction, retention and motivation of employees, the Company operates a Performance Rights and Option Plan (LTI Plan). The number of performance rights over ordinary shares outstanding at 30 June 2018 are as follows: Grant Date 25.01.18 Exercise Date Exercise Price 28.02.21 $0.00 Number 502,642 In addition, 53,590 new shares were issued to meet the exercise of employee performance rights during the financial year (no amounts are unpaid on any of the shares). The remainder of performance rights issued on 5 August 2014 lapsed prior to the vesting date and have been cancelled. No further shares or employee performance rights have been issued up to the date of this report. 2018 Annual Report 21 Directors' Report continued Indemnifying Directors and Officers During the financial year, the Group paid a premium to insure the Directors and Officers of the Group. The terms of the insurance contract prevent additional disclosure. In addition, the Company has entered into Deeds of Access, Insurance and Indemnity (“Deed”) which ensure the Directors and Officers of the Group will incur, to the extent permitted by law, no monetary loss as a result of defending actions taken against them as Directors and Officers. During the year, GBST advanced $131,674 to a former Director and Executive, Mr Stephen Lake, in accordance with the terms of his Deed. The advances were paid to cover legal costs incurred in defending proceedings brought against Mr Lake in the Supreme Court of Queensland by Mr Malcolm Murdoch, a former director and shareholder of GBST. The proceedings relate to a dispute surrounding the terms on which proceedings by Mr Murdoch in 2003 were settled in 2004. To date, GBST has advanced a total of $1.28m to Mr Lake to cover legal costs incurred in defending these proceedings since he first claimed under his indemnity in 2012. These amounts are expensed as incurred. The obligation to indemnify Mr Lake in accordance with the terms of his Deed for this matter has now concluded. The Group is not aware of any other liability that has arisen under these indemnities at the date of this report. Proceedings on behalf of the Company No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. Non-audit services The Board of Directors, in accordance with advice from the Audit and Risk Management Committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for Auditors imposed by the Corporations Act (2001) for the following reasons: y All non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit and Risk Management Committee to ensure they do not impact the integrity and objectivity of the auditor; and y The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. Details of the amounts paid to the auditor of the Group, KPMG, and its network firms for non-audit services provided during the year are set out below: Taxation services $134,761 Lead Auditor’s Independence Declaration The lead Auditor’s independence declaration can be found on the page following this Directors’ report and forms part of the Directors’ report for the year ended 30 June 2018. 22 GBST Holdings Limited ABN 85 010 488 874 Rounding The Company is of a kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with that instrument, amounts in the financial report and Directors’ report have been rounded to the nearest thousand dollars, unless otherwise stated. Remuneration report – audited The information provided in the remuneration report relates to the Group for the year ended 30 June 2018 and has been audited as required by section 308(3C) of the Corporations Act (2001). The remuneration report is set out under the following main headings: a) Letter from the Chair of the Remuneration and Nomination Committee b) Persons Addressed and Scope of the Remuneration Report c) Context of and Changes to KMP Remuneration for FY18 and into FY19 d) Overview of GBST’s Remuneration Governance Framework & Strategy e) Performance Outcomes for FY18 Including STI and LTI Assessment f) Analysis of bonuses included in remuneration g) Changes in KMP Held Equity h) Remuneration Records for FY18 – Statutory Disclosures i) Employment Terms for Key Management Personnel j) Other Remuneration Related Matters k) External Remuneration Consultant Advice 2018 Annual Report 23 Directors' Report continued (a) Letter from the Chair of the Remuneration and Nomination Committee Dear Shareholders, On behalf of the Board, I am pleased to present the Remuneration Report for the financial year ended 30 June 2018, outlining the nature and amount of remuneration for GBST’s Non-Executive Directors and other Key Management Personnel (“KMP”). I have recently taken over as the Chair of the Nominations and Remuneration Committee, and we have been hard at work during FY18 to review remuneration policies, practices and disclosure in the interests of all stakeholders. In developing this year’s Remuneration Report the Board intended to exceed the statutory requirements of a typical Remuneration Report, to provide shareholders with genuine insights into the remuneration governance, policies, procedures and practices being applied, so that fully informed judgements can be formed in relation to the resolution on the adoption of the Remuneration Report at the upcoming annual general meeting (AGM). It is also intended to facilitate shareholders engaging with the Board regarding refinements and improvements that might be seen as desirable. The Company has adopted a continuous improvement process to remuneration governance, as the circumstances of the Company evolve. The Board will, over the course of FY19 and likely into FY20, consider what further improvements to remuneration governance, policies, procedures and practices could be made, implement them, provide updates and respond to feedback in future Remuneration Reports. Given the results for FY18, the Board is satisfied that the outcomes for remuneration in relation to FY18 demonstrates an appropriate link between performance and reward, in respect of the Executive KMP of the Company. We understand that the long-term incentive plan that was in place for FY18 - which was a one-off interim plan, does not meet market expectations regarding LTI arrangements, however this was necessary while the Board developed the right kind of plan (now completed) and it will be replaced for the upcoming financial year. We are confident that Shareholders will understand the need for such a temporary arrangement, and we hope that you will support the outcomes of the process including the new plan. The Nominations and Remuneration Committee has engaged independent remuneration experts during the year to conduct executive benchmarking and also to assist with the development of the new incentive plans which improve strategy alignment and support sustainability of returns for shareholders. Furthermore, the remuneration consultants were used to ensure alignment between the Company’s remuneration practices, best-practices evident in the market, and tailored to the Company’s circumstances. A number of other areas for consideration have been identified, with some already actioned, and they are outlined in this report. The Board will be pleased to receive feedback in relation to this report and commit to engaging with shareholders and their representatives on these matters. We look forward to your comments, and support for remuneration related resolutions, at the upcoming AGM. Ms Christine Bartlett Independent Non-Executive Director Chair of the Nominations and Remuneration Committee 24 GBST Holdings Limited ABN 85 010 488 874 (b) Persons Addressed and Scope of the Remuneration Report The Remuneration Report sets out the prescribed Key Management Personnel (KMP) remuneration information and details in accordance with section 300A of the Corporations Act and associated regulations, including policies, procedures, governance, and factual practices as required. In addition, GBST Holdings Limited (GBST, the Company) has decided to provide further information to assist shareholders to obtain an understanding of the Company’s approach to the remuneration of KMP. KMP’s are the Non-Executive Directors, the Executive Directors and employees who have authority and responsibility for planning, directing and controlling the activities of the consolidated entity. On that basis, the names and positions held of Group and Company KMP’s in office at any time during the financial year are addressed in this report: Key Management Personnel Position A Brackin C Bartlett D Adams D Page T Vu R DeDominicis M Knowlton D Orrock D Simpson G Turner P Salis Director (Non-Executive Chair) (Independent) Director (Non-Executive Deputy Chair) (Independent) Director (Independent) (retired 29 June 2018) Director (Independent) Director (Independent) Director (Managing Director and Chief Executive Officer) Chief Technology Officer Head of Asia Pacific Head of EMEA Chief Financial Officer (appointed 11 December 2017) Chief Financial Officer (resigned 6 October 2017) (c) Context of and Changes to KMP Remuneration for FY18 and into FY19 Matters Identified as Relevant Context for Remuneration Governance in FY18 and into FY19 The KMP remuneration structures that appear in this report are largely those that prevailed over FY18, as is required by regulation. These structures and the outcomes resulting from them were the result of decision making processes, including benchmarking, that were undertaken in previous years. The Board has undertaken to make continuous improvements to remuneration governance, policies and practices applied to KMP of the Company, as well as other employees, to ensure appropriateness to the circumstance of the Company as it evolves over time. The following outlines important context for the decisions that were made in relation to remuneration for and during FY18, the outcomes of which are presented in this report. Those changes already made in respect of FY19 or anticipated to be implemented during the remainder of FY19 will be commented on to the extent relevant to an evaluation of remuneration for FY18, with additional information to be given as part of the FY19 Annual Report. y During FY17 and FY18 the Board sought and received feedback from both stakeholder and independent consultant views of KMP remuneration governance and practices, including taking note of feedback from proxy advisors, and has sought to be responsive to that feedback. The main themes emerging from those engagements are dealt with in this report. y Market capitalisation is one of the factors that influences external assessments of the appropriateness of remuneration, and it is understood that external groups tend to see it as a primary indication of the size and status of the Company, as well as the field in which the Company is competing for talent. In this regard it should be noted that the market capitalisation of the Company decreased from $202 million at the end of FY17 to approximately $144 million as at the end of FY18. This fall in market capitalisation is the result of a fall in the share price of approximately 28.6% during FY18, due to the impact of several key issues outlined below. 2018 Annual Report 25 Directors' Report continued (c) Context of and Changes to KMP Remuneration for FY18 and Into FY19 continued y The Company is in the process of implementing its renewed strategy which has been adjusted in light of emergent events in recent years, including: f The loss of two large clients before FY17 had flow on effects into FY17 and FY18 causing a reduction in GBST’s revenue and trading performance in those financial years. f At the same time, GBST has needed to refocus on strategic R&D investment in order to strengthen its digital solutions and to take advantage of longer-term market growth. This will enable GBST to support longer-term growth in licence fees as well as enable the company to meet growing demand for automated advice and differentiated adviser and client experiences. f As was previously mentioned in the FY17 annual report, GBST will invest $50 million over 3 years in its Strategic R&D Program, with a focus on providing greater long-term value for shareholders. f The items above are believed to have had a direct impact on the GBST share price, however, as the business’s operating results stabilise and as GBST starts to show progress on its Strategic R&D Program, it is expected that negative pressure on GBST’s share price will start to abate. The FY18 results, particularly the second half, have started to demonstrate some of the stabilisation and improvement that the Board has tasked the Executive team with delivering. It is this context that makes it important for the KMP Remuneration structure to provide clear incentives for the Executive team to continue the important stabilisation and improvement journey and at the same time, deliver on the critical goals of GBST’s Strategic R&D Program. In addition, the Strategic R&D Program has started to show good progress with the digital component (Catalyst) having gone live with its first key client before the end of the financial year and key early milestones around the E-VOLVE component of the program being delivered. The Strategic R&D Program has also progressed sufficiently such that the accounting criteria for capitalisation as an asset have been met for significant parts of the program resulting in GBST being required to capitalise aspects of the program under the accounting standards. The company expects that more components of the Strategic R&D Program will meet the accounting capitalisation criteria in FY19 and hence more of the development expenditure is expected to be capitalised as an intangible asset on GBST’s balance sheet. y y y y y New revenue accounting standard (AASB15) must be implemented in FY19 with transitional provisions applying to incomplete contracts spanning 30 June 2018. The new revenue standard affects the timing of revenue recognition for GBST’s smaller, non-regulatory products. These transitional provisions may require an adjustment to opening retained earnings of $1.57m, comprising $1.23m of licence revenues brought forward from FY19 and beyond and $0.34m in capitalised commission costs which will be amortised over the terms of the respective contracts. It is not possible to accurately determine the net impact of the standard on FY19 or future earnings as adjustments will be offset by revenue recognised earlier under the new standard on unknown new contracts that are to be entered into during FY19 and beyond. y Given the context of challenges around accounting changes associated with the new revenue standard and variability in the capitalisation of GBST’s Strategic R&D Program, the Remuneration Committee has been mindful to design incentive structures and set incentive targets going forward that are not as susceptible to these challenges, that are not subject to any potential gaming, that can be easily understood by the Executive team, can be tracked objectively and can directly demonstrate an increase in shareholder value before value is derived under the incentive. y The design of the remuneration and incentive structure has been adjusted accordingly to ensure that there are meaningful incentives around delivering on appropriate FY19 financial targets and each Executive will have a meaningful component of their incentive plan based on delivering FY19 objectives around the Strategic R&D Program. In addition, it is important that there are meaningful longer-term retention incentives for the GBST Executive team to remain through this important period for the company but that those incentives are directly congruent with and tied to an increase in longer-term shareholder value. 26 GBST Holdings Limited ABN 85 010 488 874 y y The design of the FY19 Long-Term Incentive Plan being based on the grant of Options, which are subject to a service related vesting condition with an exercise price related to the VWAP applicable to the Company’s shares around the time of the grant calculation and the payment of an exercise price in 3 years’ time, is a direct response to this context. In addition to the service requirement, an LTI recipient will also need to achieve a certain minimum personal performance expectation rating throughout the period before any LTI grant will vest.  Key Remuneration Matters Identified and Adjustments Made or Planned in Response, Since the Previous Report During FY18 the following KMP remuneration related matters were identified for consideration and/or action during the reporting period and into FY19: y During FY17 and FY18 opportunities to improve remuneration governance and disclosure were identified by the Board. Considerations and action in response should be evident from this document. In particular, the following were salient issues: f Some observers sought further improvements to disclosure of short-term incentive (STI) arrangements. In particular, they were concerned regarding the lack of disclosure of the specific STI targets used as well as the Group EBITDA target, which was used as a gateway. This has been resolved in this report through additional disclosure. f Some stakeholders also raised concern regarding the use of a normalised EPS hurdle in the LTI plan as there is a view that areas directly impacted by management’s decisions will not be included in the performance measure. The use of Board discretion in this area is addressed in a dedicated section of this report to provide transparency and reassurance on this matter. It should be noted that EPS growth scales do not function when EPS is negative in the base year. While the LTI grant made in FY18 replaced the normalised EPS vesting condition with operating EBITDA, the grant for FY19 will be based on grants of options (see discussion below). f Comments were made regarding the use of a single metric for the LTI and in particular no market metric being used. While this issue was not resolved with the FY18 grant being a temporary measure, it has been resolved with the FY19 grant, as discussed below. f One stakeholder raised concern regarding the lack of detail on the LTI plan in particular, change of control provisions, individual incentive stretch/maximum opportunities and the treatment of dividends on unvested awards. This has been resolved in this report through additional disclosures. y Changes were made to the STI plan for FY18, which meant that all of the Senior Executives were subject to a Group Operating EBITDA Target gate (three Executives also had metrics covering their specific areas of responsibility) and then there was a weighting on individual performance and behaviours. The EBITDA target excludes the cost of R&D expenses as well as other adjustments made at the Board’s absolute discretion. The question of whether it is appropriate to continue with the policy of adjustment/normalisation applied to financial metric calculations for the purposes of incentives, was raised, and this will be the subject of consideration for FY19 with a decision to be made prior to FY19 incentive invitations being made. This matter is discussed further elsewhere in this report (see separate section). y The Board is currently in the process of implementing a new STI plan for FY19, which will be driven by financial targets as well as business unit and individual role performance measures where appropriate, linked to the Company’s strategy. This new plan is described later in this report. y Executive benchmarking was undertaken by an independent expert external remuneration consultant during FY18: f This showed that while the MD/CEO’s Base Package fell close to the high end of the range based on local Australian benchmarks, the other Executive roles were within the range (+/- 20%) from the median of the Australian market data, f Incentive components of remuneration appeared to represent a value that aligned with Australian market peers, however the consultant also gave advice on how the short and long-term incentive plans could be improved to better align with the strategy and market best-practices, f The consultant suggested that standard remuneration profiles be introduced for direct reports operating at a similar level so that individuals had a similar proportional interest in short and long-term outcomes, scaling naturally with the Base Packages. 2018 Annual Report 27 Directors' Report continued (c) Context of and Changes to KMP Remuneration for FY18 and Into FY19 continued y The LTI granted during FY18 differed from previous grants in that it was based on a one-year Operating EBITDA target and a concurrent three-year service period. This was a one-off transitional arrangement while the LTI plan was being redesigned, and the Board accept that the FY18 LTI arrangement was not in line with market best practice, which is usually based on a three-year performance period. The Company’s LTI plan approved at the Company’s 2012 Annual General Meeting will be replaced with a new LTI Plan however the uncertain impact on EPS of the anticipated R&D expenditure over the next three years will continue to need careful consideration. y With regards to the intended new LTI plan, LTI grants for FY19: f Should be based on options with the exercise price set at the share price at grant (market exercise priced options or MEPOs). The FY19 options are intended to have a three-year service related vesting condition, and an exercise period of around 2 years (term of 5 years from grant date). The exercise price of an option serves as an inbuilt performance condition as there will be no value in the option unless the share price exceeds the exercise price at the time of grant, and the amount of benefit scales with the degree to which the share price at the time of exercise exceeds the exercise price. This is designed to create an incentive for executives to grow shareholder value over the three-year service period and align with the goal of wealth creation for shareholders, f In addition to the service requirement, an LTI recipient will also need to achieve a certain minimum personal performance expectation rating throughout the period before any LTI grant will vest. y Future incentives will differentiate between defined Target and Stretch levels of performance (see definitions of these below) to improve clarity for shareholders and participants alike, noting that the incentives are intended to have two components, being at-risk market pay (downside to expected remuneration outcomes), and a genuine incentive (upside to expected remuneration outcomes), respectively. y No changes to remuneration received by Non-Executive Directors have been made and the Board will not be seeking an increase to the aggregate fee limit (AFL) for NEDs at this time. y During the year, the number of Directors reduced from six to five. The Board does not anticipate replacing the position in the near term which will therefore contribute to a cost saving for the Company in FY19. (d) Overview of GBST’s Remuneration Governance Framework & Strategy Transparency and Engagement The Company seeks input regarding the governance of KMP remuneration from a wide range of sources, including: y Shareholders, y Remuneration and Nomination Committee Members, y y Stakeholder groups including proxy advisors, External remuneration consultants (ERCs), y Other experts and professionals such as tax advisors and lawyers, and y Company management to understand roles and issues facing the Company. The following outlines a summary of GBST’s Remuneration Governance Framework that has resulted from those engagements and related considerations. 