Gowest Gold Ltd.
Annual Report 2006

Plain-text annual report

INNOVATION = INNOVATION = FUTURE GROWTH FUTURE GROWTH G W A I N T E R N A T I O N A L L I M I T E D 2 0 0 5 / 0 6 A N N U A L R E P O R T I N N O V A T I O N = F U T U R E G R O W T H GWA INTERNATIONAL LIMITED ABN 15 055 964 380 Level 14 10 Mar ke t St reet Brisbane Queensland 4000 AUSTRALI A Telepho ne : 61 7 3 109 6000 Facsimile: 61 7 3236 0522 We bsite: w ww.gwail.com.au INNOVATION = FUTURE GROWTH 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED ABN 15 055 964 380 2005/2006 ANNUAL REPORT GWA International Limited listed on the Australian Stock Exchange in May 1993 and is one of Australia’s largest designers, manufacturers, importers and distributors of household consumer products. The company has more than 2,000 employees with manufacturing facilities throughout Australia and in Europe. GWA International Limited currently comprises five business divisions, Caroma Dorf, Dux, Gainsborough, Rover and Sebel, all of which are well-established businesses with strong brand names and market positions. GWA International Limited has grown significantly since listing as a result of the strong operating performance of the businesses and successful acquisitions. The company remains committed to growing shareholder wealth through maximising business performance and the pursuit of further appropriate domestic acquisitions. Mission Statement GWA International Limited’s primary objective is to grow shareholder wealth. This objective will be achieved by continuing to invest in people, products and technology to sustain and build premium profitability of the businesses over time. The company will focus on the research, development and release of innovative and environmentally friendly products to maximise market opportunities, and to assist in reducing domestic water consumption and greenhouse gas emissions. GWA International Limited is committed to acquiring another major domestic business division, and to also pursue bolt-on acquisitions that add value to existing businesses, and that support expansion into new markets. Caroma Dorf is Australia’s foremost designer, manufacturer, importer and distributor of domestic and commercial bathroom and kitchen products, including sanitaryware, tapware, accessories, bathware, stainless steel sinks and laundry tubs. Caroma Dorf is at the forefront of product innovation and is the market leader in water efficient sanitaryware and tapware. Dux is an Australian designer, manufacturer, importer and distributor of a range of hot water systems. The range includes mains pressure gas and electric storage, continuous flow gas, electric and gas boosted solar and heat pump products. Gainsborough is a leading Australian designer, manufacturer, importer and distributor of a comprehensive range of domestic and commercial door hardware and fittings, including security products. Rover is one of Australia’s leading designers, manufacturers and distributors of domestic and commercial lawn and garden care equipment. Sebel is at the forefront of Australian design, manufacture and distribution of quality commercial furniture and seating. Contents > Performance Highlights > Chairman’s Review > Managing Director’ Review of Operations > Strategic Direction and Business Divisions > Environmental Product Innovations > Board of Directors > Corporate Governance Statement > Directors’ Report > Financial Statements > Other Statutory Information > Shareholder Information > Corporate Directory 1 2 4 10 12 14 15 22 29 77 79 inside back cover GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > Performance Highlights > Net profit after tax of $56.9 million > Earnings per share of 20.4 cents > Fully franked dividend of 21.5 cents (including 3.5 cents in special dividends) > Return on shareholders’ equity of 13.8% Five Year Financial Summary 2001/02 $’000 2002/03 $’000 2003/04 $’000 2004/05 $’000 2005/06 $’000 Revenue 615,843 666,525 677,393 626,866 619,989 109,934 120,426 131,564 130,067 117,617 Earnings before interest, tax, depreciation, amortisation and reorganisation costs (%) Depreciation and amortisation Earnings before interest, tax and reorganisation costs (%) Interest (net) Trading profit before tax (%) Tax expense (%) Trading profit after tax Reorganisation costs after tax Net profit after tax Net cash flow provided from operating activities before debt cost and tax Capital expenditure Research and development Net debt Shareholders’ equity Other Ratios and Statistics Return on shareholders’ equity Interest cover Net debt/equity Earnings per share Ordinary dividend per share Special dividend per share Total dividend per share Franking Ordinary dividend payout ratio Share price (30 June) Dividend yield (total dividend) 17.9 28,812 81,122 13.2 14,477 66,645 10.8 19,995 30.0 46,650 - 18.1 28,034 92,392 13.9 13,816 78,576 11.8 23,569 30.0 55,007 - 19.4 30,549 101,015 14.9 12,614 88,401 13.1 26,348 29.8 62,053 - 20.7 26,714 103,353 16.5 11,137 92,216 14.7 28,328 30.7 63,888 - 46,650 55,007 62,053 63,888 116,807 128,200 162,104 130,157 32,976 5,064 229,435 387,849 24,392 5,770 207,678 413,787 20,579 5,485 159,451 428,510 21,331 6,488 161,706 409,546 (%) (times) (%) (cents) (cents) (cents) (cents) (%) (%) ($) (%) 12.0 5.6 59.2 16.8 14.5 2.5 17.0 100 86.3 2.35 7.2 13.3 6.7 50.2 19.8 15.5 2.5 18.0 100 78.3 2.70 6.7 14.5 8.0 37.2 22.3 18.0 2.5 20.5 100 80.7 2.95 6.9 15.6 9.3 39.5 23.0 18.0 4.5 22.5 100 78.3 2.92 7.7 19.0 22,420 95,197 15.4 11,490 83,707 13.5 23,628 28.2 60,079 3,227 56,852 98,234 30,966 5,775 141,000 411,968 13.8 8.3 34.2 20.4 18.0 3.5 21.5 100 88.2 3.11 6.9 Number of employees (No.) 2,757 2,646 2,565 2,474 2,226 Notes: EBIT for financial years 2002 to 2004 has been calculated in accordance with previous Australian GAAP. EBIT for financial years 2005 and 2006 has been calculated in accordance with Australian equivalents to IFRS (AIFRS). For impact on EBIT of transition to AIFRS, see note 32 to the Financial Statements Performance Highlights 1 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > Chairman’s Review The 2005/06 financial year was a challenging year for the Group, with a softening dwelling construction and renovation market across Australia, record raw material prices and the scale of business transformation activities undertaken over the year. The profit after tax for the period of $56.9 million, reduced by the business transformation costs, was an 11.0% decrease on the prior year’s record performance. This was a commendable result in these market circumstances, and reflects the strength and quality of the Group’s businesses. The performance for the year was achieved on sales revenue of $620.0 million. Earnings per share for the 2005/06 year was 20.4 cents per share, with earnings per share from trading of 21.6 cents per share. I congratulate management and staff on their efforts and commitment in achieving this result in the challenging market conditions whilst undertaking the extensive business reorganisation initiatives. As outlined in the Group’s half year result release in February, the Group has taken the opportunity in the softening market conditions to reorganise its businesses and reduce operating costs. During the year, the Group announced the closure of the Dorf tapware factory at Penrith, the closure of the Caroma vitreous china sanitaryware factory at Coburg and the integration of the Caroma and Dorf Clark divisions, with the head office located in Sydney. The current reorganisation activities are an on-going process aimed at improving financial performance, primarily through the accessing of supply markets, which offer opportunities to build competitiveness and access growth. It will ensure that the Group is well prepared for the next upturn in the dwelling construction and renovation market. Together with the reorganisation activities, the Group has implemented a significant capital expenditure program during the 2005/06 year. The major expenditure was aimed at improving the domestic manufacturing capacity and distribution capabilities of the Caroma Dorf division, and will enable domestic manufacturing to remain competitive over the long-term. As part of the business reorganisation, the Group has continued to invest in its people through the Talent Identification and Management Program designed by Monash University. The Board views this program as essential in developing current and potential managers in the organisation, and ensuring that management has the necessary skills to meet the changing needs of the businesses. > Dividends The Board recognises the importance of dividends to the Group’s shareholders, and aims to increase ordinary dividends in line with trading profitability. On 15 August 2006, the directors announced a fully franked final dividend for the 2005/06 year of 11.5 cents per share, which comprises an ordinary dividend of 8.0 cents per share and a special dividend of 3.5 cents per share. Barry Thornton Chairman Together with the interim dividend of 10.0 cents per share paid in April, this brings the total fully franked dividend for the 2005/06 year to 21.5 cents per share, which represents an after tax yield of 6.9% based on the closing share price at 30 June 2006. The declaration of a further special dividend for the 2005/06 year continues the Group’s track record in distributing surplus cash and franking credits to shareholders. Over the past 5 years, the company has distributed 15.5 cents in fully franked special dividends to shareholders. The Board will give consideration to further special dividends and other capital management initiatives in the 2006/07 year as a means of distributing surplus cash and franking credits to shareholders. The Group’s Dividend Reinvestment and Share Purchase Plans remain suspended, however the Board will consider re-opening these plans when a major acquisition is undertaken. > Corporate Governance The corporate governance practices of the Group were implemented by the Board, and have been in place since listing in 1993. The Board continues to review and monitor the corporate governance practices of the Group to ensure that current best practice is maintained. The Board comprises long serving and experienced directors with a detailed understanding of the Group’s businesses. This knowledge and experience has been a key factor in the success of the Group since listing, and there is a need for 2 Chairman’s Review GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Barry Thornton Chairman Earnings Per Share cents Dividend Per Share cents 25 20 15 10 5 0 25 20 15 10 5 0 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Return on Shareholders’ Equity % 16 12 8 4 0 01/02 02/03 03/04 04/05 05/06 01/02 02/03 03/04 04/05 05/06 01/02 02/03 03/04 04/05 05/06 Ordinary Dividend Special Dividend The declaration of a further special dividend for the 2005/06 year continues the Group’s track record in distributing surplus cash and franking credits to shareholders. > Product Innovation One of the Group’s overarching strategies is the continued focus on the development of innovative and environmentally friendly products, such as Caroma Smartflush which is a new range of reduced flush water efficient sanitaryware. The Group’s emphasis on product innovation enables the businesses to satisfy relevant regulatory requirements, meet market opportunities to grow profitability, and assist in reducing domestic water consumption and greenhouse gas emissions. The Group continues to work with all levels of Government in developing solutions for managing the country’s precious water resources. In this regard, the recent introduction by the Queensland Government of a rebate scheme for installing dual flush toilets and water efficient tapware in domestic Queensland households is a significant initiative of the Government to assist with the water shortage problem. This initiative provides further market opportunities for the Caroma Dorf business, the market leader in water efficient sanitaryware and tapware. For details of the Group’s product innovations, I refer you to page 12 of the Annual Report. > Strategic Direction Whilst the 2005/06 year has been a challenging period, I am confident that the changes occurring in the Group will grow shareholder wealth in the long-term. The Group will be well prepared for the next upturn in the dwelling construction and renovation market. In the interim, the Group will continue to maximise profitability through the reorganisation of the businesses, the reduction in operating costs and the focus on product innovation which is a key competitive advantage. In regard to potential acquisitions, the Group continued the search for appropriate domestic acquisitions during the year. A number of potential acquisition opportunities were evaluated, but none of the opportunities met the Group’s acquisition criteria. The Group will continue the search for appropriate domestic acquisitions that are synergistic with the existing building fixtures and fittings businesses, and that will enable the Group to grow shareholder wealth. In closing, I would again like to thank management and staff for their efforts during the 2005/06 year. We have many talented and loyal staff in the organisation who are committed to the Group’s future success. Whilst many challenges and opportunities lie ahead for the Group, the reorganisation activities will enable the Group to meet these challenges and opportunities, and grow profitability into the future. I confirm that the generation of shareholder wealth remains the primary objective of the Board. B Thornton Chairman Chairman’s Review 3 a stable and experienced Board during the current reorganisation activities in the Group. The Board has developed succession plans for the future retirement of individual directors. In accordance with the Board succession plans, the Board will give consideration to the appointment of an additional director during the 2006/07 year. In the important area of risk management, the Group continues to focus on improving the identification and management of risk in the organisation. During the year, an Executive Risk Committee was established to drive this process, and the Committee reports directly to the Audit Committee on risk management matters. I am confident that management have put in place an efficient and effective risk management system for the Group, which ensures that risk management is embedded in all aspects of the Group’s operations. For details of the Group’s corporate governance practices, I refer you to the Corporate Governance Statement on page 15 of the Annual Report. GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > Managing Director’s Review of Operations integration of the Caroma and Dorf Clark businesses, now known as Caroma Dorf. This initiative is creating opportunities to deliver improved value offerings and extend market reach, thereby strengthening the market competitiveness of this business. > Sound Trading Profit for 2005/06 Year Peter Crowley Managing Director conditions. An excellent second half sales performance largely recovered the decline in sales for the first half which were down 4.9% on the prior period. In particular, the building fixtures and fittings businesses of Caroma Dorf, Dux and Gainsborough competed strongly for the available market and full year sales revenue for this segment of $523.1 million was a pleasing performance, near the prior year’s sales of $523.9 million. Sales revenue for the Group of $620.0 million, down 1% on the prior year, was a good performance for the year given the domestic market Profit after tax for the year of $56.9 million is after the costs of business restructuring and net of the related gains on property sales. > Restructuring Costs Profit before Interest and Tax Borrowing Costs and Interest Income Profit before Tax Income Tax Expense Profit after Tax > Segment Sales and Profit Trading $000’s Re-Organisation $000’s 95,197 Costs: (21,963) Property gain: 16,019 Total $000’s 89,253 (11,490) 83,707 (23,628) 60,079 (11,490) (5,944) 77,763 2,717 (20,911) (3,227) 56,852 Business Segment Segment Sales Segment Profit 2006 $’000 2005 $’000 2006 $’000 2005 $’000 Building fixtures and fittings 523,100 523,850 102,858 105,535 Commercial furniture Other Total Reorganisation expenses Profit before interest and tax 56,738 40,151 61,608 4,655 5,781 41,408 (12,316) (7,963) 619,989 626,866 95,197 103,353 (5,944) - 89,253 103,353 The 2005/06 year has been an important period for the Group with an extensive set of business transformation initiatives effected during the year and a sound trading performance in difficult market conditions. The business transformation initiatives have incurred $22 million in expenses for the year, offset by gains on related property sales of $16 million. The trading performance for the year was principally impacted by lower demand from the Group’s domestic markets. This lower activity added pressure to market pricing which was also eroded following the clearance of stocks by the market prior to the introduction of the Water Efficiency Labelling Standards (WELS) requirements. The major factor affecting demand for the company’s products was the decline in dwelling construction with increasing interest rates and lower home affordability levels which delayed any recovery in dwelling commencements. The continuing development of international supply markets created the opportunity for Dorf to reorganise the supply of tapware products previously assembled and packed in Australia. Dorf’s Penrith tapware facility was closed during the year with the costs being accounted for in the first half. A profit on sale of the property was realised in the second half of the year. Caroma and Sebel have also actioned opportunities to reorganise supply. Other business improvement initiatives include the progressive  Managing Director’s Review of Operations GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Trading Profit after Tax $ million 70 60 50 40 30 20 10 0 01/02 02/03 03/04 04/05 05/06 Sales revenue for the Group of $620 million was a good performance for the year given the domestic market conditions. Trading results and net restructuring costs are listed in the table on page 4. These reorganisation costs were incurred in the closure of the Penrith tapware and Coburg sanitaryware factories, the closure of the metals and timber manufacturing facilities of Sebel and the head office integration of the Caroma and Dorf Clark businesses. Property gains were realised on the sale of the Penrith and Bankstown properties during the year. Trading earnings after tax for the Group of $60.1 million were down 6% on the prior year. The Group’s core Building Fixtures and Fittings segment performed strongly with trading earnings of $102.9 million being 2.5% down on the prior year’s record result. > Cash Flow Trading cash flow, before reorganisation costs, of $70.7 million was a very strong performance in the market conditions. Working assets increased by $7.5 million on the prior period through higher debtors and lower payables. Business reorganisation yielded a positive cash position with the cash expenditures being $10.6 million and the proceeds from sale of properties contributing proceeds of $33.5 million in the period. The proceeds from the sale of the Coburg property received in July 2005 also contributed to the cash flow result. Over the 2005/06 year, cash assets increased by $21.6 million to $156.5 million. In the investing cash expenditures of $30.2 million, the major items were the new warehouse and plant at Caroma’s Wetherill Park facility. > Operating Performance The Group’s 2005/06 trading earnings before interest and tax of $95.2 million was a sound result at the trading level which was down 7.9%. The costs expended in business reorganisation have strengthened the competitiveness of the business and these initiatives will contribute to future performance. Particularly pleasing was the trading performance of the Group’s core building fixtures and fittings businesses which was achieved while extensive business reorganisation was undertaken in the period and in very difficult market conditions, particularly in NSW. Each of the divisions in this segment have undertaken initiatives in the 2005/06 year aimed at building their competitiveness and market reach. The Caroma and Dorf Clark divisions are being progressively integrated under a single management structure which was established during the year. The Caroma division performed well over the year and, with the benefit of a strong last quarter, recorded sales and profit only marginally below the prior year. Dorf Clark’s results were impacted by lowering tapware margins as the market cleared stocks ahead of the introduction of the WELS legislation. Dux hot water contributed another good result with sales and profit near the prior year results. This business has developed products to meet market demand changes flowing from energy conservation legislation. Whilst significant business establishment costs were incurred in the 2005/06 year in this area, trading performance was maintained. The Gainsborough business traded above expectations maintaining the level of sales and contributing an increased profit for the year. This continues Gainsborough’s history of profit growth. For the 2005/06 year, the Building Fixtures and Fittings segments which is comprised of these businesses, contributed 84% of the Group’s revenue. These businesses have opportunities to build their market competitiveness further in the near term. Rover’s profit contribution reduced significantly in the 2005/06 year, principally on lower industry margins. Sales were only slightly below the prior year on a good sales performance but selling prices were reduced as low cost imports increased in the domestic mower market. This business is transforming to meet the challenges of its changing industry structure. Sebel’s trading contribution for the year was impacted by lower sales with the overall result being increased by the gain on sale of the Bankstown property net of reorganisation costs. The trading result was down 20% on the prior year. The decline in sales was due mainly to lower domestic education sales reflecting lower capital Managing Director’s Review of Operations  GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH Caroma has continued to develop its relationship with overseas sanitaryware suppliers and is assessing opportunities for strategic associations with international companies. spending by that sector particularly in New South Wales. Education related spending is expected to recover in 2006/07. The sustained high AUD exchange rate has constrained Sebel’s export sales growth and initiatives are being assessed to improve competitiveness in their international markets. > Investment in Future Performance Divisional During the course of the 2005/06 year, the Group’s business divisions have taken significant steps in their progressive transformation to realise the new opportunities resulting from their changing and developing markets. Business Transformation Each of the businesses continue to assess the opportunities offered by developing international supply markets. In the 2005/06 year, Dorf reorganised its supply of those tapware products which were assembled and packaged in Australia to overseas sourcing thereby reducing product costs, improving supply lead times and reducing investment in the business. The costs of this restructuring were recovered by the gain on disposal of the Penrith property. Caroma has continued to develop its relationship with overseas sanitaryware suppliers and is assessing opportunities for strategic associations with international  Managing Director’s Review of Operations companies. During the year Caroma rationalised its domestic sanitaryware manufacturing with the closure of the Coburg factory. The upgrading of the Wetherill Park sanitaryware factory has progressed to plan. The companion project at this site, a new warehouse has been completed and is in use, generating savings in lease and distribution costs. The cost competitiveness of Caroma’s domestic manufacturing has been significantly improved with these initiatives. Caroma is also in an improved cost competitive and supply position to service its international markets. Offshore supply is now in place to service these markets. Sebel has reorganised the supply of metal and timber furniture to international suppliers with low input costs and scale of operations to maintain cost competitiveness. Sales to Sebel’s international markets will also benefit from this sourcing of product. GWA Trading (Shanghai) Co Ltd, the Group’s business in China is now well established and is assisting our Australian and international operations in the development of effective strategic partnerships with suppliers in the Asia Pacific region. Each of the Group’s businesses continues to assess opportunities for business reorganisation aimed at improving cost competitiveness and adding to the value of product and service offerings to the Group’s markets. > Corporate The Group is continuing to invest in key initiatives in information technology, people development and employee health and safety. > Information Technology Following on the successful implementation of the Movex Enterprise Resource Planning system at Dux in 2005, an expanded implementation team has been assembled for the Movex roll out in Caroma Dorf. The initial planning and preparation phases of the implementation program have been completed and the system is planned to be progressively installed across the business commencing in the second half of the 2006/07 year. The Movex system is a critical component in enabling the business to meet the challenges of increasingly complex and integrated supply chains. The system will also provide the capability to