28 GBST Holdings Limited ABN 85 010 488 874 Remuneration and Nomination Committee Charter The Remuneration Committee Charter (the Charter) governs the operation of the Remuneration Committee (the Committee). It sets out the Committee’s role and responsibilities, composition, structure and membership requirements. The purpose of the Committee is to assist the Board by: y Ensuring that policies and practices align the interests of staff with the interests of shareholders to enhance the company’s performance, y Assisting in attracting, retaining and motivating/engaging staff who are critical to GBST’s success, y Ensuring that policies and procedures are applied fairly, and comply with all relevant regulatory requirements, y Advising on material changes to Remuneration Policy, including structure, for all staff as well as material changes to superannuation or pension arrangements, y Recommendations for delegated authorities for implementing remuneration related decisions, y Remuneration recommendations on all staff whose remuneration is disclosed in the annual report as well as specific recommendations, including allocation of equity and bonuses to senior members of staff, including the consideration of performance against goals and ensuring that these payments are aligned to progress towards or the completion of the Board’s goals for the organisation, y Consideration of the remuneration framework for Non-Executive Directors and making recommendations to the Board; and y Reviewing and approving sources of advice and data used in support of recommendations for remuneration. The Committee has the authority to seek independent professional advice for company related matters. GBST recognises the importance of ensuring that any recommendations given to the Committee provided by remuneration consultants are provided independently of those to whom the recommendations relate. Further information about the parameters under which external remuneration consultants are engaged is provided below. Senior Executive Remuneration Policy This policy outlines the Company’s intentions regarding Senior Executive remuneration, as well as how remuneration is intended to be structured, benchmarked and adjusted in response to changes in the circumstances of the Company, and in line with good governance. y Remuneration should be composed of: f Base Package (inclusive of superannuation, allowances, benefits and any applicable fringe benefits tax (FBT)), f Short-term variable remuneration which provides both upside and downside based on performance against annual objectives, and f Long-term variable remuneration which provides both upside and downside based on an equity-linked reward for performance against indicators of shareholder benefit or value creation, over a three-year period, but in a way that create a continuous improvement framework (overlapping Measurement Periods), f In total the sum of the elements will constitute a total remuneration package (TRP). y Both internal relativities and external market factors should be considered in benchmarking a role, y Total Remuneration Packages (TRPs, which include base package and incentives) should be structured with reference to market practices and the circumstances of the Company at the time, y Base Package policy mid-points should be set with reference to P50 (the median or the middle) of the relevant market practice, however international competitors for talent may be considered from time to time and used to modify the benchmarks, y Remuneration will be managed within a range so as to allow for the recognition of individual differences such as the calibre of the incumbent and the competency with which they fulfil a role (a range of +/- 20% is specified in line with common market practices), 2018 Annual Report 29 Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued y y y TRPs at Target (being the Base Package plus incentive awards intended to be paid for targeted levels of performance) should fall between P50 and P75 (the upper quartile, the point at which 75% of the sample lies below) of the relevant market practice so as to create a strong incentive to achieve targeted objectives in both the short and long-term, while maximum opportunism should exceed P75, but be designed to be rarely achieved, The Board believes that Senior Executives (other than the CEO) should receive a similar mix of remuneration (Base Package relative to STI and LTI) to ensure that there are similar interests in and focus upon group objectives and therefore TRPs may depart from role specific P75 market benchmarks to a minor extent to ensure this outcome, and Termination benefits will generally be limited to the default amount allowed for under the Corporations Act (without shareholder approval). Remuneration Structure – Non-Executive Directors Remuneration of Non-Executive Directors is determined by the Board with reference to market rates for comparable companies and reflective of the responsibilities and commitment required of the Director. The remuneration of Directors is voted on annually as part of the acceptance of the Remuneration Report at the Company’s Annual General Meeting. The current shareholder approved limit is $750,000. Non-Executive Directors are paid a fixed annual remuneration (inclusive of superannuation where relevant). The annual fees paid to Non-Executive Directors in FY18 are: y y y $135,000 (inclusive of superannuation) for the Chair; $90,000 (inclusive of superannuation) for the Deputy Chair and Committee Chairs; and $80,000 (inclusive of superannuation) for Non-Executive Directors. Non-Executive Directors may make investments in the Company in accordance with the Company’s share trading guidelines, but they do not participate in the existing Company LTI Plan. GBST does not operate a scheme for retirement benefits to Directors. Approach to Determining Comparators for Remuneration Benchmarking When the Company seeks external market data in relation to Senior Executive benchmarking, the following principles are generally intended to apply, however the Board seeks independent expert advice regarding design of comparator groups as part of engaging an external remuneration consultant. A benchmarking comparator group will take into account the Company’s estimated sustainable market capitalisation at the time of the exercise and will include direct competitors of comparable scale to the extent possible. The group should be large enough to produce valid statistics, and small enough to be reasonably specific, however to the extent that direct competitors are not sufficient to produce a statistically robust sample, companies of comparable scale from the same industry or sector will be included. The group should be balanced with an equal number of comparators larger, and smaller, generally limited to those within a range of half to double the Company’s market capitalisation value used in designing the group. If the Board forms the view that larger Australian peers or international competitors represent a material risk of loss of talent, then such market practices may also be considered and used to modify benchmarks for Executive roles. These principles are specific to remuneration benchmarking exercises and therefore may produce different outcomes than those applied to the design of other types of comparator groups. Short-Term Incentive Policy The Short-Term Incentive policy may be summarised as follows: y The Company should operate a formal Short-Term Incentive Plan (STIP) as part of the remuneration offered to Senior Executives so as to: f Motivate Senior Executives to achieve the short-term annual objectives linked to shareholder value creation, f Create a strong link between performance and reward, 30 GBST Holdings Limited ABN 85 010 488 874 f Share company success with the Senior Executives that contribute to it, and f Create a component of the employment cost that is responsive to short to medium term changes in the circumstances of the Company, y Non-Executive Directors are excluded from participation, y y y The measurement period for performance should be the financial year of the Company which is considered short-term, The STIP should be outcome focused rather than input focused, and while an individual performance component may be present, rewards should generally be linked to indicators of shareholder value creation, and The Board will retain discretion to adjust actual awards so as to manage circumstances in which the calculated award may be considered inappropriate. Long-Term Incentive Policy The Long-Term Incentive policy may be summarised as follows: y The Company should operate a formal Long-Term Incentive Plan (LTIP) as part of the remuneration offered to Senior Executives so as to: f Motivate Senior Executives to achieve long-term objectives linked to shareholder value creation over the long-term, f Create a strong link between performance and reward over the long-term, f Share the experience of shareholders with the Senior Executives that contribute to it including creating an ownership position, and f Create a good behaviour bond that will extend beyond cessation of employment and create a disincentive to take actions that are not deemed to be in the long-term interests of shareholders, y Non-Executive Directors are excluded from participation, y y The measurement period for performance should be aligned with the financial year of the Company and should include three financial years, and The Board will retain discretion to adjust actual vesting so as to manage circumstances in which the calculated vesting may be considered inappropriate. Defining Target and Stretch for Variable Short-Term Incentive Remuneration Purposes In relation to the design, implementation and operation of variable remuneration including incentives there should, where possible, be a range of performance and reward outcomes identified and defined. These should be set with regard to the elasticity of the measure, the impact of the measure on shareholder value creation and the ability of Senior Executives to influence the measure. In order to create clarity and consistency, the following concepts and principles are generally intended to apply to the design of incentive scales: y y “Target”, being a challenging but achievable outcome, and which is the expected outcome for a Senior Executive/team that is of high calibre and high performing (generally 50% - 60% probability of achievement), and “Stretch” (the maximum) levels of objectives, which is intended to be a “blue sky” or exceptional outperformance, which are not expected to be achieved, the purpose of which is to create a continuous incentive to outperform when outperformance of the Target has already been achieved (generally less than 20% probability of achievement). This is particularly important for shareholders to understand when comparing with other Companies whose maximum levels of incentives may be associated with a planned or target outcome and are not genuinely “Stretch”. Claw back/Malus Policy and Good Behaviour Bond The Board currently holds the view that a claw back policy is not necessary since malus type mechanisms are built into the formal incentive plan rules. Both sets of plan documents have been designed so that the incentive opportunities will be forfeited if a participant, or the Executive team as a whole, takes action that the Board determines to be against the interest of the Company and/or its shareholders. 2018 Annual Report 31 Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued Securities Trading Policy The Company’s Policy on Trading in Company Securities, which applies to all Directors, Employees and Contractors, sets out the guidelines for dealing in any type of Company Securities. It also summarises the law relating to insider trading which applies to everyone. Under the current policy trading is prohibited during certain “closed periods”. The following periods in a year are “closed periods”, unless otherwise determined by the Board: y y The period from (and including) the 15th of December until the next trading day after the day the Company releases its results for half financial year ended 31 December to the ASX, and The period from (and including) the 15th of June until the next trading day after the day the company releases its audited results for the financial year ended 30 June to the ASX. Equity Holding Policy The Company currently has a policy in place for its Non-Executive Directors, which requires them to hold a minimum of 30,000 shares in the company or such other amount as determined by the Board from time to time. Each Director has three years after the date of their appointment or three years from the commencement of the policy to meet this requirement. Non-Executive Directors are required to maintain this level of shareholding for as long as they remain Directors. There is currently no such policy in place for executives as they receive sufficient equity under the LTI plan to align their interests with shareholders. Variable Executive Remuneration – The Short-Term Incentive Plan (STIP) FY18 STIP (Legacy) Short Term Incentive Plan (STIP) Aspect Measurement Period Award Opportunities Plan, Offers and Comments The Company’s financial year (12 months). The MD/CEO was offered a target-based STIP equivalent to 30% of Base Package for Target performance, with a maximum/stretch opportunity of up to 60% of Base Package. Other Senior Executives who are KMP were offered a target-based STIP equivalent to between 20% and 40% of their Base Package for Target performance, with a maximum/stretch opportunity of between 40% and 81% of Base Packages. 32 GBST Holdings Limited ABN 85 010 488 874 Short Term Incentive Plan (STIP) Aspect Plan, Offers and Comments Key Performance Indicators (KPIs), Weighting and Performance Goals FY18 Invitations to participate in the STIP were based on a combination of company performance and individual KPIs. Company performance was primarily based on Operating EBITDA, with business unit heads having a second customised performance measure related to that unit/region. These are summarised below: Chief Executive Officer & Managing Director and Chief Financial Officer y Group Operating EBITDA Margin - 100% Chief Technology Officer y Group Operating EBITDA – 75% y Strategic R&D projects as agreed with CEO – 25% Head of Asia Pacific y Group Operating EBITDA – 50% y Asia Pacific Operating EBITDA - 50% Head of EMEA y Group Operating EBITDA – 50% y EMEA Operating EBITDA – 50% Financial targets are set with reference to the annual budget for the financial year. The financial KPIs are subject to an individual performance modifier (based on the achievement of individual performance objectives and the demonstration of behaviours aligned with the GBST company values), which has the effect of scaling the actual award received up or down from 0% to 200% of target. Calculations are performed following the end of the Measurement Period and the auditing of Company accounts. STI payments will generally be paid in the next monthly pay cycle following approval by the Board. Deferral has not been introduced due to the mix of STI and LTI being appropriately weighted, with overlapping measurement periods that mitigate the risk of short-termism. STI Plan Incentive payments for resigning employees will not be pro-rated for incomplete performance periods. Employees must still be employees of GBST at the time when the STI plan payments are made in order to receive the payment. Therefore, employees who terminate their employment after the conclusion of the performance plan period, but before the incentive payments are made will not be eligible to receive payment. In the case of resignation or termination due to serious illness or disability, incentive payments will be determined on a case-by-case basis. In the event of a Change of Control including a takeover the Board may in its ultimate discretion determine the treatment of the STI. 2018 Annual Report 33 Award Determination and Payment Cessation of Employment During a Measurement Period Change of Control Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued Short Term Incentive Plan (STIP) Aspect Plan, Offers and Comments Plan Gate & Board Discretion Fraud, Gross Misconduct etc. For each Measurement Period the Board will have the discretion to either abandon the plan or adjust award payouts if the Company’s overall performance during the Measurement Period was substantially lower than expectations and resulted in significant loss of value for shareholders. A specified gate condition may apply to offers of STI such that no award will be payable in relation to any KPI if the gate condition is not met or exceeded. FY18 Invitations A gate equal to the target Group Operating EBITDA applied so that no STI was payable if this condition was not met or exceeded. If the Board forms the view that a Participant has committed fraud, defalcation or gross misconduct in relation to the Company then all entitlements in relation to the Measurement Period will be forfeited by that participant. Claw back The plan includes forfeiture provisions. FY19 STIP (New Plan) Short-Term Incentive Plan (STIP) Aspect Purpose Plan, Offers and Comments The STI Plan’s purpose is to: y y give effect to an element of a market competitive remuneration package for Senior Executives in accordance with the executive remuneration policy, and align with market practices, to provide a clear link between Company performance and variable pay that represents both “upside” (incentive) and “downside” (at-risk pay) around the Target remuneration package, thus sharing the risk and rewards of Company performance with Executives, including reducing the cost of executive remuneration when Company financial performance has not met expectations, and y to encourage team work and cooperation amongst the Executives over the short-term, in creating value for shareholders. Measurement Period The Company’s financial year (12 months). 34 GBST Holdings Limited ABN 85 010 488 874 Short-Term Incentive Plan (STIP) Aspect Award Opportunities Key Performance Indicators (KPIs), Weighting and Performance Goals Plan, Offers and Comments For FY19 the MD/CEO STIP opportunity will be equivalent to 40% of Base Package for Target performance, with a maximum/stretch opportunity of up to up to 100% of the Target award, i.e. 80 % of Base Package. Other Senior Executives who are KMP will have a target-based STIP opportunity of 40% of their Base Package for Target performance, with a maximum/stretch opportunity of up to 100% of the Target award, i.e. 80 % of Base Package. Shareholders should refer to the definitions of Threshold, Target and Stretch presented elsewhere in this document when assessing incentive practices and comparing them to those in other companies. Under the new STI plan, each Executive will be allocated a weighting in respect of each of the following key result areas (KRAs) and linked to the Company’s strategy and business plans through key performance indicators (KPIs), in a mix appropriate to the level and type of role: y Group financial and/or strategic and/or operational, y Business Unit financial and/or strategic and/or operational, and y Role/Individual, which may include financial/strategic/operational objectives and/or individual performance assessment. The following table indicates the weightings of KPIs as applicable to the FY19 STIP opportunities: KPI Group Operating EBITDA Before Strategic R&D Business Unit Operating EBITDA Before Strategic R&D Strategic R&D Excluding Capitalisation Individual Effectiveness Total MD/CEO Weighting Business Unit Heads Weighting Other Direct Reports Weighting 40% 10% 40% - 50% - 40% 20% 100% 20% 40% 20% 100% 20% 100% Two gates apply to all KPIs for FY19 (see below). Financial targets are set with reference to the annual budget for the financial year and cannot be disclosed prospectively as a matter of commercial confidentiality. Targets will be disclosed retrospectively along with incentive award outcomes. Strategic R&D has been excluded from the financial assessment so as to ensure that Executives are not discouraged from making those strategic investments that will ensure sustainable value creation for shareholders over the long-term. Continued 2018 Annual Report 35 Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued Short-Term Incentive Plan (STIP) Aspect Plan, Offers and Comments Key Performance Indicators (KPIs), Weighting and Performance Goals Individual effectiveness will be assessed by the Board in respect of the MD/ CEO and by the MD/CEO in respect of other Senior Executives, and then reviewed by the Board. The following assessment outcomes will be assigned, following consideration of role fulfilment, contributions to group performance and both strategic and operational plans: Performance Level Below expectations Met expectations Exceeded expectations % Score Range 0% 50% & ≤100% 75% & ≤150% Significantly exceeded expectations >200% Comments The Board selected measures expected to drive economic profitability, and ultimately shareholder value creation over the long-term, within a financial year period, including through successful implementation of the Company’s strategy and fulfilment of budget expectations. These performance ranges for KPIs were calibrated with reference to the company’s policy of differentiating between target and stretch levels of performance. A gate is a condition that must be met or exceeded in order for a group of KPIs to become payable, and may apply to the whole STI opportunity, as specified in the Offer. Two gates apply to all KPIs under the FY19 STIP Offers: y Group Operating EBITDA, and y Individual performance rating must be at “Met expectations” or better. Calculations are performed following the end of the Measurement Period and the auditing of Company accounts. Awards will generally be paid in cash in the September following the end of the Measurement Period. They are to be paid through payroll with PAYG tax and superannuation deducted as appropriate. STI deferral has not been introduced due to the mix of STI and LTI being appropriately weighted, with overlapping measurement periods that mitigate the risk of short-termism: in effect, the Board has included the amount of Target STI that would otherwise be deferred, into LTI, which is more sensitive to long-term outcomes of short-term decision making than deferral alone. Gate Award Determination and Payment 36 GBST Holdings Limited ABN 85 010 488 874 Short-Term Incentive Plan (STIP) Aspect Plan, Offers and Comments Cessation of Employment During a Measurement Period In the event of cessation of employment classified as “Bad Leaver” all entitlements in relation to the Measurement Period are forfeited. Bad Leaver includes: y y dismissal for cause, or resignation, unless the Board exercises its discretion to classify the resignation as “Good Leaver”. In the case of cessation of employment classified as “Good Leaver”, defined as a cessation not classified as Bad Leaver, the award opportunity will be reduced proportionately to reflect the portion of the Measurement Period not yet completed as at the date of the termination. The actual award earned will generally not be calculated until after end of the financial year, along with other participants (not a termination benefit). The Board retains discretion to trigger or accelerate payment or vesting of incentives in the case of a termination, provided that the limitations on termination benefits as outlined in the Corporations Act are not breached. In the event of a Change of Control including a takeover, 100% of the Target STI will be awarded (but not Stretch/Maximum). Any remaining STI will be terminated or allowed to continue at the Board’s discretion. If the remaining STI is allowed to continue and the resulting award is greater than the amount paid at the Change in Control, the net increase only would be paid. If the amount is less, no further action would be due. For each Measurement Period the Board will have the discretion to either abandon the plan or adjust award payouts if the outcome would otherwise by seen as inappropriate. If the Board forms the view that a Participant has committed fraud, defalcation or gross misconduct in relation to the Company then all entitlements in relation to the Measurement Period will be forfeited by that participant. The Plan Rules for the STI include a malus type clause such that the Board may determine that incentive opportunities in a given year are forfeited, if actions come to light that are deemed to have been against the interests of the Company or its shareholders. This may be applied to an individual, or all Executives as a group. Change of Control Board Discretion Fraud, Gross Misconduct etc. Actions that are not in the Interests of the Company or its Shareholders 2018 Annual Report 37 Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued Variable Executive Remuneration – Long-Term Incentive Plan (LTIP) – Performance Rights Plan FY18 LTIP (Legacy) Long-Term Incentive Remuneration (LTI) Performance rights are issued under the Company’s LTI Plan approved at the Company’s 2012 Annual General Meeting. The LTI Plan involves the use of performance rights to acquire shares in the Company. The LTI Plan is designed to reward employees in a manner which aligns this element of remuneration with the financial performance of the Company and the interests of shareholders. As such, grants under the LTI Plan are only made to KMP Executives and selected employees who are able to influence the generation of shareholder wealth and thus have an impact on the Group’s performance against the relevant long-term performance hurdle. Selected employees are made individual offers of specific numbers of performance rights at the discretion of the Board and in accordance with the LTI Plan rules. The Board may determine the number of performance rights, vesting conditions, vesting period, exercise price and expiry date. Performance rights may be granted at any time, subject to the Corporations Act and ASX Listing Rules. The Company uses Earnings per Share (EPS) as a performance hurdle for the LTI Plan, measured by growth in earnings per share. EPS was selected to align employee and shareholder interests. Participants in the LTI Plan are also required to meet continued service conditions in order to exercise the performance rights. FY15 issue On 28 August 2017, 23,446 performance rights issued to KMP Executives on 5 August 2014 vested. Since the grant date, 60,291 FY15 performance rights have lapsed due to cessation of employment of KMP participants. R DeDominicis elected not to accept the 12,560 shares arising from the performance rights. The remainder of the performance rights issued of 108,024 on 5 August 2014 were forfeited prior to vesting date and have been cancelled due to failure to meet the financial performance targets for FY17. FY17 issue On 26 September 2016 and 27 October 2016, the Company issued 181,404 FY17 performance rights to KMP Executives. Since the grant dates, 19,880 FY17 performance rights have lapsed due to cessation of employment by a KMP participant. These performance rights were forfeited due to failure to meet the financial performance targets for the 2017 financial year. FY18 issue On 25 January 2018, the Group issued 335,095 performance rights to current KMP Executives. The FY18 performance rights are conditional upon the participants meeting continuous service conditions and the Company meeting certain financial performance measures (as set out below). There is a nil exercise price and the FY18 performance rights vest on the later of: (a) 3 years from Grant Date; or (b) if the date in (a) above occurs during a Closed Period under the GBST Securities Trading Policy, then that date that the relevant Closed Period ends and trading is permitted under that Policy, whichever is the later. The FY18 performance rights expire thirty days after the vesting date. 38 GBST Holdings Limited ABN 85 010 488 874 The performance criteria associated with the FY18 performance rights is as follows: 1. Cumulative Earnings Before Interest, Tax, Depreciation, Amortisation and Strategic R&D (Operating EBITDA) Target Vesting of the performance rights granted will be subject to the Company achieving an Operating EBITDA for FY18 of at least $20,000,000. The targets and respective % are detailed in the following table: Performance Condition Target over the Measurement Period ≥ $20,000,000 to < $21,000,000 ≥ $21,000,000 to <$22,500,000 ≥ $22,500,000 to <$23,500,000 ≥ $23,500,000 2. Service Condition Proportion of Performance Rights to vest 25% 50% 75% 100% Continuous employment with the Company from the grant date to the date of vesting of the FY18 performance rights. For issues to non-Executive Personnel refer to Note 29. Legacy Long-Term Incentive Plan (LTIP) – FY18 Grants Aspect Plan Rules, Offers and Comments Form of Equity The Performance Rights and Option plan included the ability to grant: y Performance Rights, which are subject to performance related vesting conditions, for the purposes of the LTIP, y Options, which are subject to vesting conditions, for the purpose of the LTIP (not used for the FY18 grant). The FY18 grant was based on Performance Rights, which are an entitlement, following vesting and exercise, to be allocated a Company share, with vesting subject to performance conditions. In respect of FY18 only, an arrangement was entered into with the CEO as a one-off, to settle the FY18 LTI in the form of cash to the extent that it may vest in the future. LTI Value In relation to the MD/CEO, Performance Rights with a Target value equivalent to 42% of Base Package. Measurement Period For other Senior Executives Performance Rights with a Target value equivalent to between 27% and 44% of Base Packages. The Measurement Period for the performance condition was from 1 July 2017 to 30 June 2018 (one financial year). There is also a concurrent three-year service condition. Though the one-year measurement period may be considered to be unusual, as was discussed previously in this report, this was done due to FY18 being a transition period when a new LTI plan was being developed. A more traditional LTI, with a three-year measurement period, has been developed to replace this temporary arrangement, and is to be introduced from FY19 (see next section). 2018 Annual Report 39 Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued Legacy Long-Term Incentive Plan (LTIP) – FY18 Grants Aspect Plan Rules, Offers and Comments Vesting Conditions The Board has discretion to set vesting conditions for each offer. Performance Rights that do not vest will lapse. The FY18 Invitations were based on an Operating EBITDA vesting condition, subject to the below vesting scale: Performance Condition Target over the Measurement Period Proportion of Performance Rights to vest ≥ $20,000,000 to < $21,000,000 ≥ $21,000,000 to <$22,500,000 ≥ $22,500,000 to <$23,500,000 ≥ $23,500,000 25% 50% 75% 100% The EBITDA will be measured as before reported strategic R&D expense and plus or minus any adjustments deemed fair and appropriate by the Board. The range was set with reference to the FY18 budget. Though it is unusual for the same condition to be used under both of the STI and LTI plans, as mentioned previously the conditions of this grant was intended to be a one-off due to the transitional nature of the FY18 period. These arrangements have been replaced for FY19. The above vesting conditions are also applicable to the MD/CEO LTI plan. Retesting No retesting applies. Amount Payable for Performance Rights Exercise of Vested Performance Rights No amount is payable by participants for Performance Rights. The target value of Rights is included in assessments of remuneration benchmarking and policy positioning. This is standard market practice and consistent with the nature of Performance Rights. Under the plan rules, vested Performance Rights are exercised automatically following vesting. Rights that are not exercised, lapse. Exercised Rights will be satisfied in the form of ordinary Company shares. Disposal Restrictions etc. Rights cannot be transferred, disposed of, or have a security interested imposed over them. Cessation of Employment If the Executive is classified as an “Other Leaver” then all rights are automatically forfeited, unless the Board determines otherwise. If the Executive is classified as a “Good Leaver” then the Board will consider the circumstances of the Executive ceasing employment and may exercise its discretion to allow some or all of their rights to vest (and be exercised). Change of Control of the Company If a Change of Control Event occurs, all unvested Performance Rights will automatically vest. This aspect has been revised under the new plan (see next section). Claw back The Plan Rules include a claw back facility. 40 GBST Holdings Limited ABN 85 010 488 874 FY19 LTIP (New Plan) Long-Term Incentive Plan (LTIP) Aspect Purpose Plan Rules, Invitations and Comments The LTI Plan’s purpose is expected to: Form of Equity y y y y give effect to an element of a market competitive remuneration package for senior Executives in accordance with the Executive remuneration policy, and align with market practices, create a clear link between Company performance from the perspective of a shareholder, and executive remuneration outcomes, to encourage team work and cooperation amongst the Executives over the long- term, in creating value for shareholders, and to facilitate key decision makers becoming shareholders through remuneration, so as to improve alignment with shareholders beyond the Measurement Period of the LTI. The intended LTIP is based on grants of Options, which are subject to a service related vesting condition with an exercise price related to the VWAP applicable to the Company’s shares around the time of the grant calculation and the payment of an exercise price. In addition to the service requirement, an LTI recipient will also need to achieve a certain minimum personal performance expectation rating throughout the period before any LTI grant will vest. The Options are Indeterminate Options due to the cashless exercise ability built into the Plan. The cashless exercise approach involves the value in the difference between the exercise price and the market price of a share at the time of exercise of the option to be aggregated across the exercised options and settled in a grant of shares of equivalent value. This is intended to overcome the problems that Participants often face in obtaining funding to exercise the options, simplified administration, and ensure the Options are considered indeterminate for tax purposes. The Shares resulting from the exercising of Options may be issued or acquired on-market, at the Board’s discretion. No dividends accrue to unvested Options, they are not entitled to new share issues, and no voting rights are attached. 2018 Annual Report 41 Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued Long-Term Incentive Plan (LTIP) Aspect LTI Value Measurement Period Vesting Conditions Plan Rules, Invitations and Comments The Board retains discretion to determine the value of LTI to be offered each year, subject to shareholder approval in relation to Directors, when the Options are to be settled in the form of a new issue of Company shares. The Board may also seek shareholder approval for grants to Directors in other circumstances, at its discretion. For FY19 it is intended that the MD/CEO be granted Options with a Target value equivalent to 60% of Base Package. For FY19 it is intended other Senior Executives be granted Options with a Target value equivalent to 40% to 50% of Base Package. There is no stretch component to the LTI due to them only having a service related vesting condition. In addition to the service requirement, an LTI recipient will also need to achieve a certain minimum personal performance expectation rating throughout the period before any LTI grant will vest. The number of LTI Options to grant will be calculated with reference to the Target LTI, divided by the fair value (valued as ignoring vesting conditions). The fair value per Option will be calculated using a Black Scholes model. For an Option, the fair value and face value are equal at grant date. The Measurement Period will include three financial years unless otherwise determined by the Board (which would only apply in exceptional circumstances). The Measurement Period is from 1 July 2019 to 30 June 2021. Three-year Measurement Periods combined with annual grants will produce overlapping cycles that will promote a focus on producing long-term sustainable performance/value improvement and mitigates the risk of manipulation and short-termism (continuous improvement); each financial year end will be the beginning, middle and end of three different grants. The Board has discretion to set vesting conditions for each Invitation. The vesting conditions must be satisfied for Options to vest, and Options that do not vest will lapse automatically if there is no further opportunity for them to vest. The FY19 Invitations will include a three-year service condition on the Options such that the executive must remain employed at the end of the Measurement Period in order for the Options to vest (subject to termination of employment clauses, see below). In addition to the service requirement, an LTI recipient will also need to achieve a certain minimum personal performance expectation rating throughout the period before any LTI grant will vest. Comments The exercise price of an option serves as an inbuilt performance condition, in that Participants will not receive a benefit from the option unless the share price exceeds the exercise price. This will also assist with aligning executives’ interests with shareholders. The three-year service condition will also assist to serve as a retention tool. Retesting There is no retesting applicable to grants of Options. 42 GBST Holdings Limited ABN 85 010 488 874 Long-Term Incentive Plan (LTIP) Aspect Plan Rules, Invitations and Comments Plan Gate & Board Discretion Amount Payable for Options While the Options do not have a specific gate, the Board retains a discretion to adjust vesting outcomes in the circumstances that the outcomes would otherwise be likely to be seen as inappropriate. No amount is payable by participants for Options. The target value of Options is included in assessments of remuneration benchmarking and policy positioning. This is standard market practice and consistent with the nature of Options. Exercise of Vested Options Participants will be required to submit an Exercise Notice to convert the Options to Shares. Under the FY19 Invitations Options are planned to have an exercise price equal to the share price, as at grant date as at the time of the grant calculation (assessed via VWAP). Options that are not exercised after 2 years following vesting, will lapse automatically. Options may include a cashless exercise ability feature, which means that participants will receive a number of shares equal in value to the difference between the share price and the exercise price, as aggregated across the number of Options they exercise. This produces an outcome that is less dilutive than traditional Options. Exercised Options will be satisfied in the form of ordinary Company shares, except where the Board exercises its discretion to settle in the form of cash. The Board may impose disposal restrictions on Shares issued under the Plan, to ensure that the Company’s share trading policy is complied with. Disposal Restrictions etc. Options may not be disposed of or otherwise dealt with while they remain Options i.e. prior to exercise. All shares acquired by Participants as a consequence of exercising vested Options, shall be subject to a dealing restriction (Restricted Shares) being that such Restricted Shares may not be disposed of or otherwise dealt with until the latter of: a) b) The time specified by the Company’s securities trading policy with regards to when Executives and directors may deal in securities of the Company, and The time at which dealing in securities of the Company is permitted under the Corporations Act having regard to division 3 of Part 7.10 (insider trading restrictions). Cessation of Employment If a Participant is classified as a Bad Leaver, which includes being dismissed for cause and any other reason or otherwise as determined by the Board at the Board’s discretion at the time of a termination, unvested Options will lapse at termination. In other cases, (Good Leaver) unless the Board determines otherwise, unvested Options will be retained by the Participant and the Board may determine that the service vesting condition has been satisfied in respect of a Good Leaver, at the end of the Measurement Period. In the case of grants made during the year of the termination, the Board may determine that the Participant forfeits the grant in the proportion that the remainder of the year bears to the full year. 2018 Annual Report 43 Directors' Report continued (d) Overview of GBST’s Remuneration Governance Framework & Strategy continued Long-Term Incentive Plan (LTIP) Aspect Plan Rules, Invitations and Comments Claw back/Malus If the Board forms the view that a Participant has committed fraud, defalcation or gross misconduct in relation to the Company then all Options will be forfeited by that participant. Change of Control of the Company The plan includes a clause similar to “Malus” such that if the Board makes a determination that a Participant has through action or inaction harmed the interests of the Company or its shareholders, including by joining a competitor, unvested Options will lapse. This clause may be activated after a termination of employment has occurred in respect of a Good Leaver, which is intended to support continued alignment with shareholders. Unless otherwise determined by the Board, in the event of a Change of Control (CoC) including a takeover, options will vest in full. While this practice is not appropriate in the case of Rights, in the case of Options the benefit is automatically linked to the value of the Shares at the time of a CoC event i.e. if the CoC is linked to the circumstances of a falling share price, the Options are unlikely to deliver any value. All unvested Service Rights will vest. The date of automatic exercise of any unexercised Restricted Rights will be brought forward to a date determined by the Board, and any Specified Disposal Restrictions attaching to Shares will be lifted. 44 GBST Holdings Limited ABN 85 010 488 874 (e) Performance Outcomes for FY18 Including STI and LTI Assessment Company Performance The following outlines the performance of the Company over the FY18 period and the previous 4 financial years in accordance with the requirements of the Corporations Act: EBITDA Year on Year Growth Net profit/(loss) before tax Year on Year Growth Net profit/(loss) after tax Year on Year Growth Basic EPS (cents) Year on Year Growth Closing share price Dividends paid (cents per share) 2014 2015 2016 2017 2018 $20.5m $24.5m $17.2m $12.0m $12.2m 24% 20% $12.0m $17.3m 53% 44% $10.0m $15.3m 66% 15.07 66% $3.15 7.5 52% 22.94 52% $5.73 9.5 (30)% $9.1m (48)% $9.3m (39)% 13.82 (39)% $4.14 11.0 (30)% $5.0m (45)% $7.0m (25)% 10.3 (25)% $2.97 9.2 2% $7.7m 55% $6.2m (11)% 9.2 (11)% $2.12 5.0 Links Between Performance and Reward Including STI and LTI Determination The remuneration of Executive KMP is intended to be composed of three parts as outlined earlier, being: y Base Package, which is not intended to vary with performance, but which tends to increase as the scale of the business increases (i.e. following success), y y STI which is intended to vary with indicators of annual Company and individual performance, and LTI which is also intended to deliver a variable reward based on long-term measures of Company and Executive performance. Links Between Company Strategy and Remuneration The Company intends to attract the superior talent required to successfully implement the Company’s strategies at a reasonable and appropriately variable cost by: y y positioning Base Packages (the fixed element) around relevant market data benchmarks when they are undertaken, supplementing the Base Package with variable remuneration, being at-risk remuneration and incentives that motivate Executives to focus on: f short to mid-term objectives linked to the strategy via KPIs and annual performance assessments, and f long-term value creation for shareholders by linking a material component of remuneration to those factors that shareholders have expressed should be the long-term focus of Executives and the Board and awarding such remuneration in the form of equity. To the extent appropriate, the Company links strategic implementation and measures of success of the strategy, directly to incentives in the way that measures are selected and calibrated. 2018 Annual Report 45 Directors' Report continued (f) Analysis of bonuses included in remuneration Details of the vesting profile of the short-term incentive cash bonuses awarded as remuneration during the financial year to Key Management Personnel are set out below: 2018 R DeDominicis M Knowlton (ii) D Orrock D Simpson G Turner (iii) TOTAL Short-term incentive bonus (i) Included in remuneration $ vested in year % forfeited in year (iv) % - 120,000 - 177,000 50,000 347,000 - 53 - 59 34 100 47 100 41 66 (i) Amounts included in remuneration for the financial year represent the amount related to the financial year based on achievement of personal goals and satisfaction of specified performance criteria. The remuneration committee approved these amounts on 3 August 2018. (ii) M Knowlton’s STI arrangements guaranteed a minimum bonus of 25% of his base salary (excluding super). The percentage vested is calculated as the guaranteed amount divided by the total potential STI. (iii) G Turner’s STI arrangements guaranteed a minimum bonus of $50,000. The percentage vested is calculated as the guaranteed amount divided by the total potential STI, with the balance being the percentage forfeited (regardless of pro-rating for part of a financial year). (iv) The amounts forfeited are due to the performance or service criteria not being met in relation to the current financial year. 46 GBST Holdings Limited ABN 85 010 488 874 (g) Changes in KMP Held Equity Shareholdings of Key Management Personnel The numbers of shares in the Company held (directly, indirectly or beneficially) during the financial year by Key Management Personnel, including their related parties, are set out below. 2018 Directors A Brackin C Bartlett D Adams* D Page T Vu R DeDominicis TOTAL DIRECTORS Executives M Knowlton D Orrock G Turner P Salis** D Simpson TOTAL EXECUTIVES GROUP TOTAL Balance at 01/07/17 Received as Compensation Performance Rights & Options Exercised Net Change Other (i) Balance on Resignation/ Restructure Balance at 30/06/18 200,000 4,750 - 9,250 - 699,055 913,055 - - - 104,636 - 104,636 1,017,691 - - - - - - - - - - - - - - - - - - - - - - 12,560 - 10,886 - 23,446 23,446 60,000 20,250 - 17,250 5,464 - 102,964 - - - - - - 102,964 - - - - - - - - - - (115,522) - (115,522) (115,522) 260,000 25,000 - 26,500 5,464 699,055 1,016,019 - 12,560 - - - 12,560 1,028,579 (i) Shares purchased or sold and consideration for shareholdings purchased by Group. * ** D Adams retired on 29 June 2018. P Salis resigned on 6 October 2017. 2018 Annual Report 47 Directors' Report continued (g) Changes in KMP Held Equity continued Performance Right Holdings of Key Management Personnel Details of vesting profiles of the performance rights granted as compensation: 2018 Directors Number of performance rights issued Grant date % vested in year % forfeited in year/ restructure Financial Years in which grant vests Maximum total value of grant yet to vest $ R DeDominicis (i) 50,243 05.08.14 Executives M Knowlton D Orrock (i) D Orrock D Simpson G Turner P Salis (i) 111,698 50,243 83,774 83,774 55,849 43,544 25.01.18 05.08.14 25.01.18 25.01.18 25.01.18 05.08.14 - - 25 - - - 25 100 2018 - - 75 - - - 75 2021 2018 2021 2021 2021 2018 246,853 - 1 8 5 ,141 1 8 5 ,141 123,426 - (i) 75% of the 5 August 2014 issue have subsequently lapsed as the performance hurdles were not met at 30 June 2017. R DeDominicis elected not to accept 12,560 shares arising from the performance rights that vested in August 2017. Performance Right Holdings of Key Management Personnel The movement in the number of performance rights in the Company held (directly, indirectly or beneficially) during the financial year by Key Management Personnel, including their related parties, are set out below. Performance rights Exercised or Sold Performance rights Cancelled/ Forfeited/ Lapsed/ Restructure Balance 30/06/18 Total Vested at 30/06/18 Total Unvested and Unexercisable at 30/06/18 Balance 01/07/17 Granted as Compensation 112,367 112,367 - 75,093 24,850 - 73,364 173,307 285,674 - - 111,698 83,774 83,774 55,849 - - - (112,367) (112,367) - - - 111,698 (12,560) (62,533) 83,774 - - (24,850) 83,774 - 55,849 - (10,886) (62,478) - 335,095 (23,446) (149,861) 335,095 335,095 (23,446) (262,228) 335,095 - - - - - - - - - - - 111,698 83,774 83,774 55,849 - 335,095 335,095 2018 Directors R DeDominicis (i) TOTAL DIRECTORS Executives M Knowlton D Orrock D Simpson G Turner P Salis TOTAL EXECUTIVES GROUP TOTAL Service period conditions were not met for the performance rights which were subsequently cancelled. (i) R DeDominicis elected not to accept the 12,560 shares arising from the performance rights that vested in August 2017. Details of all performance rights are set out in Note 29 in the financial statements. 48 GBST Holdings Limited ABN 85 010 488 874 Performance Right Holdings of Key Management Personnel Details of performance rights granted as compensation to each key management person during the reporting period and details of performance rights vested during the period: 2018 Directors R DeDominicis TOTAL DIRECTORS Executives M Knowlton D Orrock D Simpson G Turner P Salis TOTAL EXECUTIVES GROUP TOTAL Vested Number # Number of rights granted during 2017-18 # Grant Date Fair Value at Grant Date $ Exercise Price $ First Exercise Date Last Exercise Date - - - - - - - 111,698 25.01.18 12,560 83,774 25.01.18 - - 10,886 23,446 23,446 83,774 25.01.18 55,849 25.01.18 - - 335,095 335,095 2.21 2.21 2.21 2.21 - - - - - 28.02.21 28.03.21 28.02.21 28.03.21 28.02.21 28.03.21 28.02.21 28.03.21 - - 2018 Annual Report 49 Directors' Report continued : s w o l l o f s a e r a s d r a d n a t s g n i t n u o c c a e b a c l i l l p p a d n a s t n e m e r i u q e r e r u s o c s i d y r o t u t a t s o t g n d r o c c a d e r a p e r p i , y t i t n e d e t a d i l o s n o c e h t f o l e n n o s r e P t n e m e g a n a M y e K r e h t o d n a , y n a p m o C e h t f o r o t c e r i D h c a e r o f r a e y l i a c n a n fi e h t r o f d e u r c c a n o i t a r e n u m e r l j f o t n e m e e r o a m h c a e f o t n u o m a d n a e r u t a n e h t f o s l i a t e D s e r u s o l c s i D y r o t u t a t S – s d r o c e R n o i t a r e n u m e R ) h ( % d e t a l e R e c n a m r o f r e P % y t i u q E d e s a B - - - - - % 5 . 1 9 . 1 2 3 . 2 . 8 9 2 . 7 0 2 . 6 0 - - - - - - 5 . 1 3 . 2 1 . 1 7 . 1 . 6 0 r e h t O - g n o L m r e T n o i t a n m r e T i t n e m y o p m E l - t s o P s t fi e n e B s t fi e n e B s t fi e n e B s t fi e n e B m r e T - t r o h S l a t o T t n e m y a P d e s a B - e r a h S 8 1 Y F s t h g R i e c n a m r o f r e P n o i t a r e n u m e R e s n e p x E $ ) v i ( $ ) i i i ( $ $ 0 0 0 5 3 1 , 0 0 0 0 9 , 3 3 3 , 3 8 0 0 0 0 9 , 0 0 0 0 9 , 6 1 1 , 3 2 6 9 4 4 , 1 1 1 , 1 8 0 1 , 7 8 5 , 7 9 7 2 9 3 3 5 3 , 5 1 6 3 6 3 , 3 6 2 - - - - - - - 0 4 8 , 8 4 0 9 8 , 0 3 6 6 , 0 2 4 4 , - - - - - 1 5 7 0 2 , 1 5 7 0 2 , 8 6 2 , 8 4 7 7 6 , - 4 5 7 3 , - - - - - - - - - - - 3 1 8 , 1 1 3 1 7 9 , 1 9 1 , 0 8 1 6 2 1 , 6 7 1 4 3 4 0 7 1 , , 2 3 8 8 , 1 8 2 , 3 5 6 7 0 3 , 5 6 7 0 3 , 5 1 8 , 6 3 6 2 1 , 6 7 1 $ - 8 0 8 7 , 0 3 2 7 , 8 0 8 7 , 8 0 8 7 , 9 4 0 0 2 , 3 0 7 0 5 , 9 4 0 0 2 , 9 4 0 0 2 , 9 7 9 , 1 3 4 2 0 0 , 1 4 2 0 0 , 1 5 2 1 , 2 9 n o i t a u n n a r e p u S - - - - - - - - - - ) i i ( $ r e h t O ) i ( $ s u n o B $ s e e F & y r a l a S e s a B - - - - - - - 0 0 0 5 3 1 , 2 9 1 , 2 8 3 0 1 , 6 7 2 9 1 , 2 8 2 9 1 , 2 8 6 1 3 , 2 8 5 9 1 8 4 , - 1 5 2 , 2 5 3 0 0 0 0 2 1 , , 1 5 9 9 2 4 0 0 0 7 7 1 , , 4 4 7 9 9 3 6 3 8 0 , 1 - 7 3 8 4 9 , ) 7 1 / 0 1 / 6 0 d e n g i s e r ( s i l a S P 5 5 6 , 5 1 0 0 0 7 4 3 , 8 4 9 , 1 7 4 , 1 S E V I T U C E X E L A T O T 0 0 0 0 5 , 5 6 1 , 5 9 1 ) 7 1 / 2 1 / 1 1 d e t n o p p a ( i r e n r u T G , 5 9 9 9 3 0 , 1 S R O T C E R D L A T O T I s r o t c e r i D i n k c a r B A t t e l t r a B C s m a d A D e g a P D u V T 8 1 0 2 i i s i c n m o D e D R s e v i t u c e x E n o t l w o n K M n o s p m S D i k c o r r O D e h t r e v o s t h g i r e c n a m r o f r e p e h t f o t n a r g f o e t a d e h t l t a e u a v r i a f e h t g n i t r o p e r f o t c e ff e e h t s a h h c h w i , s t n e m y a P d e s a b - e r a h S 2 B S A A d r a d n a t s g n i t n u o c c a h t i w e c n a d r o c c a n i d e t r o p e r s i s t h g i r e c n a m r o f r e p f o e u a v e h T l ) v i ( . s e v i t n e c n i s u n o b h s a c d e r r e f e d m r e t - g n o l d n a s t n e m e l t i t n e e v a e l e d u c n l i s t fi e n e b m r e t - g n o l r e h t o e h T ) i i i ( . e t a d g n i t s e v d n a e t a d t n a r g e h t n e e w t e b d o i r e p . t r o p e R n o i t a r e n u m e R e h t f o ’ n o i t c e S n o i t a s n e p m o C d e k n L e c n a m r o f r e P i ‘ e h t n i t u o t e s a i r e t i r c e c n a m r o f r e p c fi c e p s i i t s n a g a r a e y l i a c n a n fi e v i t c e p s e r e h t g n i r u d e c n a m r o f r e p r o f s i s u n o b e v i t n e c n i m r e t - t r o h s e h T . x a t s t fi e n e b e g n i r f d n a t n e m d n o c e s n o s e v i t u c e x E r o f s t n e m t s u d a g n v j i i l f o t s o c e d u c n l i l d n a s u n o b d n a y r a a s e s a b e t u t i t s n o c t o n o d t a h t s t fi e n e b m r e t - t r o h s e r a s t n u o m a r e h t O ) i ( ) i i ( 6 6 5 7 5 , 6 2 1 , 6 7 1 8 2 8 , 2 4 1 5 5 6 , 5 1 0 0 0 7 4 3 , 3 4 9 , 1 1 5 , 2 L A T O T P U O R G 50 GBST Holdings Limited ABN 85 010 488 874 : s w o l l o f s a s a w s d r a d n a t s g n i t n u o c c a e b a c l i l l p p a d n a s t n e m e r i u q e r e r u s o c s i d y r o t u t a t s o t g n d r o c c a d e r a p e r p i , y t i t n e d e t a d i l o s n o c e h t f o l e n n o s r e P t n e m e g a n a M y e K r e h t o d n a , y n a p m o C e h t f o r o t c e r i D h c a e r o f r a e y l i a c n a n fi e h t r o f d e u r c c a n o i t a r e n u m e r l j f o t n e m e e r o a m h c a e f o t n u o m a d n a e r u t a n e h t f o s l i a t e D d e u n i t n o c s e r u s o l c s i D y r o t u t a t S – s d r o c e R n o i t a r e n u m e R ) h ( t n e m y a P s t fi e n e B s t fi e n e B s t fi e n e B d e s a B - e r a h S m r e T - g n o L n o i t a n m r e T i t n e m y o p m E l r e h t O - t s o P s t fi e n e B m r e T - t r o h S e v a e L t n e m e l t i t n E n o i t a u n n a r e p u S ) i i ( $ r e h t O ) i ( $ s u n o B $ s e e F & y r a l a S e s a B - - - - - - - - - - 0 0 0 5 3 1 , 0 0 0 0 9 , 0 0 0 0 9 , 0 0 0 0 9 , 0 0 0 5 4 , - - - - - % d e t a l e R e c n a m r o f r e P % y t i u q E d e s a B $ ) i i i ( $ n o i t a r e n u m e R e s n e p x E l a t o T 7 1 Y F s t h g R i e c n a m r o f r e P $ - - - - - ) 6 . 