reduce transaction costs and build value in the Group’s trading relationships into the future. GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Costs incurred to date on the Caroma Dorf implementation of $737,000 were capitalised in the 2005/06 year. > Talent Identification and Development The collaboration with Monash University has progressed significantly through the 2005/06 year with extensive assessment and feedback for employees across the Group’s businesses. Development programs are being established for participating staff. This program is designed to identify, develop, mentor and encourage our talented people to ensure the sustainability of our business and the on-going creation of shareholder wealth. Costs incurred and expensed on this program in the 2005/06 year were $280,000. > Employee Health and Safety During the year, the Group has implemented a new information technology system to record, monitor and assess workplace health and safety issues, risks and mitigation plans. This new system incorporates the Group’s already well defined policy framework. The Group has established a risk management and mitigation strategy for asbestos in the workplace and during the year the asbestos roof at the Wetherill Park facility was completely replaced at a cost of $2.5 million. Of this amount $1.16 million related to the removal During the year, the Group has implemented a new information technology system to record, monitor and assess workplace health and safety issues, risks and mitigation plans. of the asbestos sheeting and was expensed. > Environmental In the 2005/06 year, the Group has commenced a program to realise improved energy efficiency in association with a tertiary institution. The Group has ongoing activities at each business aimed at minimising waste and hazardous materials. > Outlook for the 2006/07 Year I expect the new year to present a challenging trading environment, however, the Group’s businesses are improving their market competitiveness and are creating growth opportunities. Recent, and expected further increases in interest rates together with the continued low level of housing affordability are expected to defer the recovery of domestic dwelling construction. Oil and metal price driven inflation may also result in a further contraction of domestic renovation activity. Consequently, demand from the domestic market is expected to decline further in the 2006/07 year. I am confident that the Group’s businesses will progressively realise the benefits of the business transformation initiatives effected to date and our aim is to achieve a trading EBIT for the Group above the $95.2 million achieved in 2005/06. Further business reorganisation initiatives may result in costs which reduce the Group’s 2006/07 consolidated profit and such costs will add to business performance in future years. > Longer Term Outlook GWA International Limited’s earnings are predominantly generated from the Building Fixtures and Fittings segment businesses which contribute 84% of Group sales revenue. The principal drivers of demand for the segment’s products are domestic construction, commercial building projects, renovation and replacement activity. Managing Director’s Review of Operations  GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH At 30 June 2006, the company had cash assets of $156.5 million, an increase of $21.6 million over the financial year. especially when domestic market demand has been high. I expect the Group to build its international markets over time utilising its overseas supply partners and creating profitable growth opportunities into the future. Over the longer term, I expect our current portfolio of businesses may change through acquisition and divestment as markets and supply chains continue to create new opportunities for strategic partnerships and association. The GWA Group is in a very strong financial position to acquire businesses complementary to our core activities and to invest further in our existing businesses. I am confident that the current portfolio of businesses have sufficient growth opportunities for the company to continue to grow shareholder wealth. > Financial Condition At 30 June 2006, the company had cash assets of $156.5 million, an increase of $21.6 million over the financial year. Cash flow from operating activities for the year of $60 million includes the cash expenditures on business reorganisation of $10.6 million which will contribute to future profits. Over the year, $31 million was expended on new investments, these being principally the new warehouse and production technology at the Wetherill Park site. These investments will also add to future profitability. The sale of the Penrith and Bankstown properties, receipt of proceeds from the Coburg property sold in the prior year and plant sales contributed investing cash inflows of $46.4 million over the financial year. Dividends paid in cash during the year were $55.66 million with part of this amount reducing the employee share plan loans. The company’s operating cash flow is expected to continue to exceed the operational funding requirements of the business and contribute further funds for investment. The cash assets of $156.5 million at balance date provide the funding for a significant business acquisition when the opportunity arises. Debt funding and other financing facilities are provided to the company under a Master Financing Agreement. At balance date, bank loans were made up of: > Australian Currency $285 million > Euro €7.3 million These loans and other facilities are extended annually under 2 year and 3 year evergreen arrangements. The Euro loan is a currency hedge with respect to the Group’s investment in the Wisa business. At balance date the Group held Euro currency of 2.6 million as a hedge with respect to equipment for the Wetherill Park factory project. The major part of this amount was expended in July 2006. Other cash assets are held predominantly in Recent trends driving the number and value of dwellings constructed have included population growth, lower family sizes and larger houses. Renovation activity is expected to continue to grow as the stock of existing homes age further. Commercial construction activity is limited to national economic growth levels. Over the long-term, growth is expected to continue in line with overall population and economic growth. However activity will be subject to economic cycles. The benefits of supply reorganisation across the Group’s businesses are improved product cost competitiveness, improved supply flexibility and reduced exchange risk in international markets. The volatility of the Australian currency has been a significant disadvantage over time in the development and maintenance of profitable export markets for the Group’s businesses. The small scale of the domestic production relative to overseas market volumes has also restricted supply to international markets  Managing Director’s Review of Operations GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT The 2005/06 year has been a year of sound performance and strategic progress for the company. been comfortably met throughout the 2005/06 year and the Group has the capability to increase borrowings significantly, within the ratio undertakings, to fund acquisition opportunities of scale. In addition to further borrowing the company has the option to raise further equity funds by reinstating the Dividend Reinvestment and Share Purchase Plans. The company did not issue any further employee shares during the year. At balance date the number of shares on issue under this plan was 3.1 million and the loan amount was $6.2 million, a reduction of $1.8 million on the opening balance made up of dividends and loan repayments. In the year, the company has not issued any further shares and no share options have been issued by the company. The further steps taken in the reorganisation of supply of components and products over the year has increased the Group’s imports and reduced the Group’s relative exposure to import competition to further increases in the domestic currency rate. The Group’s major currency exposures are to the US dollar and Euro currencies. Movements in these currency rates over this financial year and the prior year are set out in the table below. > Summary The 2005/06 year has been a year of sound performance and strategic progress for the company. I am very pleased with the Group’s trading performance for the year and particularly so with Caroma Dorf, Gainsborough and Dux. The excellent trading performance for the fourth quarter which underpinned the sound full year result is an indication of the progress made in transforming the businesses and the opportunities being created through improved cost competitiveness and expanded reach. The company’s management and staff achieved record results in recent years assisted by domestic market growth and are now maintaining a sound trading performance in difficult market conditions whilst undertaking the significant changes necessary for the businesses to meet the challenges and realise the opportunities of their developing markets. I congratulate our management and staff on their performance and achievements in the 2005/06 year. Australian currency placed on deposit for terms up to 90 days. At balance date, the company held interest rate swaps totalling $125 million at rates between 5.50% and 5.67% with expiry dates from August 2007 to September 2008. Each of the contract swap rates is below the relevant market rate for the Group’s domestic borrowings at balance date and represents a hedge of near 75% of the Group’s net interest bearing debt. The Group’s businesses have entered into foreign currency hedges at balance date as set out in the Financial Statements. These hedges are for the purchase of components and finished products and sales in overseas currencies. The ratio undertakings under the Master Financing Agreement have 1 Aus Dollar Jun Sep Dec Mar Jun US$ Euro - 2005/06 0.7637 0.7615 0.7337 0.7159 0.7433 - 2004/05 0.6889 0.7147 0.7790 0.7719 0.7637 - 2005/06 0.6315 0.6326 0.6175 0.5889 0.5841 - 2004/05 0.5702 0.5794 0.5717 0.5973 0.6315 P C Crowley Managing Director Managing Director’s Review of Operations 9 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > Strategic Direction and Business Divisions Business Divisions Main Products and Services Brand Names Websites > > > > > > Vitreous china toilet suites, urinals, bidets, basins, plastic cisterns, bathroom accessories and fittings. Acrylic and pressed steel spas, baths and shower trays. Tapware and accessories, stainless steel sinks and laundry tubs > Owned: Caroma, Fowler, Stylus, Wisa, Clark, Radiant, Myttons, Epure, Dorf, Caroma Taps, Irwell, Donson > Exclusive: Hansa, Keuco, Schell, KWC, Virtu > www.caroma.com.au > www.caroma.smartflush.com.au > www.fowler.com.au > www.stylus.com.au > www.wisa-sanitair.com > www.starion-industries.com > www.dorf-clark.com.au > Dux is an Australian designer, manufacturer, importer and distributor of a range of hot water systems. The range includes mains pressure gas and electric storage, continuous flow gas, electric and gas boosted solar and heat pump products > Owned: Dux, EcoSmart > www.dux.com.au > www.ecosmart.com.au > A comprehensive range of door > Owned: Gainsborough, > www.gainsboroughhardware.com.au hardware comprising door handles (knobs and levers), door locks, door closers, hinges and other metal door accessories (Architectural Hardware, Stronghold Series, Contractor Series, Aspect Series), Trilock > Range of walk-behind and ride-on > Owned: Rover > www.rovermowers.com.au mower equipment, garden chip and shred products and spare parts > Sebel produces a broad range of > Owned: Sebel > www.sebel.com.au commercial furniture suited to its target markets. The range includes dining seating and tables, outdoor furniture, mass seating for stadia and public areas, casual corporate markets, and tables, desks and chairs for the education market. 10 Strategic Direction and Business Divisions GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH GWA International Limited’s primary objective is to grow shareholder wealth. This objective will be achieved by continuing to invest in people, products and technology to sustain and build premium profitability of the businesses over time. Operating Locations Major Markets Strategic Direction > Australia, > New dwellings, renovation, > Caroma Dorf will maintain leadership in the domestic market New Zealand, China, North America, Europe replacement and commercial markets in Australia, New Zealand and selected international markets through its focus on the development and release of innovative and environmentally friendly products, and will expand its international business through new product development and promotion of leading brands > Australia, overseas distributors > Dux participates actively in the new home and replacement markets. However, the primary market for hot water systems is the replacement or breakdown market > Dux will continue to focus on improving business performance by developing new environmentally friendly products to meet emerging market requirements and regulations, strengthening key customer relationships, and reducing costs through both improved plant performance and sourcing of components > Australia, New Zealand, export markets > Domestic home builders, DIY and building projects, commercial buildings and multi-dwelling developments > Gainsborough’s strategic direction encompasses the development of additional door hardware products to suit domestic buildings, continued development of commercial markets and development of export markets > Australia, > Domestic, commercial, lawn care > Rover will continue to target market growth segments in New Zealand, overseas distributors and garden products and equipment, marketed in over 35 countries Australia and overseas > Australia, > Entertainment, hospitality, New Zealand, Hong Kong, United Kingdom healthcare, public seating, sports stadia, corporate and educational markets. Sells direct to builders, developers, clubs and hotels > As well as its strong emphasis on new product development, Sebel will continue to pursue traditional markets using its strong brand name and good customer service to drive sales through increased market share. Current export markets will also be expanded, with the division pursuing opportunities in education and stadia markets overseas Strategic Direction and Business Divisions 11 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > Environmental Product Innovations > Research and Development Caroma Dorf has recently opened a new “state of the art” R&D Centre, situated in the company’s head office at Epping in Sydney. The centre employs a team of fifteen professionals, involved in industrial and ceramic design, engineering design using advanced computer aided design technology to develop world-class products. Other GWA subsidiaries such as Dux and Sebel also conduct their own in-house R&D programs. With the knowledge that both the local and international markets place ever increasing demand on environmentally friendly products, GWA has for several years focussed its R&D on developing world-class designs that pioneer ways to save water and energy, reduce greenhouse gases or deliver other environmentally sustainable benefits. Caroma Dorf has focused its R&D efforts in extending its highly successful Smartflush® dual flush sanitaryware and W.E.T.® (Water Efficient Tapware) technology into most product ranges on offer to the market. Concurrently, extensive R&D work has been undertaken by the company to ensure that all products are in compliance with the Federal Government’s WELS (Water Efficiency Labelling and Standards Scheme) that by legislation, commenced on 1 July 2006. Caroma Dorf has recently launched two new urinals that are the undisputed leaders in water saving technology. The Caroma Cube 0.8 litre Smartflush® Urinal is Australia’s first 6-star rated urinal and uses up to 60% less water compared to standard 2 litre single stall models. The Caroma H2Zero Cube Urinal transforms the way you think about waterless urinals and heralds a major breakthrough in waterless technology. This product is the first truly viable and sustainable high performance waterless option. Dux hot water systems have been providing the Australian and International markets with quality heating systems since 1915. Caroma Dorf has focused its R&D efforts in extending its highly successful Smartflush® dual flush sanitaryware and W.E.T.® (Water Efficient Tapware) technology into most product ranges on offer to the market. The priority for R&D has been on developing a range of environmentally friendly products, and there has been intensive development focus throughout the year on solar products and heat pumps. The focus was needed due to rapidly changing political environments that are mandating both solar and ever increasing levels of energy efficiency. To achieve the required increases in energy efficiency and to also not allow a drop in customer satisfaction, Dux has developed a range of highly sophisticated energy management systems unparalleled in the industry. These systems typify a transition from “dumb” control to “intelligent” management of energy. The approach and products produced have set Dux as a market leader in this field, and as an innovator. The first product onto the market taking this intelligent approach has been the Sunpro 305. The Sunpro has been met with eager acceptance by the builder and new home markets and represents an innovative and technological advance. This energy management technology is now being applied across the full range of Dux products (electricity, gas and heat pump) lifting the perception of the brand in the market. 12 Environmental Product Innovations GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT SUNPRO 305 > < H2ZERO WATERLESS URINAL The Caroma H2Zero Cube Urinal transforms the way you think about waterless urinals and heralds a major breakthrough in waterless technology. > Caroma Smartflush® With the country experiencing some of the harshest drought conditions and water shortages in many years, Governments, water authorities and the community are looking at long-term solutions to conserve water and protect the Australian environment. Widely recognised as a market leader in the development of water efficient products, Caroma Dorf has become among the first to embrace WELS, the Federal Government’s new Water Efficiency Labelling and Standards Scheme, which sets out a national water efficiency rating and labelling criteria to a range of water-using products. As water restrictions and the WELS scheme are to become a permanent part of our future, the Caroma Smartflush® toilet system becomes a very valuable asset for those households and businesses attempting to meet water conservation guidelines and preserve this valuable resource. The Smartflush® dual flush technology has considerably reduced the amount of water used each time the toilet is flushed. Older style, single flush toilets use up to 11 litres of water with every flush. Converting to the Caroma Smartflush®, which only uses . litres for a full flush and 3 litres for a half flush, will save the average household an estimated 3,000 litres of water each year. All Caroma Smartflush® toilet suites carry a WELS  star rating, while Caroma /3 litre dual flush toilet suites are 3 star rated for water efficiency. The Caroma Smartflush® system has also been recognised for its environmental qualities through the following awards: > ‘200 Product of the Year’ at the GreenPlumbers Awards > ‘Australian Design Award’ > Housing Industry Association’s ‘200 National GreenSmart Product of the Year’ Award > Engineers’ Australia ‘Award for Excellence in Engineering Design (Highly Commended)’ > ‘Powerhouse Museum Selection Award’ > Dorf Water Efficient Tapware (W.E.T.®) Dorf W.E.T.® products are also contributing to a sustainable future by saving water, energy and the environment. A WELS 3 star rating has been achieved for tapware, mixers and showers. Engineered to regulate the flow of water, whilst still providing optimum performance, the W.E.T.® range of products can be used in the kitchen, bathroom and the laundry. If used throughout the home, it is estimated that the average household will: > Save the equivalent of up to one swimming pool worth of water per year > Use less energy as there is less water to heat > Reduce greenhouse gas emissions as less energy is used > Cut up to $320 off annual household expenses > Dux Solar Hot Water Systems Dux has continued to develop its range of environmental products under the ‘Sunpro’ brand. The Sunpro 30 product has become the benchmark in the Victorian housing market as it combines the simplicity of a conventional gas storage unit with solar collectors and a patented ‘Hot Logic’ controller. This product provides a relatively low capital cost product that meets the stringent requirements of the SEAV whilst ensuring consumers have sufficient hot water, even on cloudy days. The Sunpro Gas Boosted solar products remain at the forefront of the market and continue to provide solutions at the performance end of the market. These products have gained wide acceptance in Victoria, New South Wales and Queensland, where legislation is driving the market towards higher efficiency products. Sunpro Electric Boosted solar products are gaining ground in Queensland, along with the new heat pump technology, Airoheat, which reduces demand for electricity compared with conventional water heaters. In South Australia, Electric Boosted solar heaters have established a niche in the market and are assisting to reduce demand for energy compared with conventional electric hot water heaters. Another innovative environmental product developed by Dux is Readyhot, a new water reticulation pump which reduces water being wasted. Readyhot won the HIA Greensmart Award in Western Australia and is now a national finalist. Dux remains at the forefront of environmental product development and will continue to differentiate from competitors by taking this leading role in the market. Environmental Product Innovations 13 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH > P C Crowley BA BEcon FAICD > R M Anderson Non-Executive Director Elected to the Board 1992 Expertise: Property investment and transport logistics Mr Anderson was appointed a director of GWA Limited in 1979 after joining the Group in 1955 where he gained wide experience in management, investment and property matters. Mr Anderson was appointed a Non-Executive Director of GWA International Limited in 1992. > G J McGrath MIIE Non-Executive Director Elected to the Board 2004 Expertise: Manufacturing and general management Special Responsibilities: Member of Remuneration Committee 2003: Mr McGrath retired as Managing Director of GWA International Limited on 6 May 2003, and continued his involvement with the Group as an adviser to the Board; 1992: Mr McGrath was appointed Managing Director of GWA International Limited; 1982: After the takeover of UPL Group by GWA Limited, Mr McGrath was appointed Managing Director of the GWA Manufacturing Group companies comprising Caroma, Sebel and Rover Mowers. During the past three years, Mr McGrath has served as a director of the following other listed companies, and the period in which the directorships have been held: > Campbell Brothers Limited*+ since 2003 > Fletcher Building Limited* since 2003 > Company Secretary R J Thornton CA B Com LLB (Hons) LLM FTIA Appointed 4 July 2003 Expertise: Chartered Accountant, taxation and finance Mr Thornton joined GWA International Limited in 2002 as Group Taxation Manager and Treasurer. He is experienced in accounting, taxation and finance through positions at Coopers & Lybrand, Citibank and Ernst & Young in Australia and overseas. Managing Director Appointed 6 May 2003 Expertise: Broad manufacturing experience in Australia and overseas 2001: Managing Director and Chief Executive, Austrim Nylex Limited, a diversified industrial company; 1999: Executive Director, Cement and Lime, The Rugby Group PLC, a UK Public Company with extensive international cement operations. During this period, also served as a director of Adelaide Brighton Limited; 1997: Chief Executive, Cockburn Cement Limited (a subsidiary of The Rugby Group PLC), Western Australia’s largest cement producer and Australia’s largest lime producer; 1982: Various roles with Queensland Cement Limited and its parent company Holderbank culminating in General Management responsibilities within Australia and South-East Asia. During the past three years, Mr Crowley has served as a director of the following other listed company, and the period in which the directorship was held: > Austrim Nylex Limited 2001-2003 > D R Barry FAIM Non-Executive Director Elected to the Board 1992 Expertise: Importation, distribution and retailing Special Responsibilities: Member of Remuneration Committee Mr Barry was appointed a director of GWA Limited in 1979, and was primarily responsible for one of its major divisions involved in importation, wholesaling and retailing. Mr Barry was appointed a Non-Executive Director of GWA International Limited in 1992. > M D E Kriewaldt BA LLB FAICD Non-Executive Director Elected to the Board 1992 Expertise: Lawyer and director of a number of public and other corporations Special Responsibilities: Chairman of Remuneration Committee, member of Audit Committee and member of Nomination Committee Mr Kriewaldt provides advice to the law firm Allens Arthur Robinson and to Aon, insurance brokers. He formerly practised in a wide range of areas including banking and finance, insurance, insolvency and receivership and intellectual property. Mr Kriewaldt is Chairman of Opera Queensland Limited. During the past