1 1 ( ) 6 . 1 1 ( , 2 1 6 5 4 5 ) 1 1 2 , 3 6 ( 3 2 8 , 8 - - . 8 0 2 ) 8 . 8 1 ( . ) 8 2 1 ( . ) 9 6 1 ( . ) 4 8 1 ( - - - - ) 8 . 8 1 ( . ) 8 2 1 ( . ) 9 6 1 ( . ) 4 8 1 ( - 7 6 6 6 , 7 6 6 6 4 , - - - - 6 4 9 , 8 4 0 , 1 ) 1 1 2 , 3 6 ( 3 2 8 , 8 9 6 5 4 4 1 , - , 1 7 6 6 3 3 ) 1 1 2 , 3 6 ( 8 7 8 , 5 7 1 ) 1 3 4 2 2 ( , 3 4 8 4 2 3 , ) 3 8 7 4 5 ( , 9 6 0 2 , 8 3 5 6 , 2 5 9 8 , 8 3 2 , 8 2 8 8 9 3 2 , ) 7 4 2 4 4 ( , 4 0 9 4 , 6 3 0 8 1 4 , - - 9 7 8 , 9 3 6 , 1 ) 2 7 6 4 8 1 ( , 1 0 7 0 3 , 5 2 8 , 8 8 6 , 2 ) 3 8 8 7 4 2 ( , 4 2 5 , 9 3 $ - - - - - - - - - - - - - - - - - $ - 8 0 8 7 , 8 0 8 7 , 8 0 8 7 , 4 0 9 3 , - - - 8 2 3 7 2 , 4 0 9 4 , 0 0 0 0 3 , 8 2 4 6 1 , 0 0 0 0 3 , 5 2 2 4 2 , 6 6 9 0 3 , 3 2 5 , 6 3 1 1 5 8 , 3 6 1 - - - - - - - - - - - - - - - - - - - 0 0 0 5 3 1 , 2 9 1 , 2 8 2 9 1 , 2 8 2 9 1 , 2 8 6 9 0 , 1 4 7 6 6 6 , 7 6 6 6 4 , 0 0 0 0 0 6 , - - - - 4 4 0 , 1 2 - - - - - 0 0 3 , 2 4 3 9 2 9 2 7 1 , 8 8 3 , 1 4 3 0 0 0 5 5 2 , 0 7 0 7 8 3 , ) 7 1 / 2 / 4 2 d e n g i s e r ( n a v i l l ’ u S O J k c o r r O D ) 7 1 / 4 / 2 e r u t c u r t s e r ( z e h c n a S I s i l a S P i ) 6 1 / 7 / 1 d e t n o p p a ( n o s p m S D i 4 4 0 , 1 2 0 0 0 0 3 , 3 8 2 , 6 0 6 , 1 S E V I T U C E X E L A T O T 4 4 0 , 1 2 0 0 0 0 3 , 9 8 2 , 2 8 6 , 2 L A T O T P U O R G . n o t l w o n K M r o f s u n o b n o n g S * i * 0 0 0 0 3 , 6 9 5 7 0 , 1 ) 7 1 / 4 / 3 d e t n o p p a ( n o t l i w o n K M , 6 0 0 6 7 0 , 1 S R O T C E R D L A T O T I s e v i t u c e x E i ) 6 1 / 7 / 1 d e t n o p p a ( e g a P D ) 7 1 / 1 / 1 3 d e t n o p p a ( u V T i s r o t c e r i D i n k c a r B A t t e l t r a B C s m a d A D 7 1 0 2 i i s i c n m o D e D R ) 6 1 / 7 / 7 2 d e n g i s e r ( l l e d n u S J ) 7 1 / 1 / 1 3 d e n g i s e r ( s a m o h T I 2018 Annual Report 51 e h t r e v o s t h g i r e c n a m r o f r e p e h t f o t n a r g f o e t a d e h t l t a e u a v r i a f e h t g n i t r o p e r f o t c e ff e e h t s a h h c h w i , s t n e m y a P d e s a b - e r a h S 2 B S A A d r a d n a t s g n i t n u o c c a h t i w e c n a d r o c c a n i d e t r o p e r s i s t h g i r e c n a m r o f r e p f o e u a v e h T l ) i i i ( . e t a d g n i t s e v d n a e t a d t n a r g e h t n e e w t e b d o i r e p . t r o p e R n o i t a r e n u m e R e h t f o ’ n o i t c e S n o i t a s n e p m o C d e k n L e c n a m r o f r e P i ‘ e h t n i t u o t e s a i r e t i r c e c n a m r o f r e p c fi c e p s i i t s n a g a r a e y l i a c n a n fi e v i t c e p s e r e h t g n i r u d e c n a m r o f r e p r o f s i s u n o b e v i t n e c n i m r e t - t r o h s e h T . x a t s t fi e n e b e g n i r f d n a t n e m d n o c e s n o s e v i t u c e x E r o f s t n e m t s u d a g n v j i i l f o t s o c e d u c n l i l d n a s u n o b d n a y r a a s e s a b e t u t i t s n o c t o n o d t a h t s t fi e n e b m r e t - t r o h s e r a s t n u o m a r e h t O ) i ( ) i i ( Directors' Report continued (i) Employment Terms for Key Management Personnel Service Agreements Remuneration and other terms of employment for Executives and the Managing Director are formalised in employment agreements. All employment agreements are subject to an annual review. Each of the agreements provide for base pay, leave entitlements, superannuation, performance-related bonus and any other benefits. They also contain normal provisions relating to the protection of confidential information and intellectual property rights as well as post-employment restraints. As the Group is an international organisation, when Executives are seconded to other countries their remuneration is reviewed in line with normal employment expectations for the relevant country. This may involve adjustments for cost of living and the provision of benefits customary in the country of employment. The amounts of the benefits are set out in the table in section (g) above and are identified as “Short-Term Benefits – Other”. A summary of contract terms in relation to Executive KMP is presented below: Period of Notice Name Position Held at Close of FY18 Employing Company Duration of Contract From Company From KMP Mr. R. DeDominicis Chief Executive Officer and Managing Director GBST Holdings Limited Continuing basis 6 months 6 months Mr. P. Salis (1) Chief Financial Officer GBST Holdings Limited Continuing basis 3 months 3 months Mr. G. Turner Chief Financial Officer GBST Holdings Limited Continuing basis 3 months 3 months Mr. M. Knowlton Chief Technology Officer GBST Holdings Limited Continuing basis 3 months 3 months Mr. D. Orrock Head of Asia Pacific GBST Holdings Limited Continuing basis 3 months 3 months Mr. D. Simpson Head of EMEA GBST Wealth Management Limited Continuing basis 3 months 3 months (1) P Salis resigned on 6 October 2017. The treatment of incentives in the case of termination is addressed in separate sections of this report that give details of incentive design. (j) Other Remuneration Related Matters The following outlines other remuneration related matters that may be of interest to stakeholders, in the interests of transparency and disclosure: There was a loan to KMP Executive Mr. D Orrock during the financial year of $186,510 related to an international tax amount payable in respect of a previous long-term incentive grant which was interest free and fully repaid at 30 June 2018. The amount of interest that would have been charged if the loan was on an arms’ length basis would be $2,554. There have been no other related party transactions with Directors or KMP Executives during the financial year. 52 GBST Holdings Limited ABN 85 010 488 874 (k) External Remuneration Consultant Advice During the reporting period, the Nomination and Remuneration Committee approved and engaged an external remuneration consultant (ERC) to provide KMP remuneration recommendations and advice. The consultants and the amount payable for the information and work that led to their recommendations are listed below: Godfrey Remuneration Group Pty Limited Crichton and Associates Pegala Consulting Pty Ltd Market benchmarking, organisation modelling, and recommendations on Senior Executive remuneration. Review of and advice on the design and calibration of STI and LTI plans including drafting recommendations. Preparing a valuation for LTI allocation purposes Reviewing the FY18 Long-term incentive plan Provide guidance and research for future short-term and long-term Executive incentive arrangements $15,000 $25,000 $999 $1,776 $5,800 Subsequent to the end of the reporting period, an ERC has also been engaged to assist with re-drafting the remuneration report. Any fees charged in relation to this activity will be disclosed as part of the FY19 Remuneration Report. The Board is satisfied that the KMP remuneration recommendations received were free from undue influence from KMP to whom the recommendations related. The reasons the Board is so satisfied include that it is confident that the policy for engaging external remuneration consultants is being adhered to and is operating as intended, the Board has been closely involved in all dealings with the external remuneration consultants and each KMP remuneration recommendation received during the year was accompanied by a legal declaration from the consultant to the effect that their advice was provided free from undue influence from the KMP to whom the recommendations related. Signed in accordance with a resolution of the Directors: Mr A J Brackin Chairman Mr R DeDominicis Managing Director and Chief Executive Officer Dated at Sydney this 14th day of August 2018 2018 Annual Report 53 Auditor’s Independence Declaration Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of GBST Holdings Limited i. I declare that, to the best of my knowledge and belief, in relation to the audit of GBST Holdings Limited for the financial year ended 30 June 2018 there have been: no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 no contraventions of any applicable code of professional conduct in relation to the audit. ii. To the Directors of GBST Holdings Limited I declare that, to the best of my knowledge and belief, in relation to the audit of GBST Holdings Limited for KPMG the financial year ended 30 June 2018 there have been: Simon Crane Partner i. ii. no contraventions of the auditor independence requirements as set out in the Brisbane Corporations Act 2001 in relation to the audit; and 14 August 2018 no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Simon Crane Partner Brisbane 14 August 2018 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability approved Standards Legislation. limited by a scheme under Professional 54 GBST Holdings Limited ABN 85 010 488 874 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms Liability limited by a scheme affiliated with KPMG International Cooperative approved under Professional (“KPMG International”), a Swiss entity. Standards Legislation. Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year ended 30 June 2018 Revenue from licence and support sales Revenue from sponsored work Revenue from sale of third party product Total revenue Other income Total revenue and other income Product delivery and support expenses Sales and marketing expenses General and administrative expenses RESULTS FROM OPERATING ACTIVITIES Finance costs Finance income Net finance income\(costs) Profit Before Income Tax Income tax (expense)\credit PROFIT ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign operations - foreign currency translation differences Total items that may be reclassified subsequently to profit or loss Other comprehensive income\(loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY Earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) The accompanying notes are an integral part of these consolidated financial statements. Note 30 Jun 2018 $‘000 30 Jun 2017 $‘000 58,127 59,119 28,818 27,346 1,127 1,144 88,072 87,609 186 366 88,258 87,975 (71,609) (72,729) (3,834) (4,908) (5,163) (4,704) 7,652 5,634 4 (d) 4 (e) (8) 128 120 7,772 5 (1,523) 6,249 (703) 92 (611) 5,023 1,962 6,985 925 925 925 (1,446) (1,446) (1,446) 7,174 5,539 30 30 9.20 9.20 10.31 10.30 2018 Annual Report 55 Financial Statements continued Consolidated Statement of Financial Position as at 30 June 2018 Note 30 Jun 2018 $‘000 30 Jun 2017 $‘000 Current assets Cash and cash equivalents Trade and other receivables Work in progress Current tax receivables Other assets Total Current Assets Non-current assets Work in progress Plant and equipment Intangible assets Deferred tax assets Other assets Total Non-Current Assets TOTAL ASSETS Current liabilities Trade and other payables Loans and borrowings Current tax liabilities Provisions Unearned income Total Current Liabilities Non-current liabilities Trade and other payables Deferred tax liabilities Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS Equity Issued capital Reserves Retained earnings TOTAL EQUITY The accompanying notes are an integral part of these consolidated financial statements. 56 GBST Holdings Limited ABN 85 010 488 874 7 8 9 12 9 10 11 15 12 13 14 16 17 13 15 16 18 19 11,373 17,153 3,362 2,168 2,450 36,506 1,717 5,498 50,453 7,172 157 64,997 101,503 11,728 12,660 4,092 750 2,217 31,447 788 6,542 45,120 8,778 151 61,379 92,826 9,833 6,739 - - 7,121 10,263 27,217 1,477 2,168 1,928 5,573 32,790 68,713 39,473 (3,393) 32,633 68,713 252 385 6,058 9,449 22,883 2,006 810 2,244 5,060 27,943 64,883 39,473 (4,153) 29,563 64,883 Consolidated Statement of Changes in Equity for the year ended 30 June 2018 Issued Capital $'000 Retained Earnings $'000 Foreign Currency Translation Reservea $'000 Equity Remuneration Reserveb $'000 Total $'000 Balance at 1 July 2016 38,366 28,821 (2,912) 1,613 65,888 Total comprehensive income for the year Profit for the year Other comprehensive income Foreign operations - foreign currency translation differences Total other comprehensive loss TOTAL COMPREHENSIVE INCOME FOR THE YEAR Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividends paid (Note 6) Issuing of ordinary shares - vesting of performance rights Share based payments - performance rights Total contributions by and distributions to owners Total transactions with owners BALANCE AT 30 JUNE 2017 - - - - 6,985 - - - 6,985 (1,446) (1,446) (1,446) - - - - 6,985 (1,446) (1,446) 5,539 - (6,243) 1,107 - 1,107 1,107 - - (6,243) (6,243) - - - - - - (6,243) (1,107) (301) (1,408) (1,408) - (301) (6,544) (6,544) 39,473 29,563 (4,358) 205 64,883 (a) The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations as well as from the translation of the Company's net investment in foreign operations. (b) The equity remuneration reserve is used to record items recognised as expenses on valuation of employee share/options/performance rights granted. When options/ performance rights are exercised, cancelled or forfeited the amount in the reserve relating to those options/performance rights is transferred to retained earnings. The accompanying notes are an integral part of these consolidated financial statements. 2018 Annual Report 57 Financial Statements continued Consolidated Statement of Changes in Equity for the year ended 30 June 2018 continued Issued Capital $'000 Retained Earnings $'000 Foreign Currency Translation Reservea $'000 Equity Remuneration Reserveb $'000 Total $'000 Balance at 1 July 2017 39,473 29,563 (4,358) 205 64,883 Total comprehensive income for the year Profit for the year Other comprehensive income Foreign operations - foreign currency translation differences Total other comprehensive income TOTAL COMPREHENSIVE INCOME FOR THE YEAR Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividends paid (Note 6) Vesting of performance rights Share based payments - performance rights Total contributions by and distributions to owners Total transactions with owners BALANCE AT 30 JUNE 2018 - - - - - - - - - 6,249 - - - 6,249 925 925 925 - - - - 6,249 925 925 7,174 (3,396) 217 - (3,179) (3,179) - - - - - - (3,396) (217) 52 (165) (165) - 52 (3,344) (3,344) 39,473 32,633 (3,433) 40 68,713 (a) The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations as well as from the translation of the Company's net investment in foreign operations. (b) The equity remuneration reserve is used to record items recognised as expenses on valuation of employee share/options/performance rights granted. When options/ performance rights are exercised, cancelled or forfeited the amount in the reserve relating to those options/performance rights is transferred to retained earnings. The accompanying notes are an integral part of these consolidated financial statements. 58 GBST Holdings Limited ABN 85 010 488 874 Consolidated Statement of Cash Flows for the Year ended 30 June 2018 Cash Flows from Operating Activities Receipts from customers Payments to suppliers and employees Interest income Sundry income Finance costs paid Income tax paid Note 30 Jun 2018 $‘000 30 Jun 2017 $‘000 91,569 92,148 (80,379) (82,054) 128 183 (59) (242) 40 364 (95) 515 NET CASH PROVIDED BY OPERATING ACTIVITIES 24a 11,200 10,918 Cash Flows from Investing Activities Proceeds from sale of plant and equipment Purchase of plant and equipment Purchase of software intangibles NET CASH USED IN INVESTING ACTIVITIES Cash Flows from Financing Activities Repayment of finance leases Proceeds from borrowings Repayment of borrowings Dividends paid NET CASH USED IN FINANCING ACTIVITIES Net increase in Cash and Cash Equivalents Effect of exchange rate fluctuations on cash held Cash and cash equivalents at 1 July CASH AND CASH EQUIVALENTS AT 30 JUNE The accompanying notes are an integral part of these consolidated financial statements. 3 2 (950) (7,283) (8,230) (76) - (176) (3,396) (3,648) (678) 323 11,728 11,373 (523) (1,155) (1,676) (79) 263 (109) (6,243) (6,168) 3,074 (357) 9,011 11,728 6 24b 2018 Annual Report 59 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 Note 1. Reporting Entity GBST Holdings Limited (“GBST” or the “Company”) is the Group’s parent Company. The Company is a public for profit Company limited by shares, incorporated and domiciled in Australia. The consolidated financial report of the Company as at and for the year ended 30 June 2018 comprises the Company and its controlled entities (together referred to as the “Group” and individually as the “Group entities”). The address of the Company’s registered office and the principal place of business is Level 4, West Tower, 410 Ann Street, Brisbane, Queensland. Note 2. Basis of Preparation Statement of compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). This consolidated financial report was authorised for issue in accordance with a resolution of Directors on 14 August 2018. Basis of measurement The consolidated financial report has been prepared on an accruals basis and is based on historical costs. Functional and presentation currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. The Company is of a kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with that instrument, amounts in the financial report and Directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. Comparative figures Where required by Accounting Standards comparative figures have been adjusted to conform to changes in presentation for the current financial period. Details of any such changes are included in the financial report. Use of estimates and judgments The preparation of the consolidated financial statements in conformity with AASBs requires Management to make judgments, estimates and assumptions that effect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in Note 3: y y recognition of revenue; treatment of software development costs and whether these are to be capitalised. Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes: y y y recognition of revenue (Note 3); impairment testing of the consolidated entity’s cash-generating units containing goodwill (Note 3 and 11); utilisation of tax losses (Note 15). 60 GBST Holdings Limited ABN 85 010 488 874 Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established framework with respect to the measurement of fair values, whereby significant fair value measurements determined by Management, including Level 3 fair values (refer below), are reported to the Group’s Audit & Risk Committee. If third party information is used to measure fair values, then evidence obtained from the third parties to support the conclusion is assessed such that valuations meet the requirements of AASB, including the level in the fair value hierarchy in which valuations should be classified. When measuring fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in fair value hierarchy based on the inputs used in the valuation techniques as follows: y y Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; y Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest input that is significant to the entire measurement. Changes in accounting policies For the year ended 30 June 2018, there has been no significant change in accounting policies since the previous year for the Group. Note 3. Significant Accounting Policies The accounting policies set out in Note 3 below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by the Group entities. Basis of Consolidation A controlled entity is any entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of controlled entities is contained in Note 22 of the financial statements. All controlled entities have a 30 June financial year end. As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements as well as their results for the year ended on that date. All inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries are consistent with those adopted by the parent entity. Income Tax The income tax expense/(benefit) for the year comprises current income tax expense/(benefit) and deferred tax expense/ (benefit). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities/(assets) are therefore measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense/(benefit) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. 2018 Annual Report 61 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 Note 3. Significant Accounting Policies continued Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also arise from unused tax losses. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted as at reporting date. Their measurement also reflects the manner in which Management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Deferred tax assets and liabilities are offset if they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Tax consolidation The Company and its wholly-owned Australian resident entities are part of a tax-consolidated Group. As a consequence, all members of the tax-consolidated Group are taxed as a single entity. The head entity within the tax-consolidated Group is GBST Holdings Limited. The implementation date of the tax-consolidated Group was 1 July 2003. Work in Progress Work in progress is stated at the aggregate of project development contract costs incurred to date plus recognised profits less any recognised losses and progress billings. Contract costs include all costs directly related to specific contracts, costs that are specifically chargeable to the customer under the terms of the contract and an allocation of overhead expenses incurred in connection with the Group’s activities in general. Plant and Equipment Plant and equipment are carried at cost, less any accumulated depreciation and where applicable, impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The depreciable amounts of all fixed assets including capitalised lease assets, are depreciated over their useful lives to the entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of assets are: Class of Fixed Asset Owned plant, equipment Owned plant, equipment Leased plant, equipment Depreciation Rate 5%-33% 10%-30% 25%-33% Basis Straight-Line Diminishing Value Straight-Line 62 GBST Holdings Limited ABN 85 010 488 874 Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in profit or loss. Asset Retirement Obligations The cost of plant and equipment includes an initial estimate of the cost of make good allowances, and a corresponding provision for these future costs is raised. The Group has a number of lease agreements over office premises which include an obligation to make good the premises at the conclusion of the lease term. The Group recognises a liability and an asset for the estimated cost of making good at the time of entering a lease agreement. The resulting asset is amortised over the term of the lease. Leases Leases where the Group assumes substantially all the risks and rewards incidental of the ownership are classified as finance leases. All other leases are operating leases and are not recognised on the Group’s statement of financial position. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased asset or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Intangible Assets The Group’s major intangible assets are software systems and goodwill. The amortisation rates used for each class of assets acquired outside a business combination are: Class of Intangible Asset Amortisation Rate Owned software Leased software 25% 25% Basis Straight-Line Straight-Line Acquired in a business combination and or separately Software systems acquired outside a business combination are recognised at cost. Intangible assets acquired in a business combination are recognised separately from goodwill and capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of these intangible assets are assessed, and the asset is amortised over its useful life on a straight-line basis. Intangible assets are tested for impairment where an indicator of impairment exists. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Internally developed (research and development) Development costs are capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The cost capitalised includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Once development is completed, capitalised development costs are amortised over their useful life as determined by Management on a straight-line basis. Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are expensed in the year in which they are incurred when future economic benefits are uncertain, or the future economic benefits cannot be measured reliably. 2018 Annual Report 63 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 3. Significant Accounting Policies continued The useful life of internally developed software assets is assessed on a case by case basis but is generally expected to be between 3 and 10 years depending on the nature of the software or functionality developed. Digital or web interfaces are generally expected to have a useful life at the shorter end of the 3-10 year range while developments that enhance core platform technologies or database functionality are expected to be at the longer end of the 3-10 year range. Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Goodwill Goodwill is initially recorded at the amount by which the purchase consideration for a business combination exceeds the fair value attributed to its net assets at date of acquisition. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised. Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Financial Instruments i. Non-derivative financial liabilities Financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Financial liabilities and assets are offset, and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group classified non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method. Other financial liabilities comprise loans and borrowings, bank overdrafts and trade and other payables. ii. Non-derivative financial assets The Group initially recognises financial assets on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value. If the financial asset is not subsequently measured at fair value through profit or loss, the initial measurement includes transaction costs that are directly attributable to the asset’s acquisition or origination. The Group subsequently measures financial assets at either fair value or amortised cost. Financial assets measured at amortised cost A financial asset is subsequently measured at amortised cost using the effective interest method and net of any impairment loss. Financial assets measured at fair value Financial assets other than those subsequently measured at amortised cost are subsequently measured at fair value with all changes in fair value recognised in profit or loss. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalent for the purposes of statement of cash flows. 64 GBST Holdings Limited ABN 85 010 488 874 Impairment of Assets Financial assets Financial assets at amortised cost A financial asset at amortised cost is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset at amortised cost is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that these financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise or indications that a debtor or issuer will enter bankruptcy. The Group considers evidence of impairment for receivables at both a specific asset and collective level. All individually significant receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics. In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. Non-financial assets The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination. An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in profit or loss. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. 2018 Annual Report 65 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 3. Significant Accounting Policies continued Employee Benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to reporting period end. Employee benefits expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related oncosts. Other employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements. Those cash flows are discounted using market yields on corporate bonds with terms to maturity that match the expected timing of cash flows. Contributions are made by the Group to defined contribution superannuation funds and are charged as expenses when incurred. Equity-settled Compensation The Group operates an equity-settled employee Performance Rights and Option Plan. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of the share performance rights is determined using the Binomial Approximation Option Valuation Model for performance rights issued prior to financial year 2018 and the Discounted Cashflow Model for performance rights issued in financial year 2018. The number of performance rights expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue. The major business activities recognised revenue as follows: Software licence fee revenue A software licensing arrangement is considered to be a sale if the following conditions are satisfied: y y y y The rights to the software licence are assigned to the licensee in return for a fixed fee or a non-refundable guarantee; The contract is non-cancellable; The licensee is able to exploit its rights to the licence freely; and The consolidated entity has no remaining obligations to perform. For such arrangements, software licence fee revenue is recognised on the transfer of the rights to the licensee. In other arrangements, revenue is recognised over the licence term on a straight-line basis. Maintenance/support service revenue for licensed software Unearned income is recognised upon receipt of payment for maintenance/support contracts. Revenue is brought to account over time as it is earned. However, to the extent that GBST has fulfilled all its obligations under the contract, the income is recognised as being earned at the time when all GBST’s obligations under the contract have been fulfilled. Sponsored implementation and consulting revenue Revenue from a contract to provide implementation and consulting services is recognised by reference to the percentage of completion of the contract. The percentage of completion of the contract is determined by reference to the proportion of work performed (costs incurred to date) to estimated total work performed (total contract costs). When the percentage of completion cannot be estimated reliably, contract revenue is recognised only to the extent of the contract costs incurred that are likely to be recovered. An expected loss on a contract is recognised immediately in the Statement of Profit or Loss and Other Comprehensive Income at inception. 66 GBST Holdings Limited ABN 85 010 488 874 Sponsored project revenue Revenue received in advance for long-term project development contracts is deferred. This revenue is recognised over the period in which expenditure is incurred in relation to the development of the project. When the outcome of a long-term service contract can be estimated reliably, contract revenue and expenses are recognised in the profit and loss account by reference to the stage of completion of the contract activity at the reporting date. The stage of completion is assessed by reference to the completion of a physical proportion of the contract work to date for each contract. When the outcome of a long-term service contract cannot be estimated reliably, revenue is recognised only to the extent of contract costs incurred that are probable to be recoverable and contract costs are recognised as an expense in the period in which they are incurred. An expected loss on a contract is recognised immediately in the Statement of Profit or Loss and Other Comprehensive Income. Managed Services Where application management services are provided to a customer, revenue from these services are recognised as the services are performed. Sale of third party product Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement in those goods. All revenue is stated net of the amount of goods and services tax (GST) or Value added Tax (VAT). Interest revenue Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST. Cash flows are presented in the Statement of Cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. Earnings Per Share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise of performance rights granted to employees. Segment Reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are regularly reviewed by the Group’s CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Inter-segment pricing is determined on an arm’s length basis. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 2018 Annual Report 67 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 3. Significant Accounting Policies continued Foreign Currency Transactions and Balances Transactions and balances Foreign currency transactions are translated into a Group entities’ functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in profit or loss. Group companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: a. Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; b. Income and expenses are translated at average exchange rates for the period; and c. Retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are recognised in other comprehensive income and presented in the Group’s foreign currency translation reserve in equity. These differences are recognised in profit or loss in the period in which the operation is disposed. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income and are presented in the translation reserve in equity. Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. New Standards and Interpretations not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2017, and earlier application is permitted, however the Group has not applied the standards in preparing these consolidated financial statements. AASB 15 Revenue from Contracts with Customers AASB 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including AASB 118 Revenue, AASB 111 Construction Contracts and AASB Interpretation 13 Customer Loyalty Programmes. AASB 15 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. GBST has completed preparatory work and assessed the potential impact of AASB 15 on its systems, processes, consolidated financial statements and results for reporting under the new standard from 1 July 2018. The Group will use the retrospective cumulative effect method prescribed by the standard, whereby the cumulative effect of its application to ongoing/incomplete contracts is posted to the retained earnings account (with required additional disclosures). 68 GBST Holdings Limited ABN 85 010 488 874 To determine the impact on the Group’s future results the following has been completed: y y detailed assessments of GBST’s products and services; and specific evaluations of multi-faceted contracts and revenue treatments for all major incomplete contracts at 1 July 2018. The assessment has also addressed the standard’s requirements regarding incremental costs of obtaining a contract and costs to fulfil a contract. Performance Obligations At contract inception, AASB 15 requires GBST to identify as a performance obligation each promise to transfer goods or services (including a bundle or series of goods or services) to the customer that are distinct. GBST’s customer contracts include some or all the following performance obligations: Performance Obligation Description Proof of concept services Development & implementation services Licence Maintenance & upgrade services Chargeable support services Hosting services Measurement Pre-contract, discovery-phase statements of work providing an up-front, standalone evaluation. These services are charged on a fixed price quote or time and materials basis. Cover a broad range of activities including configuration, planning, system architecture, testing, training, documentation, project management, pre- acceptance support and post deployment reviews. These services are usually detailed in statements of work or contracts for either bespoke or customer-funded roadmap product development and are charged on a fixed price quote and/or time and materials basis. Charged on a periodic and/or usage volume basis and include post go-live support by way of maintenance and upgrade services over the term of the licence. These services may be non-chargeable or separately chargeable as described below. Non-chargeable services, as defined in each contract, may be provided with the licence on a stand-ready basis. These services include on-call, on-site and production support; provision of technical expertise; and post go-live defect fixes, update and upgrade releases and legislative enhancements (including testing). Include maintenance and upgrade services requested by a customer that are outside the scope of services provided with the licence. These services are usually detailed in statements of work and are charged on a fixed quote or time and materials basis. Support services may be pre-purchased in blocks. Include GBST, third party and cloud hosted arrangements with fees charged on a periodic and/or usage volume basis. Under AASB 15, the Group will recognise revenue for each identifiable performance obligation based on relative stand-alone selling prices at contract inception. Contract transaction prices may be reallocated between performance obligations to reflect fair values as necessary. This is the same as the fair value adjustments made under the current accounting standards. For development and implementation services, revenue will be measured using an input method by comparing actual hours consumed against forecast total hours to determine a percentage complete. This is consistent with the Group’s current revenue recognition process for these types of services. Usage-based licence charges will be recognised at the later of when the usage occurs or when the performance obligation to which the charge is allocated has been satisfied (or partly satisfied). Variable consideration may arise due to discounts, rebates, rate increases, and future contingent events. Estimates of variable consideration will be included in revenue when and to the extent it is highly probable that a significant reversal of the amount recognised will not occur when the associated uncertainty is resolved. As a result, variable consideration may be recognised earlier under the new standard, with estimates subject to update at the end of each reporting period. 2018 Annual Report 69 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 3. Significant Accounting Policies continued Separate contracts entered into at or near the same time with the same customer that support the same performance obligation will be combined and accounted for as a single contract. Successive statements of work relating to the same performance obligation will be recognised as contract modifications. Adjustments to revenue arising from combined and modified contracts will be recognised on a cumulative catch-up basis in accordance with the standard. Revenue Recognition AASB 15 requires that revenue is recognised as each performance obligation is satisfied by the transfer of a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. Licence Revenue By granting a licence, GBST promises to provide a right to access the Group’s intellectual property when: y y y the contract requires, or the customer reasonably expects, that the Group will undertake activities that significantly affect the intellectual property to which the customer has rights the rights granted by the licence directly expose the customer to any positive or negative effects of those activities those activities do not result in the transfer of a good or service to the customer as those activities occur. When all these criteria are met, the customer simultaneously receives and consumes the benefit from the Group’s performance of providing access to its intellectual property as the performance occurs. Accordingly, the Group will account for the promise to grant a licence as a performance obligation satisfied over time, until that performance obligation is completely satisfied. If all the criteria are not met, the customer can direct the use of, and obtain substantially all the remaining benefits from, the licence at the point in time at which the licence transfers. In this case, the Group will account for the promise to provide a right to use the Group’s intellectual property as a performance obligation satisfied at the point in time when the licence is granted to the customer. Chargeable Services Revenue Performance obligations for chargeable services (including proof of concept, development & implementation, support and hosting) are satisfied over time if: y y y the customer simultaneously receives and consumes the benefits provided by the Group’s performance the Group’s performance creates or enhances an asset that the customer controls the Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for the performance completed to date. When one or more of these criteria are met, the Group will recognise revenue for these services over time as control is transferred until the performance obligation is completely satisfied. Chargeable services not satisfied over time will be recognised at the point in time when the customer obtains control of the promised asset. This is likely to follow completion of the work when the customer has accepted the asset and GBST has a present right to payment. 70 GBST Holdings Limited ABN 85 010 488 874 Methodology Revenue from contracts with similar characteristics will be recognised consistently on the following basis: Performance Obligation Proof of concept services Development & implementation services Licence Maintenance & upgrade services Larger, regulatory dependent products – including Composer, Syn~, Shares, TaxIntell and SuperStream Smaller non-regulatory dependent products - including Unison, Margin Lending, Emu Calculators & Tools Over time, on a percent completion basis. Over time, on a percent completion basis. Not generally applicable to small products or as billed. At a point in time, on completion of the work or as billed. Licence, maintenance and upgrade services are bundled as a single performance obligation and recognised on a straight-line basis over the term of the licence. At a point in time, on commencement of the term of the licence. Over time, on a straight-line basis over the term of the licence. Chargeable support services At a point in time, generally as billed (as a practical expediency). At a point in time, generally as billed (as a practical expediency). Hosting Services Over time, on a straight-line basis over the term of the contract. Over time, on a straight-line basis over the term of the contract. Development and implementation services are recognised as a separate performance obligation to the licence due to the minimal impact of these services on the licensed software. Customisation and modification of software mainly occurs as part of roadmap product development. GBST is then able to deliver generic products to customers with minimal bespoke changes required. For larger regulatory-dependent products, the bundling of the licence with maintenance & upgrade services into a single performance obligation is due to the updates: y y significantly modifying the functionality of the software (e.g. to incorporate legislative and regulatory changes); being integral in maintaining the utility of the licence (as evidenced by the frequency of release by GBST and the timeliness of implementation by customers throughout the term of the licence). For smaller products, maintenance & upgrade services (which are generally charged for as used) are not as critical in maintaining the ongoing value of the licence. Accordingly, they are distinct from the licence and will be treated as a separate performance obligation. Impact of AASB 15 On initial adoption, AASB 15 is expected to increase the Group’s opening retained earnings on 1 July 2018 by $1.57m pre-tax, comprising: a. the change in methodology for the recognition of smaller, non-regulatory products’ licence revenue to point in time (on commencement of the term of the licence) instead of over the term of the licence. This change, which represents smaller products’ licence revenue not previously recognised at 1 July 2018, will increase opening retained earnings by $1.23m. The increase will include $338 thousand previously recognised as Unearned Income and creates a Contract Asset balance of $895 thousand in the Consolidated Statement of Financial Position. The Contract Asset balance will represent cumulative revenue recognised from satisfied (or partly satisfied) performance obligations which at year end is not yet received or receivable. The Contract Asset will convert to Accounts Receivable as the licences are billed to customers over the life of the licence contracts. 2018 Annual Report 71 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 3. Significant Accounting Policies continued Of the total adjustment to opening retained earnings, approximately $871 thousand will be for revenues that would have otherwise been recognised during FY19. However, this will be offset by an indeterminant amount as future licence revenues are recognised immediately upon contract renewals or new implementations. Due to the number of variables involved, it is not possible to estimate whether the net impact will be material to GBST’s results. Other revenue timing differences may arise (in comparison to current accounting treatments) due to the treatment of variable consideration amounts and the combination or separation of statements of work into performance obligations. These differences are not expected to be significant. b. the change in recognition of software sales commission costs which meet the definition of incremental costs of obtaining a contract under the standard and so must be capitalised. These costs were previously expensed as incurred. As a result, opening retained earnings will be increased by $341 thousand on 1 July 2018 and a corresponding Capitalised Contract Costs asset will be created in the Consolidated Statement of Financial Position. This asset will be amortised over the remaining periods of the related contracts but will be “offset” by commission costs that would have otherwise been expensed during the period. The net impact is not possible to accurately estimate but is unlikely to be materially different from the commission expense calculated under current accounting methods. AASB 9 Financial Instruments AASB 9, published in July 2014, replaces the existing guidance in AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from AASB 139. AASB 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group has assessed the potential impact on its consolidated financial statements resulting from the application of AASB 9. At 30 June 2018 GBST has no debt instruments and no foreign currency hedging. Accordingly, unless these positions change significantly during FY19, the standard is expected to have little to no impact on the financial results. The Group has also considered the impairment of financial assets at 30 June 2018 under the forward looking ‘expected credit loss’ model required under AASB9. There is not expected to be a material change to the 30 June 2018 results as a result of this assessment. AASB 16 Leases AASB 16 removes the lease classification test for lessees as either operating leases or finance leases as is required by AASB 117 and instead, introduces a single lessee accounting model. Applying that model, a lessee is required to recognise and disclose: 1. assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and 2. amortisation of lease assets separately from interest on lease liabilities in the income statement. AASB 16 is effective for annual reporting periods beginning on or after 1 January 2019, with early adoption permitted, where AASB 15 is adopted at the same time. The Group is assessing the potential impact on its consolidated financial statements resulting from the application of AASB 16. On a high-level basis, on adoption of AASB 16, the present value of the future minimum lease payments for non-cancellable operating leases as noted in Note 20 would be recognised as a financial liability in the statement of financial position, and under one of the transition provisions available to the Group, it would recognise a corresponding amount as a Right-of-Use asset. In addition, the nature of expenses related to those leases will now change as AASB 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. At GBST, operating leases with terms of more than 12 months relate to leases of office facilities. As at reporting date, the Group had non-cancellable operating lease commitments of $15.7m (see Note 20). GBST will adopt AASB 16 for the financial year commencing 1 July 2019 and accordingly no opening transitional adjustments or disclosures will be made until that time. 72 GBST Holdings Limited ABN 85 010 488 874 Note 4. Profit for the Year Profit before income tax expense includes the following items of revenue and expense: a. Other expenses: Cost of third party product and services sold Operating lease rentals Research & development costs1 b. Depreciation & amortisation: Depreciation of plant & equipment Amortisation of tangible & intangible leased assets Amortisation of acquired intangibles (excluding leased assets) c. Employee benefits expense: Monetary based expense (includes contributions for superannuation & other retirement benefits of $3.64m (2017: $3.64m)) Share based payments d. Finance costs: Foreign currency (gains)/losses Interest paid to external entities Finance lease charges Facility fees e. Finance income: Bank interest GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 1,357 2,996 13,412 2,077 169 2,295 4,541 50,318 48 50,366 (51) - 4 55 8 128 128 1,655 2,821 13,544 2,216 55 4,084 6,355 48,026 (301) 47,725 608 12 2 81 703 92 92 (1) The comparative balance of Research and Development costs has been restated from $18,837k in the prior year to $13,544k. These costs remain classified as Product Delivery and Support expenses in the Consolidated Statement of Profit and Loss and Other Comprehensive Income, but have been removed from the Research and Development disclosure as they represent product maintenance and general overhead expenditure. 