three years, Mr Kriewaldt has served as a director of the following other listed companies, and the period in which the directorships have been held: > Campbell Brothers Limited* since 2001 > Oil Search Limited* since 2002 > Suncorp-Metway Limited* since 1996 > Peptech Limited* since 2003 > Thin Technologies Limited 2003 > Board of Directors > B Thornton KSJ FCA FAICD FAIM FCIS Chairman and Non-Executive Director Elected to the Board 1992 Expertise: Chartered Accountant, corporate and financial management Special Responsibilities: Chairman of the Board, Chairman of Nomination Committee and member of Audit Committee Mr Thornton joined GWA Limited in 1974 as Finance Director and was appointed Chief Executive in 1981. In 1986, he was appointed Executive Chairman and, following the privatisation of GWA Limited in 1989 and the public float of the Manufacturing Division as GWA International Limited in 1993, he became Non-Executive Chairman. He is also Chairman of the Brisbane Airport Corporation Limited, and a member of the Brisbane Advisory Board of the Salvation Army. During the past three years, Mr Thornton has served as a director of the following other listed company, and the period in which the directorship was held: > Stockland Corporation Limited 1995-2004 > J J Kennedy AO CBE DUniv (QUT) FCA FCPA Deputy Chairman and Non-Executive Director Elected to the Board 1992 Expertise: Chartered Accountant and director of a number of public and other corporations Special Responsibilities: Deputy Chairman of the Board, Chairman of Audit Committee and member of Nomination Committee During the past three years, Mr Kennedy has served as a director of the following other listed companies, and the period in which the directorships have been held: > Suncorp-Metway Limited* since 1997 > Australian Stock Exchange Limited* since 1990 > Macquarie Goodman Funds Management Limited : 1994 – 2004 > Qantas Airways Limited resigned June 2006 * denotes current directorship + denotes Chairman 1 Board of Directors GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT The Board of Directors is responsible for the corporate governance of GWA International Limited (“the company”) which is an essential part of the role of the Board. Corporate governance is about the Board undertaking an active monitoring of the company’s activities and ensuring that integrity prevails within the company. The governance principles adopted by the Board are designed to achieve this outcome. > Corporate Governance Statement for the year ended 30 June 200 The corporate governance practices of the company have been in place since listing and are constantly reassessed in the light of experience (within the company and in other organisations), contemporary views and best practice guidelines on good corporate governance practices. The Board adopts practices it considers to be superior and which will lead to better outcomes for the company’s shareholders, whilst endeavouring to avoid those which are based on unsound principles or represent temporary fads. The Board supports the Principles of Good Corporate Governance and Best Practice Recommendations (“the recommendations”) released by the ASX Corporate Governance Council. The Board confirms that the current corporate governance practices of the company meet or exceed the recommendations, except for Recommendation 2.2 which provides that the chairperson should be an independent director. The Chairman of the company, Mr Barry Thornton, would not be considered an independent director in accordance with the definition of independence outlined in the recommendations, as he is associated with a substantial shareholder. This matter is outlined in more detail below – refer Independence of Directors. As part of its responsibilities, the Board has ensured that management has put in place a comprehensive system of risk management and internal controls. These are outlined in more detail below – refer Risk Management and Internal Controls. The Board continues to review and monitor the company’s risk management and internal control practices to ensure that best practice is maintained. For further information on the corporate governance practices of the company, please refer to the corporate website at www.gwail.com.au in the Corporate Governance section. 1. Role of the Board The Board is responsible for the long-term growth and profitability of the company. The Board charts the strategic direction of the company and monitors executive and senior management performance on behalf of shareholders. To achieve this, the Board is engaged in the following activities: > Final approval of corporate strategies and performance objectives developed by senior management, with Board input > Approval and monitoring of financial and other reporting > Monitoring of executive and senior management performance, including the implementation of corporate strategies, and ensuring appropriate resources are available > Appointment and monitoring of the performance of the Managing Director > Liaison with the company’s External Auditor through the Audit Committee > Ensuring that the company has appropriate systems of risk management and internal controls, reporting mechanisms and delegation authority limits in place > Approval and monitoring of the progress of major capital expenditure, capital management, and acquisitions and divestments > Any other matters required to be dealt with by the Board from time to time depending upon circumstances of the company > Other matters referred to in the Board Committee charters The Board operates under a charter that details the functions and responsibilities of the Board. The charter is regularly reviewed to ensure it remains consistent with the Board’s objectives and responsibilities. The Board charter has been posted on the company’s website in the Corporate Governance section. 2. Board Meetings The Board meets at least 11 times each year for scheduled meetings and may, on other occasions, meet to deal with specific matters that require attention between scheduled meetings. Together with the Board Committees, the directors use the Board meetings to challenge and fully understand the business and its operational issues. To assist with the Board’s understanding of the businesses, the Board regularly conducts Board meetings at the factories, followed by management presentations and factory tours. The General Managers of the business divisions are required to regularly attend and present at Corporate Governance Statement 1 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH the Board meetings on corporate strategies and performance. A Group strategy meeting is held annually, which enables the Board to review corporate strategies and performance with the General Managers of the business divisions. This ensures that the Board is effectively carrying out its duty of approving corporate strategies and performance objectives. The Chief Financial Officer is required to attend Board meetings and present the Finance Department Monthly Report, and to answer questions from the directors on financial performance, accounting, risk management and treasury matters. The Company Secretary is responsible for the completion and dispatch of the agenda and Board papers for each meeting. The Company Secretary prepares the draft minutes for each meeting, which are tabled at the next Board meeting for review and approval. The Company Secretary is accountable to the Board, through the Chairman, on all corporate governance matters. 3. Composition of the Board The Board presently comprises 7 directors, 6 of whom, including the Chairman and Deputy Chairman, are non-executive directors and one, the Managing Director, is an executive director. Profiles of the directors are set out on page 14 of the Annual Report. The profiles outline the skills, experience and expertise of each Board member. The composition of the Board is determined by the Nomination Committee and, where appropriate, external advice is sought. The following principles and guidelines are adhered to: > Non-executive directors should not be involved in management of the day to day operations of the company > All Board members should have financial expertise and relevant experience in the industries in which the company operates Re-Election of Directors In accordance with the company’s constitution, at each Annual General Meeting, a number of directors will face re-election. One third of the Board (excluding the Managing Director and any director not specifically required to stand for re-election) must stand for re-election. In addition, no director (other than the Managing Director) may hold office for more than three years without standing for re-election, and any director appointed by the Board since the last Annual General Meeting must stand for re-election at the next Annual General Meeting. All retiring directors are eligible for re-election. 4. Independence of Directors The Board considers that directors must be independent from management and free of any business or other relationship that could interfere, or reasonably be perceived to interfere, with the exercise of their unfettered and independent judgment. In applying the definition of independence outlined in the recommendations of the ASX Corporate Governance Council, it has been determined that the majority of the Board members of GWA International Limited are independent. The following directors are considered by the Board to constitute the independent directors of the company: > The Board should maintain a majority > Mr Jim Kennedy, of non-executive directors > The Board should maintain a majority of independent directors > The Chairperson should be a non-executive director > The role of Chairperson and Managing Director should not be exercised by the same individual Deputy Chairman and Non-Executive Director > Mr Martin Kriewaldt, Non-Executive Director > Mr David Barry, Non-Executive Director > Mr Robert Anderson, Non- Executive Director The Board is responsible for ensuring that the action of individual directors in the Boardroom is that of independent persons. The Board distinguishes between the concept of independence and issues of conflict of interest or material personal interest which may arise from time to time – refer Conflicts of Interest below. In recognising the importance of the independence of directors and the immediate disclosure of conflicts of interest, the Board has included both matters as permanent items on the agenda at Board meetings. Any independence or conflict of interest issues arising during the relevant period must be disclosed to the Chairman prior to each Board meeting. The disclosure is recorded in the Register of Directors’ Interests and in the Board minutes. (i) Mr Barry Thornton – Chairman and Non-Executive Director As indicated above, the Chairman, Mr Barry Thornton, would not be considered an independent director based on the definition of independence outlined in the recommendations of the ASX Corporate Governance Council. This is on the basis that Mr Thornton is associated with a substantial shareholder. In the Board’s view, Mr Thornton’s association with a substantial shareholder in no way prevents Mr Thornton from exercising independent judgment in carrying out his duties as Chairman of the Board. Mr Thornton is a long serving Chairman and has overseen the efficient and effective conduct of the Board’s functions since listing in 1993. In the event that any independence or conflict of interest issue arises with respect to Mr Thornton’s association with a substantial shareholder, the company has procedures in place for the Deputy Chairman, Mr Jim Kennedy to assume the role as acting Chairman of the Board. (ii) Mr Geoff McGrath – Non-Executive Director At the Annual General Meeting on 28 October 2004 shareholders 1 Corporate Governance Statement GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT approved the re-election of Mr Geoff McGrath as director. As disclosed in the 2003/04 Annual Report, Mr McGrath was the former Managing Director of the company and accordingly, does not meet the definition of an independent director as outlined in the recommendations of the ASX Corporate Governance Council. In the Board’s view, this in no way impacts on Mr McGrath’s effectiveness and performance as a director, nor does it affect Mr McGrath’s ability to exercise independent judgment in carrying out his duties as a director. (iii) Director Tenure The current Board members have been in office for many years, as disclosed on page 14 of the Annual Report (excluding Mr Peter Crowley and Mr Geoff McGrath who were appointed in the 2002/03 and 2003/04 years respectively). The Board does not consider that the independence of a director can be assessed by reference to an arbitrary and set period of time. The Board has overseen the growth and development of the company since listing and in the Board’s view the company derives benefits from having long serving directors with a detailed knowledge of the company’s operations. The Board considers this a significant factor in their effectiveness and performance in their roles as directors of the company. The Board has developed succession plans for the future retirement of individual directors. In formulating the succession plans, the Board recognises the importance of maintaining corporate memory and ensuring the appropriate balance of skills required to maintain an efficient and effective Board. 5. Conflicts of Interest The directors are required to disclose to the Board any relationships from which a conflict of interest might arise. A director who has an actual or potential conflict of interest or a material personal interest in a matter is required to absent himself from any meeting of the Board or Board Committee, whenever the matter is considered. In addition, the director does not receive any Board papers or other documents in which there is a reference to the matter. This process is applied to business and trading relationships, dealings with the directors, dealings with companies with common directors and dealings with any significant shareholders of the company. The materiality thresholds used for the determination of independence and issues of conflict of interest has been considered from the point of view of the company and directors. For the company, a relationship which accounts for 5% or more of its revenue is considered material. For a director, a relationship which accounts for 5% or more of the total income of a director is considered material. Directors’ fees are not subject to this test. 6. Access to Independent Advice Directors and the Board Committees have the right in connection with their duties and responsibilities to seek independent advice at the company’s expense. Prior written approval of the Chairman is required, but this will not be unreasonably withheld. Where appropriate, directors share such advice with the other directors. 7. Board Committees The Board has a number of standing Board Committees to assist in carrying out its duties and responsibilities as outlined in the Board charter. All members of Board Committees are non-executive directors. The standing Board Committees are: (i) Audit Committee The Audit Committee consists of the following non-executive directors: > J J Kennedy AO CBE DUniv (QUT) FCA FCPA (Chairman) > M D E Kriewaldt BA LLB FAICD The Audit Committee meets as required and on several occasions throughout the year. For attendance details of the Audit Committee, refer to page 28 of the Annual Report. The composition of the Audit Committee is based on the following principles: > The Audit Committee should consist of non-executive directors only > The Audit Committee should maintain a majority of independent directors > The Chairperson must be independent, and not Chairperson of the Board > The Audit Committee should consist of at least three members > The Audit Committee should include members who are financially literate with at least one member who has financial expertise The Audit Committee was established in 1993 and is governed by a charter which outlines the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is regularly reviewed to ensure it remains consistent with the Board’s objectives and responsibilities. The Audit Committee charter has been posted on the company’s website in the Corporate Governance section. The External Auditor, Managing Director, Chief Financial Officer, Company Secretary, Group Commercial Manager and other company executives (as required) attend Audit Committee meetings, by invitation, to present the relevant statutory information, financial statements, reports, and to answer the questions of the Audit Committee members. At the Audit Committee meetings to consider the half and full year financial results, the Audit Committee members will meet with the External Auditor without management present. The main responsibilities of the Audit Committee include: > Review of financial statements and external financial reporting > Assess the management processes > B Thornton KSJ FCA FAICD FAIM FCIS supporting external reporting Corporate Governance Statement 1 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH > Assess whether the external reporting is adequate to meet the information needs for shareholders > Recommendations on the appointment and removal of the External Auditor > Review and monitor the performance and independence of the external audit and reviewed by the Audit Committee as part of the financial reporting process. (ii) Nomination Committee The Nomination Committee consists of the following non-executive directors: > B Thornton KSJ FCA FAICD FAIM FCIS > Review of tax planning and tax (Chairman) compliance systems and processes > Review and monitor risk management and internal compliance and control systems > Assess the performance and objectivity of the internal audit function > Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter The Company Secretary prepares the draft minutes for each Audit Committee meeting, which are tabled at the next Audit Committee meeting for review and approval. The draft minutes are also included in the Board papers of the next Board meeting following the Audit Committee meeting. Performance Evaluation On a regular basis, the Audit Committee conducts an evaluation of the performance of Audit Committee members to determine whether the Committee is functioning effectively by reference to current best practice. The performance evaluation is conducted by the Chairman of the Audit Committee through interviews with individual Committee members, the results of which are reported to the Board. Certification of Financial Reports The Managing Director and Chief Financial Officer state in writing to the Board each reporting period that in their opinion the company’s financial reports present a true and fair view of the company’s financial position and performance, and are in accordance with relevant Accounting Standards. The statements from the Managing Director and Chief Financial Officer are based on a formal sign-off framework established throughout the company > J J Kennedy AO CBE DUniv (QUT) FCA FCPA > M D E Kriewaldt BA LLB FAICD The Nomination Committee meets as required and on several occasions throughout the year. For attendance details of the Nomination Committee, refer to page 28 of the Annual Report. The composition of the Nomination Committee is based on the following principles: > The Nomination Committee should consist of non-executive directors only > The Nomination Committee should maintain a majority of independent directors > The Nomination Committee should consist of a minimum of three members > The Chairperson should be the Chairperson of the Board or another non-executive director The Nomination Committee operates under a charter that details the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is regularly reviewed to ensure it remains consistent with the Board’s objectives and responsibilities. The Nomination Committee charter has been posted on the company’s website in the Corporate Governance section. The main responsibilities of the Committee include: > Assessment of the necessary and desirable competencies of Board members > Review of the Board succession plans > Evaluation of the performance and contributions of Board members > Recommendations for the appointment and removal of directors > Review of the remuneration framework for the non-executive directors > Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter In performing its responsibilities, the Nomination Committee receives appropriate advice from external consultants and other advisers as required. The Company Secretary prepares the draft minutes for each Nomination Committee meeting, which are tabled at the next Nomination Committee meeting for review and approval. The draft minutes are also included in the Board papers of the next Board meeting following the Nomination Committee meeting. Selection and Appointment of Directors The Nomination Committee is responsible for the selection and appointment of directors. In the circumstances where there is a need to appoint a director, whether due to the retirement of a director, growth of the company, or changed circumstances of the company, certain procedures will be followed, including the following: > Determination of the skills and experience appropriate for an appointee, having regard to those of the existing directors and other likely changes to the Board; > Upon identifying a potential appointee, consider the competency and qualifications, independence, other directorships, time availability, and the effect that their appointment would have on the overall balance of the composition of the Board; and > All existing Board members consenting to the proposed appointee. Induction Program The Nomination Committee is responsible for ensuring that an effective induction program for new directors is in place, and regularly reviewed to ensure its effectiveness. The Board has developed a comprehensive induction program for new directors to allow the new 1 Corporate Governance Statement GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT appointees to participate fully and actively in Board decision making. The Board views the induction program as critical in enabling the new directors to gain an understanding of the company and the markets in which it operates. A similar induction program is also available for key executives. Performance Evaluation On an annual basis, the Nomination Committee conducts an evaluation of the performance of Board members to determine whether the Board is functioning effectively by reference to current best practice. The performance evaluation is conducted by the Chairman of the Board through interviews with individual Board members, the results of which are reported to the Board. (iii) Remuneration Committee The Remuneration Committee consists of the following non-executive directors: > M D E Kriewaldt BA LLB FAICD (Chairman) > G J McGrath MIIE > D R Barry FAIM The Remuneration Committee meets as required and on several occasions throughout the year. For attendance details of the Remuneration Committee, refer to page 28 of the Annual Report. The composition of the Remuneration Committee is based on the following principles: > The Remuneration Committee should consist of non-executive directors only > The Remuneration Committee should maintain a majority of independent directors > The Remuneration Committee should consist of a minimum of three members > The Chairperson of the Remuneration Committee should be a non- executive director The Remuneration Committee operates under a charter that details the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is regularly reviewed to ensure it remains consistent with the Board’s objectives and responsibilities. The Remuneration Committee charter has been posted on the company’s website in the Corporate Governance section. The main responsibilities of the Committee include: > Review of the company’s remuneration and incentive policies > Review of executive and senior management remuneration packages > Review of the company’s recruitment, retention and termination policies and procedures > Review of the company’s superannuation arrangements > Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter In performing its responsibilities, the Remuneration Committee receives appropriate advice from external consultants and other advisers as required. The Company Secretary prepares the draft minutes for each Remuneration Committee meeting, which are tabled at the next Remuneration Committee meeting for review and approval. The draft minutes are also included in the Board papers of the next Board meeting following the Remuneration Committee meeting. 8. Code of Conduct The company conducts its business with the highest standards of personal and corporate integrity. To assist employees in achieving this objective, the company has developed a comprehensive Code of Conduct which guides the behaviour of directors, officers and employees and demonstrates the commitment of the company to ethical practices. The Code of Conduct is incorporated as part of new employees’ induction training and an acceptance form is signed by new employees acknowledging their understanding and on-going compliance. The Code of Conduct states the values and policies of the company and complements the company’s risk management and internal control practices. The Code of Conduct is regularly reviewed and updated to ensure that it reflects current best practice, and to promote the ethical behaviour of all employees. The Code of Conduct has been posted on the company’s website in the About GWA section. 