2018 Annual Report 73 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 5. Income Tax Expense a. The components of tax expense comprise: Current tax Deferred tax (Note 15 (c) (i)) Over provision in respect of prior years b. The prima facie tax on profit from ordinary activities before income tax is reconciled to income tax as follows: Profit before tax Prima facie tax payable at 30% Adjust for tax effect of: Research & development expenditure claim Contributions to Employees Share and Option Plan UK R&D tax credit - current & prior years1 Under\(Over) provision in respect of prior years Current year losses for which no deferred tax asset was recognised2 Derecognition of previously recognised tax losses3 Other (deductible)\non-allowable items (net) Reduction in tax rate on deferred tax balances Effect of different tax rates of subsidiaries operating in other jurisdictions Income tax expense\(credit) attributable to entity Weighted average effective tax rates: GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 (1,137) 2,980 (320) 1,523 7,772 2,332 (1,718) (31) (347) (320) 269 1,496 (32) - (126) 1,523 20% 1,421 (3,103) (280) (1,962) 5,023 1,507 (2,387) (559) (78) (280) 318 - (14) 21 (490) (1,962) (39%) (1) The UK permits the surrender of research and development enhanced tax losses in exchange for a refundable tax credit. The above figure includes the credit arising in relation to the year ended 30 June 2018. (2) For GBST Ltd and GBST Wealth Management Ltd (UK) deferred tax assets have not been recognised in relation to operating losses due to uncertainty that future (3) taxable profit will be available against which the Group can utilise the benefits there from. In the prior financial year the Group brought to account a deferred tax asset relating to the tax benefit on losses in GBST Wealth Management Ltd (UK). Due to uncertainty around future profits to support such recognition, this was derecognised in the current year. (4) Legislation to reduce the UK corporation tax rate from 20% to 19% from 1 April 2017 and to 18% from 1 April 2020 was substantively enacted on 26 October 2015. As these changes were substantively enacted at 31 March 2016, deferred tax at that date was calculated accordingly. Legislation was substantively enacted on 15 September 2016 to further reduce the corporation tax rate to 17% from 1 April 2020. This will reduce the Company’s future current tax charge accordingly. (5) The US federal corporate income tax rate reduced from 40% to 21%, for taxable years beginning after 31 December, 2017. 74 GBST Holdings Limited ABN 85 010 488 874 Note 6. Dividends Dividends paid in the period: 2017 final fully franked (at 30%) dividend paid of 2.5 cents per share (2016: 5.5) 2018 Interim fully franked (at 30%) dividend paid of 2.5 cents per share (2017: 3.7) Net Dividend paid After the reporting date the Directors recommended a final dividend of 2.5 cents per share to be paid to the holders of fully paid ordinary shares. The dividend will be 100% franked and will be paid on 12 October 2018. The dividend has not been provided and there are no income tax consequences. Dividend franking account: Balance of franking account at year-end GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 1,698 1,698 3,396 3,732 2 , 5 1 1 6,243 12,867 13,443 30% franking credits available to shareholders of GBST Holdings Limited for subsequent financial years post final dividend payment. 10,448 13,063 The above available amounts are based on the balance of the dividend franking account at year-end adjusted for: a. franking credits that will arise from the payment of the current tax liabilities; b. franking debits that will arise from the payment of dividends recognised as a liability at the year-end; c. franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated Group at the year-end; and d. franking credits that the entity may be prevented from distributing in subsequent years. Note 7. Cash and Cash Equivalents Cash at bank and on hand Cash on deposit Cash and cash equivalents in the Statement of Cash flows GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 9,947 1,426 11,373 10,376 1,352 11,728 2018 Annual Report 75 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 8. Trade and Other Receivables Current Trade receivables Accrued revenue Other amounts receivable GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 16,586 - 567 17,153 11,917 377 366 12,660 An allowance for impairment is recognised when there is objective evidence that an individual trade or term receivable is impaired, including factors such as the amount of time a receivable has been outstanding and the solvency of the counterparty. The movement in allowance for impairment during the year was a reversal of the accrued impairment of $293k due to recovery of the doubtful debt (2017 movement: $281k). There were no amounts written off. Note 9. Work in Progress GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 3,362 3,362 1,717 1,717 4,092 4,092 788 788 GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 17,978 (12,480) 5,498 1,089 (1,089) - 5,498 21,653 (15,121) 6,532 1,140 (1,130) 10 6,542 Current - at cost Work in progress Non-Current - at cost Work in progress Note 10. Plant and Equipment Owned plant and equipment at cost Accumulated depreciation Net carrying value Leased plant and equipment at cost Accumulated amortisation Net carrying value TOTAL PLANT AND EQUIPMENT 76 GBST Holdings Limited ABN 85 010 488 874 a. Movement in Plant and Equipment GBST Group Year ended 30 June 2017 Balance at 1 July 2016 Additions Depreciation expense Effect of movements in exchange rates BALANCE AT 30 JUNE 2017 Year ended 30 June 2018 Balance at 1 July 2017 Additions Disposals Depreciation expense Effect of movements in exchange rates BALANCE AT 30 JUNE 2018 Owned $‘000 8,086 786 (2,216) (124) 6,532 6,532 1,040 (61) (2,077) 64 5,498 Leased $‘000 30 - (20) - 10 10 - - (10) - - Total $‘000 8,116 786 (2,236) (124) 6,542 6,542 1,040 (61) (2,087) 64 5,498 Plant and equipment was impairment tested in conjunction with intangible assets, refer Note 11. Note 11. Intangible Assets At Cost Software systems Accumulated amortisation Net carrying value Goodwill Accumulated impairment losses Net carrying value Leased software at cost Accumulated amortisation Net carrying value TOTAL INTANGIBLES GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 51,536 (41,376) 10,160 45,830 (5,572) 40,258 626 (591) 35 50,453 43,632 (38,561) 5,071 45,138 (5,283) 39,855 626 (432) 194 45,120 2018 Annual Report 77 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 11. Intangible Assets continued a. Movement in Intangibles Software Systems externally acquired $‘000 Software Systems internally Developed $‘000 Software Systems internal under development $‘000 Goodwill $‘000 Leased Software $‘000 Total $‘000 GBST Group Year ended 30 June 2017 Balance at 1 July 2016 7,915 394 Additions - externally acquired Additions - internally developed 316 - - - Amortisation charge (3,690) (394) Effect of movements in exchange rates BALANCE AT 30 JUNE 2017 Year ended 30 June 2018 Balance at 1 July 2017 Additions - externally acquired Additions - internally developed Amortisation charge Effect of movements in exchange rates BALANCE AT 30 JUNE 2018 (309) 4,232 4,232 104 - (2,295) 101 2,142 - - - - - - - - 40,350 230 48,889 - - 839 - - - - - (495) 839 39,855 - - (35) (1) 194 316 839 (4,119) (805) 45,120 839 39,855 194 45,120 - 7,179 - - - - - 403 8,018 40,258 - - 104 7,179 (159) (2,454) - 35 504 50,453 Intangible assets, other than goodwill, have finite useful lives. The current amortisation charges for intangible assets are included within the Product Delivery and Support expense line in the Statement of Profit or Loss and Other Comprehensive Income. Goodwill has an indefinite life. The effect of movements in exchange rates represent the period to period foreign currency translation of assets denominated in Great British Pounds, Hong Kong Dollars, Singapore Dollars and US Dollars. Impairment Disclosures Intangible assets with finite lives are reviewed for impairment where there are indicators that the carrying amount may not be recoverable. Goodwill is tested for impairment at least annually and is allocated to each Cash Generating Unit (CGU) as below: Capital Markets Australia (Palion) Wealth Management Australia (InfoComp) Capital Markets International (Coexis) Financial Services (Emu) TOTAL GOODWILL 78 GBST Holdings Limited ABN 85 010 488 874 30 Jun 2018 $‘000 30 Jun 2017 $‘000 3,350 28,238 7,784 886 40,258 3,350 28,238 7,381 886 39,855 InfoComp, Palion and Emu CGUs The recoverable amount of goodwill for each CGU was based on value in use, estimated using discounted cash flow projections. The cash flow projections included specific estimates for five years and a terminal growth rate thereafter. The first year cash flow projections are based on 2019 Board approved budgets, while cash flow projections for years two to five are based on Management assumptions set out below. The key assumptions used for value-in-use calculations consider growth and discount rates and are generally consistent with past performance or are based upon the Group's view of future market activity. Discount rates are based on a weighted average cost of capital calculation for the relevant markets and in the same currency as the cash flows, and adjusted for a risk premium to reflect both the increase in risk of investing in equities and the risk specific to the CGU. Terminal growth rates have been determined by Management based on their assessment of long term annual growth expected to be achieved in the countries in which each CGU operates. Coexis CGU The recoverable amount of the Coexis CGU was determined using a fair value less costs of disposal method, estimated using discounted cash flows. The fair value measurement was categorised as a Level 3 fair value, based on the inputs in the valuation technique used (refer to Note 2). The cash flow projections included specific estimates for four years and a terminal growth rate thereafter. The first and subsequent year's cash flow projections are based on the latest 2018 normalised actual results and use growth rates in line with historical and future expected performance along with an assessment of costs if Coexis was operating on a standalone basis. The key assumptions used for fair value less costs of disposal are outlined below together with sensitivity analysis for those assumptions. Discount rates are based on a weighted average cost of capital calculation for the relevant markets and in the same currency as the cash flows, and adjusted for a risk premium to reflect both the increase in risk of investing in equities and the risk specific to the CGU. Terminal growth rates are based on forecast real GDP growth and CPI in the UK and forecast growth in the industry. A summary of key assumptions for Coexis and other CGU's is presented below: 2017 Calculation Method Revenue growth rates Cost growth rates Long-term growth rates Post-tax discount rate 2018 Calculation Method Revenue growth rates Cost growth rates Long-term growth rates Post-tax discount rate Coexis Fair value less cost of disposal 3-6% 3-5% 2.5% 15.0% Coexis Fair value less cost of disposal InfoComp Palion EMU Value-in-use Value-in-use Value-in-use 7.5% 4.0% 3.0% 10.0% 0.0% 4.0% 3.0% 13.0% InfoComp Palion 7.5% 4.0% 3.0% 13.0% EMU Value-in-use Value-in-use Value-in-use 3-6% 2-5% 2.5% 15.0% 7.5% 4-7.5% 3.0% 10.0% 1.5-2.0% 4.0% 1.5% 13.0% 4-7.5% 4-7.5% 3.0% 13.0% Future anticipated cash flows for all CGU's indicate that the carrying value of the intangible assets were not required to be impaired in 2018. 2018 Annual Report 79 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 11. Intangible Assets continued For the Coexis fair value, Management has identified the amount by which the following assumptions would need to change individually to cause the carrying amount to exceed the recoverable amount: Decrease of annual revenue against forecast by 13.7% (June 2017: 10.8%) Increase of annual costs above forecast by 18.0% (June 2017: 13.7%) Increase of post-tax discount rate to 36.6% (June 2017: 27.1%) Note 12. Other Assets GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 2,450 2,450 157 157 2,217 2,217 151 151 GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 9,545 288 9,833 559 918 1,477 6,451 288 6,739 800 1,206 2,006 Current Prepaid expenditure Non-Current Prepaid expenditure Note 13. Trade and other Payables Current (unsecured) Trade payables & accruals Leasehold liability Non-Current (unsecured) Trade payables & accruals Leasehold liability 80 GBST Holdings Limited ABN 85 010 488 874 Note 14. Loans and Borrowings Current Commercial loan facility (secured) Finance lease liability (Note 20) Note 15. Tax a. Deferred tax liabilities Deferred tax liability comprises: Tax allowances relating to plant and equipment Tax allowances relating to intangibles b. Deferred tax assets Deferred tax assets comprise: Provisions Tax allowances relating to plant and equipment Tax allowances relating to intangibles Other items* Recognised tax losses GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 - - - 176 76 252 GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 - 2,168 2,168 2,373 337 2,839 1,623 - 7,172 1 1 7 693 810 2,352 389 2,958 1,525 1,554 8,778 *Other items include deferred tax assets arising from income classified as unearned for accounting purposes but assessable for tax purposes. 2018 Annual Report 81 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 15. Tax continued c. Reconciliations Net Movement The overall movement in the net deferred tax account is as follows: Opening balance Recognised in the income statement Foreign currency translation Charge to equity Closing balance d. Total deferred tax assets not brought to account as at reporting period end: - tax losses: operating losses - tax losses: capital losses GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 7,968 (2,980) 41 (25) 5,004 6,204 1,147 4,848 3,103 (64) 81 7,968 6,878 1,147 In respect of the deferred tax assets which have not been recognised in relation to operating losses for tax purposes, it is not considered probable that they will be utilised within the foreseeable future given the level of research and development costs incurred by the Subsidiary of the Group for which it has allowable tax concessions. In the prior financial year the Group brought to account a deferred tax asset relating to the tax benefit on losses in GBST Wealth Management Ltd (UK). Due to uncertainty around future profits to support such recognition, this was derecognised in the current year. Note 16. Provisions Current Employee benefits Make Gooda Non-Current Employee benefits Make Gooda GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 7,111 10 7,121 750 1,178 1,928 6,007 51 6,058 1,158 1,086 2,244 (a) In accordance with rental premises lease agreements across the Group, GBST must restore the leased premises to its original condition at the end of the lease terms. Expiration dates range from 2019 to 2026. 82 GBST Holdings Limited ABN 85 010 488 874 GBST Group Balance at the beginning of the year Additional provisions Amounts used Unused amounts reversed BALANCE AT 30 JUNE 2018 Note 17. Unearned Income Employee benefits $‘000 Make Good $‘000 7,165 4,446 (3,640) (110) 7,861 1,137 104 (43) (10) 1,188 Total $‘000 8,302 4,550 (3,683) (120) 9,049 Current Revenue received in advance for software usage and support services GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 10,263 10,263 9,449 9,449 2018 Annual Report 83 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 18. Issued Capital Fully paid ordinary shares - opening balance Issuing of ordinary shares - vesting of performance rights Ordinary shares Opening Balance Issuing of ordinary shares - vesting of performance rights GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 39,473 - 39,473 38,366 1,107 39,473 No. No. 67,858,918 67,423,542 53,590 435,376 67,912,508 67,858,918 During the year, the Company issued 53,590 shares for nil consideration in respect of performance rights related to the 5 August 2014 issue of performance rights to selected employees under the GBST Performance Rights and Option Plan. Ordinary shares participate in dividends and the proceeds of winding up of the parent entity in proportion to the number of shares held, should that event occur. At shareholders' meetings each ordinary share is entitled to one vote. The Company does not have an amount of authorised capital or par value in respect of its issued shares. Options and Performance Rights For details on employee and placement options and performance rights over ordinary shares, see Note 29. Note 19. Reserves Equity remuneration reserve Foreign currency translation reserve GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 40 (3,433) (3,393) 205 (4,358) (4,153) 84 GBST Holdings Limited ABN 85 010 488 874 Note 20. Capital, Leasing and Other Commitments GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 a. Finance Leasing Commitments Payable on leases: Not later than one year Later than one year but not later than five years Less future finance charges TOTAL LIABILITY Lease liabilities are included in the Statement of Financial Position as: Current (Note 14) - - - - - - - Finance leases relate to items of plant and equipment and have options to acquire the items on termination. b. Non-cancellable Operating Leases Lease amounts are payable: Not later than one year Later than one year but not later than five years Later than five years 3,708 11,068 992 15,768 80 - 80 (4) 76 76 76 3,293 12,537 2,593 18,423 Non-cancellable leases include rental premises with original lease terms up to ten years. The lease agreements require that the minimum lease payments shall be increased by incremental contingent rentals based on market or CPI. Certain leases contain options to renew at the end of their term for a further five years. c. Capital and Other Expenditure Commitments Contracted for: Capital purchases Other operating purchases Payable Not later than one year 70 1,361 1,431 1,431 1,431 1 6 7 490 657 657 657 2018 Annual Report 85 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 21. Auditors' Remuneration Audit Services KPMG Australia - Audit & review of financial reports Overseas KPMG firms - Audit & review of financial reports Other Services KPMG Australia - Taxation services - Other services Overseas KPMG firms - Taxation services - Other services GBST Group 30 Jun 2018 $ 30 Jun 2017 $ 249,738 300,746 131,764 381,502 174,941 475,687 105,351 - 29,410 - 134,761 97,707 25,258 169,584 10,309 302,858 86 GBST Holdings Limited ABN 85 010 488 874 Note 22. Other Group Entities a. Controlled Entities Consolidated Group Entity GBST Pty Ltd* Emu Design (Qld) Pty Ltd* GBST ESOP Pty Ltd* GBST Employee Share Scheme Trust Australia Australia Australia Australia GBST Ltd United Kingdom GBST (Australia) Pty Ltd* Australia Subsidiaries of GBST Ltd: Principal place of Business Percentage Owned 100% (June 2017: 100%) 100% (June 2017: 100%) 100% (June 2017: 100%) 100% (June 2017: 100%) 100% (June 2017: 100%) 100% (June 2017: 100%) GBST Inc United States of America 100% (June 2017: 100%) GBST Singapore Pte Limited Singapore 100% (June 2017: 100%) Subsidiaries of GBST (Australia) Pty Ltd: GBST Hong Kong Limited GBST Registry Solutions Pty Ltd* GBST Wealth Management Pty Ltd* Hong Kong Australia Australia Subsidiaries of GBST Wealth Management Pty Ltd: 100% (June 2017: 100%) 100% (June 2017: 100%) 100% (June 2017: 100%) GBST UK Holdings Limited United Kingdom 100% (June 2017: 100%) Subsidiaries of GBST UK Holdings Ltd: GBST Hosting Ltd United Kingdom GBST Wealth Management Limited United Kingdom 100% (June 2017: 100%) 100% (June 2017: 100%) b. Deed of Cross Guarantee * Pursuant to Wholly owned companies instrument 2016/785 these wholly-owned controlled entities are relieved from the Corporations Act (2001) requirements for preparation, audit and lodgement of financial reports and Directors' Report. It is a condition of the class order that the Company and each of the Australian controlled entities enter into a Deed of Cross Guarantee (""Deed""). The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up any of the controlled entities under certain provisions of the Corporations Act (2001). If a winding up occurs under other provisions of the Corporations Act (2001), the Company will only be liable in the event that after six months any creditor has not been paid in full. The controlled entities have also given similar guarantees in the event that the Company is wound up. 2018 Annual Report 87 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 22. Other Group Entities continued A consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position, comprising the Company and controlled entities which are party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee at 30 June 2018 is set out as follows: Closed Group and Parties to Deed of Cross Guarantee 30 Jun 2018 $‘000 30 Jun 2017 $‘000 Financial information in relation to: i. Summarised Statement of Profit or Loss and Other Comprehensive Income Revenue from licence and service sales Revenue from sponsored work Revenue from sale of third party product Other income RESULTS FROM OPERATING ACTIVITIES Finance costs Finance income NET FINANCE COSTS Profit before income tax Income tax expense\(benefit) Profit after income tax PROFIT ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY Other Comprehensive Income TOTAL COMPREHENSIVE INCOME FOR THE YEAR ii. Retained Earnings Retained profits at the beginning of the year Profit after income tax Dividends provided for or paid Vesting of performance rights RETAINED EARNINGS AT END OF THE YEAR iii. Statement of Financial Position Current Assets Cash and cash equivalents Trade and other receivables Work in progress Current tax receivable Other assets 88 GBST Holdings Limited ABN 85 010 488 874 47,710 15,062 920 5 6,484 (11) 126 115 6,599 (324) 6,275 6,275 - 6,275 19,359 6,275 (3,396) 217 22,455 7,871 7,050 2,949 1,691 1,934 49,911 12,036 1,023 60 2,686 (844) 92 (752) 1,934 1,177 3,111 3,111 - 3,111 22,491 3,111 (6,243) - 19,359 5,620 9,306 2,940 - 1,648 Total Current Assets Non-Current Assets Work in progress Property, plant and equipment Intangible assets Investments Deferred tax assets Other assets Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Loans and borrowings Current tax liabilities Provisions Unearned income Total Current Liabilities Non-Current Liabilities Trade and other payables Deferred tax liabilities Provisions Total Non-Current Liabilities Total Liabilities NET ASSETS Equity Issued capital Reserves Retained earnings TOTAL EQUITY Closed Group and Parties to Deed of Cross Guarantee 30 Jun 2018 $‘000 21,495 30 Jun 2017 $‘000 19,514 1,228 12,290 32,962 8,526 7,107 28 62,141 83,636 5,754 - - 6,737 7,360 19,851 1,355 2,168 1,483 5,006 24,857 58,779 39,473 (3,149) 22,455 58,779 788 6,726 33,258 9,690 7,140 28 57,630 77,144 3,455 252 348 5,825 7,219 17,099 1,792 693 1,888 4,373 21,472 55,672 39,473 (3,160) 19,359 55,672 2018 Annual Report 89 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 23. Financing Arrangements Financing facilitiesa Amount utilised UNUSED CREDIT FACILITY GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 13,594 (1,689) 11,905 13,582 (1,989) 11,593 (a) The balance as at 30 June 2018 primarily comprises of facilities for working capital, bank guarantees, equipment finance and corporate cards with Commonwealth Bank of Australia (CBA) and HSBC. Note 24. Cash Flow Information a. Reconciliation of Net Cash provided by Operating Activities to Profit after Income Tax Profit after income tax Non-cash flows in operating profit: Depreciation and amortisation Profit on sale of plant & equipment Share based payments Changes in assets and liabilities: Change in receivables Change in other assets Change in unearned income Change in work in progress Change in deferred tax balances Change in tax provision Change in trade and other payables Change in provisions CASH FLOW FROM OPERATIONS 90 GBST Holdings Limited ABN 85 010 488 874 GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 6,249 6,985 4,541 (3) 48 (4,493) (239) 814 (199) 2,964 (1,803) 2,574 747 11,200 6,355 (2) (301) 1,157 118 (139) (1,400) (3,120) 1,769 (1,022) 518 10,918 b. Reconciliation of Cash Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to items in the Statement of Financial Position as follows: Cash at bank (Note 7) c. Non-cash Financing Activities GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 11,373 11,373 11,728 11,728 During the 2018 financial year the Group acquired plant and equipment of $nil (2017: $263k) by means of an equipment loan. Note 25. Operating Segments The Group's management structure and reporting is organised into three regional business units - Australia (inclusive of two operating segments: Capital Markets and Wealth Management); United Kingdom - Wealth Management and Rest of the World - Capital Markets. The strategic business units offer different products and services, and are managed separately because they require different technology and marketing strategies. For each business unit, the CEO reviews internal management reports on a monthly basis. The following summary describes the operations in each of the Group's reportable segments: Australia The Capital Markets segment offers the GBST Syn~, Shares and derivatives platforms which are the country’s most widely used middle-office and back-office equities and derivatives systems. The segment also incorporates Emu Design which provides independent financial data and digital agency services for interactive website design, development, hosting, e-commerce platforms, and mobile and social networking solutions. The Wealth Management segment through the GBST Composer platform, provides end to end funds administration and management software to the wealth management industry in Australia. It offers an integrated system for the administration of wrap platforms for superannuation funds, as well as master trusts, unit trusts, risk and debt; and other investment assets. Other GBST products provide technology hub solutions; and data analytics and quantitative services for the measurement of portfolio performance. United Kingdom Through the GBST Composer platform, provides end to end funds administration and management software to the Wealth Management industry in the United Kingdom (UK). It offers an integrated system for the administration of wrap platforms, including individual savings accounts (ISA's), pensions, self-invested personal pension (SIPP), as well as master trusts, unit trusts, risk and debt; and other investment assets. Rest of the World Covers our Capital Markets operations in North America, Asia and United Kingdom. Through the GBST Syn~ platform, this business provides new-generation technology to process equities, derivatives, fixed income and managed funds transactions for global capital markets. Revenues for FY18 by country were UK $1.9m (FY17: $1.7m), North America $1.4m (FY17: $2.2m), Remainder $8.2m (FY17: $9.7m). 