9. Share Trading Policy The company has developed a share trading policy which prohibits directors, officers and other “potential insiders” from trading in GWA International Limited shares during designated periods. The designated periods are six weeks immediately prior to the release of the company’s full year results to the Australian Stock Exchange and four weeks immediately prior to the release of the company’s half year results to the Australian Stock Exchange, unless otherwise determined by the directors. Outside of these designated periods, there are no trading restrictions where the directors, officers and other “potential insiders” are not in the possession of unpublished insider information. At all times, if an employee possesses unpublished insider information about the company, that person is prohibited from trading. In addition, employees must not engage in any short-term trading in the company’s shares. As an additional restriction, the directors must advise the Chairman prior to trading outside the designated periods and confirm to the Chairman that they do not possess unpublished insider information. The policy also requires the directors to notify the Company Secretary within three business days after trading, to enable the Company Secretary to lodge the required disclosures with the Australian Stock Exchange. 10. Risk Management and Internal Controls The Board recognises that effective risk management processes help ensure the business is more likely Corporate Governance Statement 19 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH to achieve its business objectives, and that the Board meets its Corporate Governance responsibilities. In meeting its responsibilities, the Board has ensured that management has put in place comprehensive risk management policies and practices across the company which addresses each of the key elements and requirements of AS/NZS Standard 4360: 2004 – Risk Management. Such processes include defining the risk oversight responsibilities of the Board and the responsibilities of management in ensuring risks are both identified and effectively managed. The agreed policies and practices are made effective through the combined activities of: > an Audit Committee that reports to the Board on risk management and internal control matters in accordance with its main responsibilities as outlined in the Audit Committee charter (refer above); > an Executive Risk Committee, comprising the senior management of the company, which has been established to review and monitor the day to day risk activities, and to report to the Audit Committee on such matters; > a Group Commercial Manager who has primary responsibility for designing, implementing and co-ordinating the overall risk management and internal control practices of the company. Whilst reporting to the Chief Financial Officer on a day to day basis, the Group Commercial Manager has the authority to report directly to the Board on any matter; > other managers, such as the Group Compliance Manager, who has specific responsibilities in respect of health, safety and environmental risks; and > internal audit activities, undertaken by a combination of internal and appropriately qualified external resources, based on a Board approved programme of work. Such activities link to the risk management practices of the company by ensuring risks are being adequately identified and managed through the effective and efficient operation of control procedures. The Board aims to continually evaluate and re-assess the risk management and internal control practices of the company to ensure current best practice is maintained, and to preserve and create value within the organisation. In recent years, the Board has reviewed the risk management policies and practices within the company, and the recommendations arising from this review have been implemented. Improvements to the identification, reporting and monitoring of actions in relation to health, safety and environmental risks have also been implemented in order to support management’s objectives in this area. This has included the introduction of risk management software across the company for the recording, escalation and management of such risks. Certification of Risk Management Controls In conjunction with the certification of financial reports (refer above), the Managing Director and Chief Financial Officer state in writing to the Board each reporting period that in their opinion: > the statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and > the company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. The statements from the Managing Director and Chief Financial Officer are based on a formal sign-off framework established throughout the company and reviewed by the Audit Committee as part of the financial reporting process. 11. Remuneration Policies The Board’s objective in setting the company’s remuneration policies is to provide maximum stakeholder benefit from the retention of a high quality Board and executive team. This is achieved by remunerating directors and executives fairly and appropriately based on relevant employment market conditions, and the linking of the Managing Director’s and executives emoluments to the company’s financial and operating performance. The Nomination Committee is responsible for determining the remuneration for the non-executive directors, with the maximum aggregate amount approved by shareholders. The directors receive their remuneration by way of directors’ fees only (including statutory superannuation), and are not able to participate in the Executive Incentive Scheme or the GWA International Employee Share Plan. The Remuneration Committee is responsible for reviewing and determining the remuneration and incentive arrangements for the executives. The Remuneration Committee takes advice from external advisers to assist in determining appropriate remuneration levels. The remuneration and incentive arrangements have been structured to ensure that performance is fairly rewarded and to attract, motivate and retain a high quality executive team. For details of the company’s remuneration policies and disclosures, refer to the Remuneration Report on page 24 of the Annual Report. 12. Employee Share Plan The company has operated an Employee Share Plan since listing in 1993 as part of the remuneration and incentive arrangements for executives and senior management. Full details of the operation of the Employee Share Plan are described in the Remuneration Report on page 26 of the Annual Report. The Employee Share Plan does not provide for the issue of options and no options have been issued by the company. 13. Audit and Auditor Independence The Board recognises the importance of a truly independent audit firm to ensure that the audit function 20 Corporate Governance Statement GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > The Board is committed to the continued development and enhancement of electronic communications to shareholders. This is a developing area for all publicly listed companies and the Board will continue to monitor what is happening in the market place, particularly regarding cost savings, take-up rates and service features. Currently, shareholders are able to register to receive company communications electronically (eg Annual Report), although not all company communications are made available electronically. > The company encourages shareholders to attend the company’s Annual General Meeting to canvass the relevant issues of interest. If shareholders are unable to attend the Annual General Meeting personally, they are encouraged to participate through the appointment of a proxy or proxies. The company endeavours to set the timing and the location of the Annual General Meeting so that it is convenient for shareholders generally. > The attendance at the Annual General Meeting by the External Auditor to answer questions from shareholders about the conduct of the audit and the preparation and content of the Independent Audit Report. Shareholders attending the Annual General Meeting are made aware they can ask questions of the External Auditor concerning the conduct of the audit. delivers, for the benefit of the Board and all other stakeholders, an unbiased confirmation of both the financial statements and the state of affairs of the company. Consistent with the Board’s commitment to an independent audit firm, a policy has been prepared and approved by the Board on the Role of the External Auditor, which is designed to ensure the independence of the external audit function. During each year, the Audit Committee examines the non-audit roles performed by the audit firm and other potential audit service providers to satisfy itself that the auditor’s independence will not be compromised and that alternate providers are available if considered desirable. Whilst the value of the non-audit services could, in extreme cases, compromise audit independence, more important is to ensure that the External Auditor is not passing an audit opinion on the non-audit work of its own firm. At the Annual General Meeting on 28 October 2004, shareholders approved the appointment of KPMG as the company’s External Auditor for the financial year commencing 1 July 2004. This followed a comprehensive tender process for the external audit conducted by the Audit Committee. KPMG replaced Ernst & Young who had been the company’s External Auditor since the 1995 financial year. During the year, KPMG provided an Auditor Independence Declaration to the Board (refer page 28 of the Annual Report) that, to the best of their knowledge and belief, there have been no contraventions of: > the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and > any applicable code of professional conduct in relation to the audit. In considering this declaration, the Board were satisfied with the continuing independence of the audit function. For details of the non-audit roles performed by KPMG during the year, please refer to note 6 of the Financial Statements. Rotation of External Auditor KPMG has advised the company that their policy of audit partner rotation requires a change in the lead engagement partner and review partner after a period of five years. 14. Communication with Shareholders The company is committed to ensuring shareholders and the financial markets are provided with full, open and timely information about its activities. This is achieved by the following: > Complying with the continuous disclosure obligations contained in the ASX Listing Rules and the Corporations Act 2001. The company has for many years included continuous disclosure as a permanent item on the agenda for Board meetings. The Board has approved a Continuous Disclosure Policy to ensure the company complies with the continuous disclosure requirements, and to ensure accountability at the executive and senior management level for that compliance. > Ensuring that all shareholder communications (including Annual Report, Half Year Report and Notice of Annual General Meeting) satisfy relevant statutory requirements and the guidelines of the ASX Corporate Governance Council and other professional bodies. The company is committed to producing shareholder communications in plain English with full and open disclosure about the company’s policies and procedures, operations and performance. > Ensuring that all shareholders have the opportunity to receive externally available information issued by the company. The company has a corporate website at www.gwail. com.au for the purpose of enhancing communication with shareholders and other parties. All company announcements and information released to the market are located on the website and may be accessed by shareholders. There is also a Corporate Governance section on the website which outlines the practices of the company and other company information. Corporate Governance Statement 21 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Your directors present their report on the consolidated entity of GWA International Limited and the entities it controlled (“the company”) during the financial year ended 30 June 2006. > Directors’ Report as at 30 June 200 > Directors > Directors’ Interests The following persons were directors of the company during the financial year and up to the date of this report. Directors were in office this entire period unless otherwise stated. > B Thornton Chairman and Non-Executive Director > J J Kennedy Deputy Chairman and Non-Executive Director > P C Crowley Managing Director > D R Barry Non-Executive Director > R M Anderson Non-Executive Director > M D E Kriewaldt Non-Executive Director > G J McGrath Non-Executive Director Details of the directors’ qualifications, experience and special responsibilities are located on page 14 of the Annual Report. Details of the directorships of other listed companies held by each director in the three years prior to the end of the 2005/06 financial year, and the period for which each directorship has been held, are listed on page 14 of the Annual Report. Company Secretary Mr