2018 Annual Report 91 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued p u o r G T S B G s n o i t a n m i i l E d l r o W e h t f o t s e R i m o d g n K d e t i n U a i l a r t s u A n u J 0 3 7 1 0 2 0 0 0 $ ' n u J 0 3 8 1 0 2 0 0 0 $ ' n u J 0 3 7 1 0 2 0 0 0 $ ' n u J 0 3 8 1 0 2 0 0 0 $ ' n u J 0 3 7 1 0 2 0 0 0 $ ' n u J 0 3 8 1 0 2 0 0 0 $ ' n u J 0 3 7 1 0 2 0 0 0 $ ' n u J 0 3 8 1 0 2 0 0 0 $ ' n u J 0 3 7 1 0 2 0 0 0 $ ' n u J 0 3 8 1 0 2 0 0 0 $ ' n u J 0 3 7 1 0 2 0 0 0 $ ' n u J 0 3 8 1 0 2 0 0 0 $ ' s t e k r a M l a t i p a C t n e m e g a n a M h t l a e W t n e m e g a n a M h t l a e W s t e k r a M l a t i p a C s t n e m g e S e b a t r o p e R l - 6 6 3 - 6 8 1 9 0 6 7 8 , 2 7 0 8 8 , - - - - ) 0 8 3 ( ) 3 2 4 , 2 ( - 7 6 5 - - 9 3 2 - 5 7 1 - - 3 - 0 6 0 8 3 3 3 2 4 , 2 5 7 9 7 8 , 8 5 2 , 8 8 ) 0 8 3 ( ) 3 2 4 , 2 ( 7 6 6 3 1 , 8 7 4 , 1 1 8 9 7 2 3 , 4 6 0 0 4 , 7 6 5 6 1 , 6 6 4 5 1 , 3 2 3 , 5 2 3 7 6 , 3 2 s r e m o t s u c l a n r e t x e m o r f e m o c n i r e h t O E U N E V E R T N E M G E S L A T O T * s e u n e v e r t n e m g e s - r e t n I 0 0 6 3 1 , 3 7 4 , 1 1 9 5 5 , 2 3 9 8 8 , 9 3 7 6 5 6 1 , 3 6 4 5 1 , 3 8 8 4 2 , 7 4 2 , 1 2 s r e m o t s u c l a n r e t x e m o r f e u n e v e R e u n e v e R 7 8 7 , 1 2 2 2 2 0 2 , - - 0 3 6 , 1 7 9 8 2 2 1 , 4 4 3 7 9 , 6 9 4 8 , 6 9 5 , 5 9 3 5 7 , 5 9 9 , 3 8 D & R c i g e t a r t s e r o f e b A D T I B E g n i t a r e p O ) 6 0 6 9 ( , ) 3 7 6 7 ( , - 6 3 0 7 , 1 8 1 , 2 1 9 4 5 , 2 1 ) 6 0 6 9 ( , ) 9 0 7 4 1 ( , ) 2 9 1 ( ) 6 5 3 ( 9 8 9 , 1 1 3 9 1 , 2 1 ) 1 1 6 ( 0 2 1 ) 2 6 8 2 ( , ) 0 4 6 , 2 ( ) 3 9 4 3 ( , ) 1 0 9 , 1 ( 3 2 0 5 , 2 7 7 7 , 2 6 9 , 1 ) 3 2 5 , 1 ( 5 8 9 6 , 9 4 2 , 6 g n i t a r e p o - n o n r e h t o & e r u t c u r t s e R 6 A D T I B E g n i t a r e p O 7 d e s i l a t i p a C D & R c g e t a r t S - i 5 s e s n e p x e 4 A D T I B E 3 n o i t a s i t r o m a g n i t a r e p o & n o i t a c e r p e D i ) s t s o c ( \ e m o c n i e c n a n fi t e N t i d e r c \ ) e s n e p x e ( x a t e m o c n I X A T E M O C N I R E T F A T I F O R P 2 n o i t a s i t r o m a t n e m t s e v n I x a t e m o c n i e r o f e b t fi o r P s e t o N 7 i D & R c g e t a r t S s s e L 7 i D & R c g e t a r t S s s o r G - e b n a c s e r u s a e m S R F I - n o n e h T . s s e n i s u b e h t n i s e g n a h c r e h t o d n a t n e m p o e v e d & h c r a e s e r n l i s t n e m t s e v n i t n a c fi n g i s i ’ s T S B G f o t h g i l n i e c n a m r o f r e p t n e m g e s l s s e n i s u b e v i t a e r d n a e c n a m r o f r e p p u o r G l l a r e v o f o n o i t a u a v e l r e t t e b r o f w o l l a t a h t e m i t r e v o y l t n e t s i s n o c d e i l p p a s r o t a c d n i i e c n a m r o f r e p l a n r e t n i l e r a y e h t e s u a c e b t n a v e e r e r a y n a p m o c e h t y b d e s u s e r u s a e m S R F I - n o N . n o i t a m r o f n i l i a c n a n fi S R F I - n o n d n a S R F I h t o b f o e s u s e k a m T S B G ) 1 ( e c n a d r o c c a n i s i t n e m t a e r t s i h T . t n e m g e s a o t d e t a c o l l a t o n e r o f e r e h t e r a d n a t n e m g e s s s e n i s u b y n a h t i i w d e t a c o s s a t o n e r a , e r u t a n n i g n i t a r e p o e b o t d e r e d i s n o c t o n s t s o c e r a s e s n e p x e g n i t a r e p o - n o n r e h t o d n a e r u t c u r t s e R S R F I - n o n d n a S R F I n e e w t e b d n a s t r o p e r t n e m g e s d n a p u o r G e h t n e e w t e b n o i t a i l i c n o c e r e h t r o f w o l l a o t d e t r o p e r e r a s e s n e p x e g n i t a r e p o - n o n r e h t o d n a e r u t c u r t s e R . e c n a m r o f r e p t n e m g e s f o t n e m e r u s a e m l a n r e t n i h t i w . O F C r e m r o f e h t f o e r u t r a p e d e h t h t i i w d e t a c o s s a s t s o c e r a d o i r e p e h t g n i r u d s e s n e p x e g n i t a r e p o - n o n r e h t o d n a e r u t c u r t s e R . s e r u s a e m . s t s o c e c n a n fi t e n d n a ; n o i t a s i t r o m a g n i t a r e p o & n o i t a c e r p e D i ; n o i t a s i t r o m a t n e m t s e v n I : e r o f e b d n a x a t e m o c n i e r o f e b t fi o r p s a d e t a u c a c e r u s a e m S R F l l I - n o n a s i A D T B E I g n i t n u o c c a e h t f o l l a t a h t t n e t x e e h t o T . p a m d a o r t c u d o r p m r e t - g n o l ’ s y n a p m o C e h t i f o t r a p m r o f h c h w s t n e m t s e v n i l y g o o n h c e t d n a t c u d o r p c g e t a r t s i r o f e r u t i d n e p x e t n e m p o e v e d d n a h c r a e s e r l s a d e n fi e d s i i D & R c g e t a r t S . s m e t s y s e r a w t f o s d e t a r e n e g y l l a n r e t n i s a d e s i l a t i p a c s i e r u t i d n e p x e , t e m e r a a i r e t i r c . s e s n e p x e D & R c g e t a r t S s s e i l I A D T B E g n i t a r e p O s a d e t a u c a c e r u s a e m S R F l l I - n o n a s i i D & R c g e t a r t s e r o f e b A D T B E g n i t a r e p O I . s e s n e p x e g n i t a r e p o - n o n r e h t o d n a e r u t c u r t s e R e r o f e b A D T B E s a d e t a u c a c e r u s a e m S R F I l l I - n o n a s i I A D T B E g n i t a r e p O . s s e n i s u b e h t i f o s e i t i v i t c a g n i t a r e p o g n o g n o f o t r a p s a d e s u s t e s s a e b g n a t n l i i l d n a e b g n a t i i f o n o i t a s i t r o m a r o n o i t a c e r p e d g n i t n e s e r p e r e r u s a e m S R F I - n o n a s i n o i t a s i t r o m a g n i t a r e p o & n o i t a c e r p e D i . n o i t i s i u q c a h g u o r h t d e r i u q c a s t e s s a e b g n a t n i l i f o n o i t a s i t r o m a g n i t n e s e r p e r e r u s a e m S R F I - n o n a s i n o i t a s i t r o m a t n e m t s e v n I . s e r u s a e m S R F I o t d e l i c n o c e r ) 2 ( ) 3 ( ) 4 ( ) 5 ( ) 6 ( ) 7 ( ) 8 ( 92 GBST Holdings Limited ABN 85 010 488 874 Major Customers Revenues from one customer of the Group represents $19.7m (2017: $17.6m) of the Group's total revenues. Revenues from the top five customers of the Group represents $39.7m (2017: $37.1m) of the Group's total revenues. Accounting Policies Segment revenues and expenses are those directly attributable to the segments and include any joint revenue and expenses where a reasonable basis of allocation exists. Note 26. Financial Risk Management a. Financial Risk Management Policies The Group’s principal financial instruments comprise of accounts receivable and payable, bank accounts, loans and overdrafts and finance leases. The main purpose of these financial instruments is to provide operating finance to the Group. It is, and has been throughout the period, the Group’s policy that financial instruments held are not intended for trading purposes. The Group has exposure to the following risks from their use of financial instruments – credit risk, liquidity risk and market risk. This note presents information about the exposure to each of the above risks. Further quantitative disclosures are included throughout these consolidated financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Management is responsible for developing and monitoring the risk management policies, and reports to the Board. The risk management policies are established to identify and analyse the risks faced, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. The Board of Directors meet on a regular basis to analyse financial risk exposure and to evaluate treasury management strategies in the context of current economic conditions and forecasts. The Executive Management Team’s overall risk management strategy seeks to assist the consolidated Group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. Risk management policies are approved and reviewed by the Board on a regular basis. b. Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, share prices and interest rates will affect income or the value of holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Australian variable interest rate risk At reporting period, the Group had the following mix of financial assets exposed to Australian variable interest rate risk. Financial assets Cash Lease liabilities have fixed rates, all other items are variable rate. GBST Group 30 Jun 2018 $‘000 30 Jun 2017 $‘000 5,339 5,339 2,492 2,492 2018 Annual Report 93 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 26. Financial Risk Management continued Foreign currency variable interest rate risk At reporting period, the Group did not have any foreign currency accounts that were exposed to variable interest rate risk. Foreign Currency Risk The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the Group’s measurement currency. The Group constantly monitors its foreign currency exposure and seeks to utilise existing currency reserves and naturally hedge foreign currency purchases where possible. At balance sheet date the Group had exposure to movements in the exchange rate as follows: 2018 2017 Cash and Receivables $‘000 Payables $‘000 Cash and Receivables $’000 Great British Pounds 14,877 3,860 United States of America Dollars Euros Singapore Dollars Hong Kong Dollars c. Liquidity Risk 3,171 2 628 694 144 - 73 122 19,372 4,199 12,680 3,887 2 508 230 17,307 Payables $’000 3,035 154 - 77 240 3,506 Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The approach to managing liquidity is to ensure, as far as possible, that there will always be sufficient liquidity to meet liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of overdrafts, loans and finance leases. Liquidity risk is managed by monitoring forecasted business performance including cash flows, the collection of trade receivables, payment of trade payables and maintaining adequate borrowing facilities. d. Credit Risk The maximum exposure to credit risk at balance date, excluding the value of any collateral or other security, to recognised financial assets is the carrying amount (net of any allowance for impairment of those assets) as disclosed in the balance sheet and notes to the financial statements. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Credit risk arises primarily from exposures to customers. The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group’s policy to securitise its trade and other receivables. In addition, receivable balances are monitored on an ongoing basis with the result that apart from the risks noted below, there are no other material credit risks to the Group. In respect of the parent entity, credit risk also incorporates the exposure of GBST Holdings Limited to the liabilities of all Australian entities under the Deed of Cross Guarantee. Refer to Note 22 for further information. Except for the following concentrations of credit risks, the Group does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into. Approximately 45% (2017: 42%) of the Group’s revenue is derived from five customers providing financial services, who represent 56% of the gross trade debtor balance as at 30 June 2018. 94 GBST Holdings Limited ABN 85 010 488 874 Trade debtor terms range between fourteen to thirty days. Included in the Group's trade receivable balance are debtors with a carrying amount of $3.66m (2017: $4.38m) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in the credit quality and the Group believes that the amounts are still considered recoverable. The weighted average age of these receivables is 21 days (2017: 27 days). The aging of the Group’s trade receivables at the reporting date was: Not past due Past due 0-30 days Past due 30-90 days Past due more than 90 days 2018 2017 Gross $‘000 12,926 2,071 963 626 16,586 Impairment $‘000 - - - - - Gross $‘000 7,529 2,436 1,028 1,217 12,210 Impairment $‘000 - - - 293 293 The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Opening balance Impairment loss (derecognised)\recognised Amounts written off CLOSING BALANCE GBST Group Carrying Amount 2018 $‘000 293 (293) - - 2017 $‘000 1,208 281 (1,196) 293 The maximum exposure to credit risk to the Group is the carrying value, which at the reporting date was: Cash and cash equivalents Trade and other receivables GBST Group Carrying Amount 2018 $‘000 11,373 17,153 28,526 2017 $‘000 11,728 12,660 24,388 The maximum exposure to credit risk for trade and other receivables at reporting date by geographic region was: Australia & New Zealand Europe Asia North America GBST Group Carrying Amount 2018 $‘000 3,815 10,773 1,796 769 17,153 2017 $‘000 4,572 5,794 1,298 996 12,660 2018 Annual Report 95 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued s t n u o m A g n i y r r a C l a t o T s r a e Y 5 r e v O s r a e Y 5 - 2 s r a e Y 2 - 1 s r a e Y 1 - 0 7 1 0 2 0 0 0 $ ' 8 1 0 2 0 0 0 $ ' 7 1 0 2 0 0 0 $ ' 8 1 0 2 0 0 0 $ ' 7 1 0 2 0 0 0 $ ' 8 1 0 2 0 0 0 $ ' 7 1 0 2 0 0 0 $ ' 8 1 0 2 0 0 0 $ ' 7 1 0 2 0 0 0 $ ' 8 1 0 2 0 0 0 $ ' 7 1 0 2 0 0 0 $ ' 8 1 0 2 0 0 0 $ ' 6 7 1 6 7 5 4 7 8 , 7 9 9 8 , - - 0 1 3 , 1 1 0 1 3 , 1 1 6 7 1 0 8 5 4 7 8 , 1 0 0 9 , - - 0 1 3 , 1 1 0 1 3 , 1 1 - - 4 7 1 4 7 1 - - 5 3 5 3 - - 5 4 3 , 1 5 4 3 , 1 - - 8 9 8 8 9 8 - - 7 8 4 7 8 4 - - 4 4 5 4 4 5 6 7 1 0 8 9 3 7 6 , 5 9 9 6 , - - 3 3 8 , 9 3 3 8 , 9 S E I T I L I I B A I L L A C N A N I F L A T O T l s e b a y a p r e h t o & e d a r T s e i t i l i b a i L l a i c n a n i F p u o r G T S B G i s e i t i l i c a f e s a e L n a o l k n a B . g n i r a e b t s e r e t n i - n o n e r a s m e t i r e h t o l l A . s e t a r t s e r e t n i d e x fi e v a h s m e t i e s e h T . i s e u l a V r i a F t e N . i i . l e u a v t n e s e r p r i e h t o t , s m e t i r a l i m i s f o s e t a r t s e r e t n i t e k r a m t a , i s w o fl h s a c e h t g n i t n u o c s i d y b d e n m r e t e d e r a e u d s t n u o m a d n a s n a o l r e h t o d n a s e b a v e c e r l i m r e T d e s i n a g r o n o d e d a r t y l i d a e r e r a s e i t i l i b a i l l i a c n a n fi r o s t e s s a l i a c n a n fi o N . l e u a v t n e s e r p r i e h t o t , s m e t i r a l i m i s f o s e t a r t s e r e t n i t e k r a m t a w o fl h s a c e h t g n i t n u o c s i d . l e u a v r i a f e h t i f o n o i t a m x o r p p a e b a n o s a e r a s i l l i e u a v g n y r r a c e h t , p u o r G e h t f o s e i t i l i b a i l d n a s t e s s a l i a c n a n fi r o F s i s y l a n A y t i v i t i s n e S . i i i . s t e k r a m i y b d e n m r e t e d e r a e b a y a p s n a o L l . l e u a v r i a f r i e h t i f o n o i t a m x o r p p a e b a n o s a e r a s i l t n u o m a g n y r r a c i r i e h t s e i t i l i b a i l l i a c n a n fi d n a s t e s s a l i a c n a n fi r e h t o r o F l l a h t i w ( s r a l l o d n a i l a r t s u A n i i d e t a n m o n e d t o n s n o i t a r e p o s T S B G o t ’ t n a v e e r l i s e c n e r r u c l f o e u a v e h t n i s e g n a h c f o t l u s e r a s a t fi o r p n o t c e ff e e h t , 8 1 0 2 e n u J 0 3 t A l s i s y a n A y t i v i t i s n e S k s i R y c n e r r u C n g e r o F i : s w o l l o f s a s i ) t n a t s n o c g n n a m e r i i l s e b a i r a v r e h t o . s k s i r e s e h t n i e g n a h c a m o r f i l t l u s e r d u o c h c h w y t i u q e d n a s t l u s e r r a e y t n e r r u c e h t n o t c e ff e e h t s e t a r t s n o m e d l s i s y a n a y t i v i t i s n e s s i h T . l e t a d e c n a a b t a k s i r y c n e r r u c n g e r o f d n a k s i r e t a r i t s e r e t n i o t e r u s o p x e s t i o t g n i t a e r l l s i s y a n a y t i v i t i s n e s d e m r o f r e p s a h p u o r G e h T k s i R e c i r P d n a k s i R y c n e r r u C n g e r o F i , k s i R e t a R t s e r e t n I : s t n e m y a p t s e r e t n i i g n d u c n l i s e i t i l i b a i l l i a c n a n fi r o f s m r e t t n e m e l t t e s l a u t c a r t n o c d e t n u o c s i d n u e h t l s t c e fl e r e b a t g n w o i l l o f e h T d e u n i t n o c t n e m e g a n a M k s i R l a i c n a n F i . 6 2 e t o N s t n e m u r t s n I l a i c n a n F i : k s i R y t i d u q L i i . e . i 96 GBST Holdings Limited ABN 85 010 488 874 i. Profit: Increase/(Decrease) in Profit Improvement in AUD to GBP by 10% Decline in AUD to GBP by 10% Improvement in AUD to USD by 10% Decline in AUD to USD by 10% Improvement in AUD to SGD by 10% Decline in AUD to SGD by 10% Improvement in AUD to HKD by 10% Decline in AUD to HKD by 10% GBST Group 2018 $‘000 2017 $‘000 73 (73) (99) 99 5 (5) 19 (19) 454 (454) (81) 81 9 (9) 6 (6) Note 27. Contingent Liabilities The Company has entered into Deeds of Access, Insurance and Indemnity (“Deed”) which ensure the Directors and Officers of the Group will incur, to the extent permitted by law, no monetary loss as a result of defending actions taken against them as Directors and Officers. During the year, GBST advanced $131,674 to a former director and Executive, Mr Stephen Lake, in accordance with the terms of his Deed. The advances were paid to cover legal costs incurred in defending proceedings brought against Mr Lake in the Supreme Court of Queensland by Mr Malcolm Murdoch, a former director and shareholder of GBST. The proceedings relate to a dispute surrounding the terms on which proceedings by Mr Murdoch in 2003 were settled in 2004. To date, GBST has advanced a total of $1.28m to Mr Lake to cover legal costs incurred in defending these proceedings since he first claimed under his indemnity in 2012. These amounts are expensed as incurred. The obligation to indemnify Mr Lake in accordance with the terms of his Deed for this matter has now concluded. As previously disclosed to the ASX on 26 March 2016, the Company is involved in a dispute with its former Managing Director and CEO, Stephen Lake, regarding the termination of his employment. An amended claim and statement of claim was received by the Company on 14 November 2016. The Company intends to vigorously defend the claim. On the basis of present information, the Company has made no provision for any loss or damage in relation to this claim. As at 30 June 2018, GBST has with its clients a variety of software supply agreements, each of which contain service and performance warranties and indemnities. These warranties and indemnities are of the standard type used in the industry and the likelihood of liabilities arising under these warranties and indemnities is considered remote. 2018 Annual Report 97 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 28. Related Parties Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Key Management Personnel Compensation Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments GBST Group 2018 $ 2017 $ 2,874,598 2,733,333 142,828 57,566 176,126 30,765 3,281,883 163,851 39,524 - (247,883) 2,688,825 Detailed disclosures on compensation for Key Management Personnel are set out in the Remuneration Report included in the Directors’ Report. Note 29. Share Based Payments Performance rights are issued under the Company’s LTI Plan approved at the Company’s 2012 Annual General Meeting. The LTI Plan involves the use of performance rights to acquire shares in the Company. The LTI Plan is designed to reward employees in a manner which aligns this element of remuneration with the financial performance of the Company and the interests of shareholders. As such, grants under the LTI Plan are only made to Executives and selected employees who are able to influence the generation of shareholder wealth and thus have an impact on the Group’s performance against the relevant long-term performance hurdle. Selected employees are made individual offers of specific numbers of performance rights at the discretion of the Board and in accordance with the LTI Plan rules. The Board may determine the number of performance rights, vesting conditions, vesting period, exercise price and expiry date. Performance rights may be granted at any time, subject to the Corporations Act and ASX Listing Rules. To align employee and shareholder interests, the Company uses financial performance hurdles as detailed in the Performance Criteria Table as a performance hurdles for each grant of the LTI Plan. Participants in the LTI Plan are also required to meet continued service conditions in order to exercise the performance rights. Options There were no options issued during the period. Share Performance Rights On 28 August 2017, 53,590 performance rights issued on 5 August 2014 vested. The remainder of performance rights issued on 5 August 2014 lapsed prior to the vesting date and have expired. Performance rights failing to meet the financial performance targets for the 2017 financial year were forfeited during the year: i. 75% of the 5 August 2014 issue lapsed as the performance hurdles were not met at 30 June 2017. ii. 100% of the 26 September 2016 and 27 October 2016 issue lapsed as the performance hurdles were not met at 30 June 2017. 98 GBST Holdings Limited ABN 85 010 488 874 On 25 January 2018, the Group issued 502,642 performance rights to selected employees. The FY18 performance rights are conditional upon the participants meeting continuous service conditions and the Company meeting certain financial performance measures. There is a nil exercise price and the FY18 performance rights vest on the later of: (a) 3 years from Grant Date; or (b) if the date in (a) above occurs during a Closed Period under the GBST Securities Trading Policy, then the date that the relevant Closed Period ends and trading is permitted under that Policy. These performance rights expire thirty days after the vesting date. During the year, the following movement in balances occurred. 05 August 2014 26 September 2016 27 October 2016 25 January 2018 TOTAL Granted Forfeited Exercised Expired Opening Balance 264,615 255,951 62,124 (211,025) (53,590) - - - (255,951) (62,124) - - - - 502,642 - 582,690 502,642 (529,100) (53,590) Closing Balance - - - 502,642 502,642 - - - - - As at reporting date a net $48k expense (2017: $301k benefit) was included in share-based payments expense. This benefit in the prior year was as a result of employees not meeting the employment service conditions and performance rights failing to meet the financial performance targets for the 2018 financial year. Movement in Share Performance Rights The following table illustrates the number, weighted average exercise price (WAEP) and movement in share performance rights under the Share Performance Rights Scheme issued during the period. Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period Expired during the period Outstanding at the end of the period Exercisable at the end of the period Jun 2018 Number 582,690 502,642 (529,100) (53,590) - 502,642 - Jun 2018 WAEP - - - - - - - Jun 2017 Number 723,438 373,987 (79,359) (435,376) - 582,690 - Jun 2017 WAEP - - - - - - - No person entitled to exercise any performance right had or has any right by virtue of the performance right to participate in any share issue of any other body corporate. Unless otherwise stated, all issues of performance rights under the plan have a nil exercise price and vest in thirty-six months after the date of grant or the date of release of GBST's audited financial results, whichever is later. The share performance rights expire thirty days after the vesting date, are conditional on the employees meeting continuous service conditions and the group meeting certain financial performance measures. 2018 Annual Report 99 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 29. Share Based Payments continued The performance criteria associated with the grant of share performance rights outstanding from current and prior years under the GBST Performance Rights and Option Plan is detailed in the following table: Grant Date 5 August 20141 Financial Performance hurdle Cumulative Earnings Per Share (EPS) Target 345,005 performance rights (198,465 - failed the cumulative EPS target for 50 cents and 60 cents; remainder 80,390 service target failed; 12,560 employees elected not to accept the shares arising from the performance rights.) y Subject to GBST achieving three year (2015 – 2017 financial years) cumulative EPS targets of 45 cents, 50 cents, and 60 cents for 25%, 50% and 100% vesting respectively (interpolated). Minimum EPS y A minimum EPS of 10 cents is achieved in each year Service Condition y Continuous employment with the Group from grant date for three years. 26 September 2016 & 27 October 20162 Cumulative Earnings Per Share (EPS) Target 373,987 performance rights (318,075 - failed minimum EPS target; remainder service target failed) y Subject to GBST achieving three year (2017 – 2019 financial years) cumulative EPS targets of 50 cents, 53 cents, and 57 cents for 25%, 50% and 100% vesting respectively (interpolated). 62,124 performance rights (62,124 - failed minimum EPS target) Minimum EPS y A minimum EPS of 13 cents is achieved in each year Service Condition 25 January 20183 502,642 performance rights y Continuous employment with the Group from grant date for three years. Cumulative Before Interest, Tax, Depreciation, Amortisation and Strategic R&D (Operating EBITDA before strategic R&D) Target y Subject to GBST achieving an Operating EBITDA before strategic R&D for FY18 of at least $20,000,000. y The targets and respective % are: Performance Condition Target over the Measurement Period Proportion of Performance Rights to vest ≥ $20,000,000 to < $21,000,000 ≥ $21,000,000 to <$22,500,000 ≥ $22,500,000 to <$23,500,000 ≥ $23,500,000 Service Condition 25% 50% 75% 100% y Continuous employment with the Group from grant date for three years. (1) The fair value of the share performance rights of $3.28 each was determined using the Binomial Approximation Option Valuation Model. The model inputs were: the share price at date of grant $3.52, expected volatility of 45 percent, expected dividend yield of 2.298 percent, a term of three years and a risk-free interest rate of 2.62 percent. The exercise price for the share performance rights is nil. (2) The fair value of the share performance rights of $4.0242 each was determined using the Binomial Approximation Option Valuation Model. The model inputs were: the share price at date of grant $4.32, expected volatility of 46.76 percent, expected dividend yield of 2.39 percent, a term of three years and a risk-free interest rate of 1.54 percent. The exercise price for the share performance rights is nil. (3) The fair value of the share performance rights of $2.21 each was determined using the Discounted Cashflow methodology. The model inputs were: the share price at date of grant $2.35, dividend yield per annum but not received by holder during the vesting period, a term of three years. The exercise price for the share performance rights is nil. 100 GBST Holdings Limited ABN 85 010 488 874 Note 30. Earnings Per Share Basic earnings per share (cents) Diluted earnings per share (cents) a. Reconciliation of earnings to net profit Net Profit Earnings used in the calculation of basic EPS and dilutive EPS b. Weighted average number of ordinary shares Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS Weighted average number of ordinary shares outstanding during the year used in calculation of dilutive EPS GBST Group 2017 10.31 10.30 $’000 6,985 6,985 2018 9.20 9.20 $’000 6,249 6,249 67,903,992 67,755,143 67,903,992 67,821,297 The weighted average number of performance rights that are due to vest (based on achievement of performance conditions) in the period immediately following the reporting date are included for the purposes of calculating the Group’s dilutive EPS. For FY18 there were no performance rights meeting this criterion. Note 31. Subsequent Events No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect operations of GBST, the results of those operations, or the state of affairs of GBST in future financial years. The financial report was authorised for issue on 14 August 2018 by the Board of Directors. 2018 Annual Report 101 Notes to and forming part of the Consolidated Financial Statements for the Year Ended 30 June 2018 continued Note 32. Parent Entity Disclosures As at, and throughout the financial year ending 30 June 2018 the parent company of the Group was GBST Holdings Limited. Results of the Parent Entity Profit Attributable to Members of the Parent Entity 1,839 5,392 GBST Holdings 30 Jun 2018 $'000 30 Jun 2017 $'000 Other Comprehensive Income Total items that will not be reclassified to profit or loss TOTAL COMPREHENSIVE INCOME FOR THE YEAR Financial Position of the Parent Entity at Year End Current Assets TOTAL ASSETS Current Liabilities TOTAL LIABILITIES Total Equity of the Parent Entity Comprising of: Issued capital Equity remuneration reserve Retained earnings TOTAL EQUITY Parent Entity Contingencies - 1,839 9,924 75,337 8,537 10,757 39,473 40 25,067 64,580 - 5,392 7,079 76,937 7,827 10,635 39,473 205 26,624 66,302 The Directors are of the opinion that no provisions are required in respect of parent entity contingencies. On the basis of present information, the Company has made no provision for any loss or damage in relation to the contingent liability disclosed in Note 27. Contingent Liabilities not Considered Remote The parent entity has guaranteed, to an unrelated party, the performance of a subsidiary in relation to a contract for the supply of software and services. Parent Entity Capital and Other Expenditure Commitments Contracted for: Capital and other operating purchases Payable Not later than one year 102 GBST Holdings Limited ABN 85 010 488 874 GBST Holdings 30 Jun 2018 $'000 30 Jun 2017 $'000 146 146 146 562 562 562 Guarantees Property Leases In accordance with property lease requirements, the company has provided bank guarantees to the lessors. Lending Facilities The Groups' lending facilities are supported by guarantees from its subsidiaries. Performance Guarantees The parent entity provides certain guarantees in relation to subsidiary performance of contract. Parent Entity Guarantees in Respect of Debts of its Subsidiaries The parent entity has entered into a Deed of Cross Guarantee with the effect that the Company guarantees debts in respect of its subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed, are disclosed in Note 22. 2018 Annual Report 103 Directors’ Declaration 1. In the opinion of the Directors of GBST Holdings Limited (‘the Company’): a. the consolidated financial statements and Notes 1 to 32 and the Remuneration Report in the Directors' report, are in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the financial year ended on that date; and ii. complying with Australian Accounting Standards and the Corporations Regulations 2001; and b. 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. There are reasonable grounds to believe that the Company and the Group entities identified in Note 22 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those Group entities pursuant to Corporations (Wholly owned Companies) Instrument 2016/785. 3. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2018. 4. The Directors draw attention to Note 2 to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the Directors: Mr A J Brackin Chairman Mr R DeDominicis Managing Director and Chief Executive Officer Dated at Sydney this 14th day of August 2018 104 GBST Holdings Limited ABN 85 010 488 874 Independent Auditor’s Report Independent Auditor’s Report To the shareholders of GBST Holdings Limited Report on the audit of the Financial Report Opinion Independent Auditor’s Report We have audited the Financial Report of GBST Holdings Limited (the Company). The Financial Report comprises: • Consolidated statement of financial position as at In our opinion, the accompanying Financial To the shareholders of GBST Holdings Limited Report of the Company is in accordance with the Corporations Act 2001, including: Report on the audit of the Financial Report • giving a true and fair view of the Group's 30 June 2018; financial position as at 30 June 2018 and of its financial performance for the year ended on that date; and Opinion We have audited the Financial Report of GBST • complying with Australian Accounting Holdings Limited (the Company). Standards and the Corporations Regulations 2001. In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: Basis for opinion • giving a true and fair view of the Group's • Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended; • Notes including a summary of significant accounting policies; and The Financial Report comprises: 30 June 2018; • Directors' Declaration. • Consolidated statement of financial position as at The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. • Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended; We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. • Notes including a summary of significant financial position as at 30 June 2018 and of its financial performance for the year ended on that date; and accounting policies; and • Directors' Declaration. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the • complying with Australian Accounting audit of the Financial Report section of our report. Standards and the Corporations Regulations 2001. The Group consists of the Company and the entities We are independent of the Group in accordance with the Corporations Act 2001 and the ethical it controlled at the year-end or from time to time requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for during the financial year. Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. Basis for opinion Key Audit Matters We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters are those matters that, in our The Key Audit Matters we identified are: professional judgement, were of most significance in Our responsibilities under those standards are further described in the Auditor’s responsibilities for the our audit of the Financial Report of the current period. audit of the Financial Report section of our report. • Revenue Recognition; and • Valuation of the Capital Markets International CGU. These matters were addressed in the context of our We are independent of the Group in accordance with the Corporations Act 2001 and the ethical audit of the Financial Report as a whole, and in requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for forming our opinion thereon, and we do not provide a Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We separate opinion on these matters. have fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters The Key Audit Matters we identified are: • Revenue Recognition; and • Valuation of the Capital Markets International CGU. Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability approved Standards Legislation. limited by a scheme under Professional 2018 Annual Report 105 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms Liability limited by a scheme affiliated with KPMG International Cooperative approved under Professional (“KPMG International”), a Swiss entity. Standards Legislation. Independent Auditor’s Report continued Revenue Recognition Significant judgments include: Refer to Note 3 in the Financial Report Revenue Recognition The key audit matter Refer to Note 3 in the Financial Report The Group provides its products and services to customers in bundled packages. These packages The key audit matter may contain two or more of the following The Group provides its products and services to elements: software licenses, maintenance and customers in bundled packages. These packages support services for licensed software, may contain two or more of the following implementation and consulting revenue, and elements: software licenses, maintenance and sponsored project revenue. support services for licensed software, This is a key audit matter due to the level of implementation and consulting revenue, and judgment we applied when considering the sponsored project revenue. Group’s determination of revenue allocated to This is a key audit matter due to the level of the different elements. judgment we applied when considering the Significant judgments include: Group’s determination of revenue allocated to • Implementation and consulting revenue may the different elements. be provided on a percentage of completion basis (“POC”). Determining the POC of the • Implementation and consulting revenue may contract may include estimates of cost be provided on a percentage of completion contingencies; and basis (“POC”). Determining the POC of the • The allocation of revenue to the individual contract may include estimates of cost elements of the contract and the need to contingencies; and assess the timing of recognition for each • The allocation of revenue to the individual element presents a risk of accelerated or elements of the contract and the need to delayed recognition of revenue. assess the timing of recognition for each element presents a risk of accelerated or delayed recognition of revenue. Refer to Note 11 in the Financial Report Valuation of Capital Markets International CGU The key audit matter Refer to Note 11 in the Financial Report The Group’s annual impairment testing of goodwill and intangible assets allocated to the The key audit matter Capital Markets International CGU is a key audit The Group’s annual impairment testing of matter due to the level of judgment required by goodwill and intangible assets allocated to the us in evaluating the Group’s assessment. Capital Markets International CGU is a key audit The significant judgments incorporated into the matter due to the level of judgment required by Group’s fair value less cost of disposal model us in evaluating the Group’s assessment. used to determine the valuation of the CGU The significant judgments incorporated into the include: Group’s fair value less cost of disposal model • Forecast operating cashflows – The CGU has used to determine the valuation of the CGU experienced volatility in revenue from include: sponsored work. This increases the risk of • Forecast operating cashflows – The CGU has inaccurate forecasts or a wider range of experienced volatility in revenue from possible outcomes for us to consider. sponsored work. This increases the risk of • Growth rate assumptions – In addition to the inaccurate forecasts or a wider range of uncertainties described above the Group’s possible outcomes for us to consider. model is sensitive to changes in growth rate • Growth rate assumptions – In addition to the assumptions. This drives additional audit uncertainties described above the Group’s effort specific to their feasibility. model is sensitive to changes in growth rate assumptions. This drives additional audit effort specific to their feasibility. Valuation of Capital Markets International CGU 106 GBST Holdings Limited ABN 85 010 488 874 How the matter was addressed in our audit Our procedures included, amongst others: Our procedures included, amongst others: How the matter was addressed in our audit • We critically assessed the allocation of revenue to the individual elements of the contract by selecting a sample of significant contracts and • We critically assessed the allocation of revenue to assessing the relative fair values of each element. the individual elements of the contract by The Company determine the relative fair value on selecting a sample of significant contracts and a cost plus margin basis. We also assessed the assessing the relative fair values of each element. forecast cost of each element against the The Company determine the relative fair value on Company’s budget’s and evaluated the margin a cost plus margin basis. We also assessed the applied against historical results. forecast cost of each element against the • For contracts that were not completed at the Company’s budget’s and evaluated the margin balance date we assessed the calculation of stage applied against historical results. of completion. Cost incurred to date primarily • For contracts that were not completed at the includes labour costs and our procedures included balance date we assessed the calculation of stage assessing the cost allocation to the contracts. of completion. Cost incurred to date primarily Where cost contingencies are included in the includes labour costs and our procedures included costs to complete, we inspected and critically assessing the cost allocation to the contracts. assessed the rationale for the basis for their Where cost contingencies are included in the inclusion with the project managers responsible costs to complete, we inspected and critically for delivering the projects. assessed the rationale for the basis for their inclusion with the project managers responsible for delivering the projects. How the matter was addressed in our audit Our procedures included, amongst others: How the matter was addressed in our audit • We evaluated the Group’s process regarding the Our procedures included, amongst others: valuation of the Capital Markets International CGU. We challenged the methodology and assumptions • We evaluated the Group’s process regarding the used in the Group’s impairment model. This valuation of the Capital Markets International CGU. included analysing the implied earnings multiples We challenged the methodology and assumptions against comparable companies. We compared used in the Group’s impairment model. This short term growth assumptions against historical included analysing the implied earnings multiples results actually achieved. We assessed the against comparable companies. We compared accuracy of previous Group forecasts to inform short term growth assumptions against historical our evaluation of the forecasts incorporated in the results actually achieved. We assessed the model. accuracy of previous Group forecasts to inform • Using our valuation specialists, we challenged the our evaluation of the forecasts incorporated in the Group’s key judgements included in their discount model. rate. We used our knowledge of the client, and • Using our valuation specialists, we challenged the their industry to form our own assessment in Group’s key judgements included in their discount relation to key inputs to the discount rate and rate. We used our knowledge of the client, and growth rate assumptions. their industry to form our own assessment in relation to key inputs to the discount rate and growth rate assumptions. • We performed our own break even analysis on the assumptions and considered the likelihood of the assumptions reaching these break-even points. Our assessment included consideration of the potential of bias and consideration of the historical accuracy of management’s forecasts. • Discount rates applied in the model – These are complicated in nature and vary according to the market conditions and environment the specific CGU is subject to. In addressing this key audit matter, we involved more senior team members, including valuation specialists, who understand the Group’s business and the economic environment in which it operates. Other Information Other Information is financial and non-financial information in GBST Holdings Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. The Other Information we obtained prior to the date of this Auditor’s Report was the Directors’ Report and Remuneration Report. The Chairman’s and Managing Director’s Report, GBST Product Suite, GBST Executive Team, Additional Shareholder Information and the Corporate Directory are expected to be made available to us after the date of the Auditor's Report. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or 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. In doing so, we 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. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • • • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and assessing the Group and Company's ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. 2018 Annual Report 107 Independent Auditor’s Report continued Auditor’s responsibilities for the audit of the Financial Report Our procedures included, amongst others: How the matter was addressed in our audit to issue an Auditor’s Report that includes our opinion. to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and Our objective is: Revenue Recognition • Refer to Note 3 in the Financial Report • The key audit matter Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in The Group provides its products and services to accordance with Australian Auditing Standards will always detect a material misstatement when it exists. customers in bundled packages. These packages • We critically assessed the allocation of revenue to Misstatements can arise from fraud or error. They are considered material if, individually or in the may contain two or more of the following the individual elements of the contract by aggregate, they could reasonably be expected to influence the economic decisions of users taken on the elements: software licenses, maintenance and selecting a sample of significant contracts and basis of the Financial Report. support services for licensed software, assessing the relative fair values of each element. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing implementation and consulting revenue, and The Company determine the relative fair value on and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. sponsored project revenue. a cost plus margin basis. We also assessed the This description forms part of our Auditor’s Report. This is a key audit matter due to the level of forecast cost of each element against the judgment we applied when considering the Company’s budget’s and evaluated the margin Report on the Remuneration Report Group’s determination of revenue allocated to applied against historical results. Opinion the different elements. In our opinion, the Remuneration Report of Significant judgments include: GBST Holdings Limited for the year ended 30 • Implementation and consulting revenue may June 2018, complies with Section 300A of the be provided on a percentage of completion Corporations Act 2001. basis (“POC”). Determining the POC of the contract may include estimates of cost contingencies; and Directors’ responsibilities • For contracts that were not completed at the The Directors of the Company are responsible for the balance date we assessed the calculation of stage preparation and presentation of the Remuneration of completion. Cost incurred to date primarily Report in accordance with Section 300A of the includes labour costs and our procedures included Corporations Act 2001. assessing the cost allocation to the contracts. Where cost contingencies are included in the costs to complete, we inspected and critically We have audited the Remuneration Report included assessed the rationale for the basis for their in pages 23 to 53 of the Directors’ Report for the year inclusion with the project managers responsible ended 30 June 2018. for delivering the projects. Our responsibilities Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. • The allocation of revenue to the individual elements of the contract and the need to assess the timing of recognition for each element presents a risk of accelerated or delayed recognition of revenue. Valuation of Capital Markets International CGU Refer to Note 11 in the Financial Report The key audit matter How the matter was addressed in our audit KPMG The Group’s annual impairment testing of goodwill and intangible assets allocated to the Capital Markets International CGU is a key audit matter due to the level of judgment required by us in evaluating the Group’s assessment. The significant judgments incorporated into the Group’s fair value less cost of disposal model used to determine the valuation of the CGU include: • Forecast operating cashflows – The CGU has experienced volatility in revenue from sponsored work. This increases the risk of inaccurate forecasts or a wider range of possible outcomes for us to consider. • Growth rate assumptions – In addition to the uncertainties described above the Group’s model is sensitive to changes in growth rate assumptions. This drives additional audit effort specific to their feasibility. 108 GBST Holdings Limited ABN 85 010 488 874 Simon Crane Our procedures included, amongst others: Partner • We evaluated the Group’s process regarding the Brisbane 14 August 2018 valuation of the Capital Markets International CGU. We challenged the methodology and assumptions used in the Group’s impairment model. This included analysing the implied earnings multiples against comparable companies. We compared short term growth assumptions against historical results actually achieved. We assessed the accuracy of previous Group forecasts to inform our evaluation of the forecasts incorporated in the model. • Using our valuation specialists, we challenged the Group’s key judgements included in their discount rate. We used our knowledge of the client, and their industry to form our own assessment in relation to key inputs to the discount rate and growth rate assumptions. Additional Information as at 17 August 2018 Distribution of shareholdings at 17 August 2018 Category (size of holding) 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over TOTAL NO. OF HOLDERS No. Holders 870 1,008 267 242 25 2,412 The number of shareholders holding less than a marketable parcel is 285 Substantial shareholders at 17 August 2018 The following shareholders have disclosed a substantial shareholder notice to the ASX: Name Perpetual Limited National Nominees Ltd ACF Australian Ethical Investment Limited Pinnacle Investment Management Group Limited Spheria Asset Management Pty Limited Schroder Investment Management Australia Limited Burgundy Asset Management Limited Voting rights No. Ordinary Shares % of Voting Power 7,011,908 6,756,530 5,147,856 5,147,856 4,979,915 3,414,697 10.32% 9.96% 7.58% 7.58% 7.33% 5.03% The Company has ordinary shares on issue. There are 67,912,508 ordinary shares on issue. At a general meeting, each shareholder present at a meeting or by proxy, representative or attorney has one vote on a show of hands. Each fully paid ordinary share is entitled to one vote when a poll is called. No shares are the subject of voluntary escrow. 2018 Annual Report 109 Additional Information as at 17 August 2018 continued 20 Largest Shareholders at 17 August 2018 – Ordinary Shares Rank Name No. Ordinary Shares % of Issued Capital 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 HSBC Custody Nominees (Australia) Limited J P Morgan Nominees Australia Limited National Nominees Limited HSBC Custody Nominees (Australia) Limited-GSCO ECA Mr John Francis Puttick BNP Paribas Noms Pty Ltd Citicorp Nominees Pty Limited Mrs Amber Robyn Lake BNP Paribas Nominees Pty Ltd Berislav Becarevic & Ivanka Becarevic BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd DRP Robert DeDominicis Crown Financial Pty Ltd Bond Street Custodians Limited Allan Brackin Retirement Fund Pty Ltd Dekacroft Pty Ltd Dekacroft Pty Ltd Depofo Pty Ltd BNP Paribas Nominees Pty Ltd 20 Claire Sheffield TOTAL On-market buy-back There is no current on-market buy-back 16,999,619 12,282,782 11,024,818 3,359,699 2,727,515 2,015,143 1,912,766 1,100,836 832,212 751,553 628,882 609,055 496,000 342,254 260,000 200,000 192,141 190,000 178,172 157,583 25.03 18.09 16.23 4.95 4.02 2.97 2.82 1.62 1.23 1.11 0.93 0.90 0.73 0.50 0.38 0.29 0.28 0.28 0.26 0.23 56,261,030 82.84 110 GBST Holdings Limited ABN 85 010 488 874 Corporate Directory Registered Office and Principal Place of Business Level 4, 410 Ann Street Brisbane QLD 4000 Ph +61 7 3331 5555 Fax +61 7 3839 7783 www.gbst.com Postal Address GPO Box 2221 Brisbane QLD 4000 Directors Allan Brackin Christine Bartlett Deborah Page AM Tam Vu Robert DeDominicis Company Secretary Jillian Bannan Share Registry Link Market Services Level 21, 10 Eagle Street Brisbane QLD 4000 Ph +61 1300 554 474 Fax +61 2 9287 0309 Stock Exchange Listing GBST Holdings Limited shares are quoted on the Australian Securities Exchange under the ASX code:GBT. Auditors KPMG Level 16, 71 Eagle Street Brisbane QLD 4000 Ph +61 7 3233 3111 Fax +61 7 3233 3100 2018 Annual Report 111

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