R J Thornton was appointed Company Secretary of GWA International Limited on 4 July 2003. Details of Mr Thornton’s qualifications and experience are located on page 14 of the Annual Report. At the date of this report, the relevant interest (as defined in the Corporations Act 2001) of the directors in shares of the company were: Director B Thornton J J Kennedy D R Barry R M Anderson M D E Kriewaldt P C Crowley G J McGrath Ordinary Shares Interest (see notes below) Nil 10,000 3,398,961 8,198,000 100,000 500,000 420,458 Note 4 Notes 1 and 4 Notes 2 and 4 Notes 2 and 4 Notes 2 and 4 Notes 3 and 4 Notes 1 and 4 Note 1: Beneficially and legally owned. Note 2: The relevant interest is the power to exercise control over the disposal of the shares and the power to control the right to vote. Note 3: In accordance with a resolution of shareholders at the Annual General Meeting on 30 October 2003, Mr Crowley was issued 500,000 shares on 14 November 2003 under the terms and conditions of the GWA International Employee Share Plan. Note 4: Note 30 to the Financial Statements sets out the number of shares held directly, indirectly or beneficially by directors or their related entities at balance date as prescribed in Accounting Standard AASB 124, this being 57,317,081 shares (last year 49,370,949 shares). > Corporate Structure GWA International Limited is a company limited by shares that is incorporated and domiciled in Australia. GWA International Limited has prepared a consolidated financial report incorporating the entities that it controlled during the financial year ended 30 June 2006, which are outlined in note 28 of the Financial Statements. > Principal Activities The principal activities during the year within the consolidated entity were the research, design, manufacturing, importing, and marketing of household consumer products as well as the distribution of these various products through a range of distribution channels in Australia and overseas. There have been no significant changes in the nature of these activities during the year. > Employees The company employed 2,226 employees as at 30 June 2006 (last year 2,474 employees). The company recognises the productivity benefits to be gained from investing in its employees to improve motivation and individual skills. The company remains committed to ensuring that staff are provided access to appropriate training and development programs. All companies in the consolidated entity are active equal opportunity employers. 22 Directors’ Report GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH The company remains committed to ensuring that staff are provided access to appropriate training and development programs. > Segment Sales and Profit The segment sales and profit of the company for the financial year ended 30 June 2006 were as follows: Business Segment Segment Sales Segment Profit Building fixtures and fittings 523,100 523,850 102,858 105,535 2006 $’000 2005 $’000 2006 $’000 2005 $’000 56,738 40,151 61,608 4,655 5,781 41,408 (12,316) (7,963) 619,989 626,866 95,197 103,353 corporate income tax rate was paid on 3 April 2006 to the holders of fully paid ordinary shares. In respect of the financial year ended 30 June 2006, the directors recommend the payment on 3 October 2006 to the holders of fully paid ordinary shares of a final ordinary dividend of 8.0 cents per share and a special dividend of 3.5 cents per share, fully franked at the 30% corporate income tax rate. (5,944) - > Significant Events after 89,253 103,353 Balance Date Commercial furniture Other Total Reorganisation expenses Profit before interest and tax > Earnings Per Share Basic earnings per share 2006 cents 2005 cents 20.4 23.0 > Review of Operations and > Dividends State of Affairs A review of the operations of the company and the results of those operations for the financial year ended 30 June 2006 is provided in the Managing Director’s Review of Operations which is located on page 4 of the Annual Report. In the opinion of the directors, there were no significant changes in the state of affairs of the company during the financial year, other than that referred to in the Financial Statements or notes thereto. In respect of the financial year ended 30 June 2005, as detailed in the Directors’ Report for that financial year, a final ordinary dividend of 8.0 cents per share and a special dividend of 2.0 cents per share, fully franked at the 30% corporate income tax rate was paid on 3 October 2005 to the holders of fully paid ordinary shares. In respect of the financial year ended 30 June 2006, an interim ordinary dividend of 10.0 cents per share, fully franked at the 30% On 15 August 2006, the directors of GWA International Limited declared a final ordinary dividend of 8.0 cents per share and a special dividend of 3.5 cents per share in respect of the financial year ended 30 June 2006. The dividends will be fully franked at the 30% corporate income tax rate. The total amount of the dividend is $32,005 million (last year $27,830 million). In accordance with Accounting Standards, the dividends have not been provided for in the Financial Statements for the year ended 30 June 2006. There has not been any other matter or circumstance, other than that referred to in the Financial Statements or notes thereto, that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of the company, the results of those operations, or the state of affairs of the company. Directors’ Report 23 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH Where appropriate, an independent review of the company’s compliance with licence conditions is made by external advisors. The company in conjunction with external advisors monitors storage and treatment of hazardous materials within particular operations. Prior to any discharge to sewers, effluent is treated and monitored to ensure strict observance with licence conditions. The directors are not aware of any breaches of the company’s licence conditions during the financial year ended 30 June 2006. > Indemnification and Insurance of Directors and Executives Indemnification The company’s Constitution provides that, to the extent permitted by the law, every current (and former) director or secretary of the company shall be indemnified out of the assets of the company against all costs, expenses and liabilities which results directly or indirectly from facts or circumstances relating to the person serving (or having served) in their capacity as director or secretary of the company, but excluding any liability arising out of conduct involving a lack of good faith or conduct known to the person to be wrongful or any liability to the company or related body corporate. in the management of the company and its controlled entities. > Remuneration Report This report outlines the remuneration arrangements in place for the directors and executives of the company. Remuneration Objectives The performance of the company depends upon the quality of its directors and executives. To maximise the performance of the company’s businesses, the company must attract, motivate and retain a highly skilled director and executive team. This is achieved through a remuneration and incentive framework which has been put in place by the Board, and is guided by the following objectives: > Provide fair and competitive rewards to attract high quality executives > Linking of executive reward to improvement in company performance > Significant proportion of executive remuneration is “at risk”, dependent upon meeting pre-determined performance benchmarks > The establishment of challenging and achievable performance hurdles in relation to variable executive remuneration > An employee share plan which rewards performance and represents a long-term financial commitment to employment with the company Insurance Premiums Remuneration Structure The company has paid premiums in respect of insurance contracts which provide cover against certain liabilities of every current (and former) director and officer of the company and its controlled entities. The contracts of insurance prohibit disclosure of the total amount of the premiums paid, or the nature of the liabilities covered under the policies. Premiums were paid in respect of every current (and former) director and officer of the company and controlled entities, including the directors named on page 14 of the Annual Report, the Chief Financial Officer, the Company Secretary and all persons concerned or taking part The remuneration structure for the non-executive directors is separate and distinct from the remuneration structure for the executives. Non-Executive Directors’ Remuneration Policy The Nomination Committee is responsible for determining the remuneration arrangements for the non-executive directors, with the annual maximum aggregate amount approved by shareholders. At the Annual General Meeting on 28 October 2004, shareholders approved an annual maximum aggregate amount of $1 million (excluding statutory superannuation). > Likely Developments and Expected Results Likely developments and expected results of the operations of the company are provided in the Managing Director’s Review of Operations which is located on page 4 of the Annual Report. In the next financial year, the company will continue to pursue its policies of increasing profitability and market share of all its businesses. Strategies have been formulated which focus on maintaining growth and ensuring that the company generates the best possible returns from its businesses. Further information on likely developments and expected results of the operations of the company have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the company. > Environmental Regulation and Performance The company holds licences issued by Environmental Protection Authorities and Water Authorities that specify limits for discharges to the environment, which arise from the operations of entities that it controls. These licences regulate the management of discharge to air, storm water run-off, removal and transport of waste associated with the manufacturing operations in Australia and the Netherlands. Designated entities comply with the Australian National Pollutant Inventory by reporting on emissions annually. In Victoria, licenced entities develop annual Waste Management Plans, in conjunction with the Victorian Environmental Protection Authority. 2 Directors’ Report GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT The non-executive directors are remunerated by way of directors’ fees only (including statutory superannuation) and are not able to participate in the Executive Incentive Scheme or the GWA International Employee Share Plan (refer below). An additional fee is also paid for each Board Committee on which a director sits. The payment of additional fees for serving on a Committee recognises the additional time commitment required by directors who serve on one or more Committees. In setting the level of non-executive directors fees’ and the manner in which it is to be apportioned amongst the directors, the Nomination Committee takes advice from external advisers to determine market remuneration levels, with the objective of ensuring that the levels fairly represent the responsibilities and time spent by the non-executive directors on company matters. Following shareholder approval of the termination of the Directors’ Retirement Scheme for non-executive directors at the Annual General Meeting on 30 October 2003, retirement benefits are not available for any new non-executive directors of the company, other than statutory superannuation. At the Annual General Meeting on 28 October 2004, shareholders approved the payment of the accrued benefits to the non-executive directors under the former Directors’ Retirement Scheme, when each director requests that payment be made. For details of the emoluments paid to the non-executive directors for the year ended 30 June 2006, refer to the Remuneration Tables on page 27 of the Annual Report. Executives’ Remuneration Policy The Remuneration Committee is responsible for determining and reviewing the remuneration arrangements for the executives. The Remuneration Committee takes advice from external advisers to ensure the appropriateness of the nature and amount of emoluments of such officers, with the overall objective of ensuring maximum stakeholder benefits from the retention of a high quality executive team. The executives’ remuneration consists of the following key elements: > Fixed Remuneration > Variable Remuneration - Short-term Incentive - Medium-term Incentive > Employee Share Plan The fixed remuneration component includes base salary, statutory superannuation, and non-monetary benefits including medical benefits membership, life and disability insurance and the provision of motor vehicles. The variable remuneration component includes a short-term incentive and medium-term incentive under the Executive Incentive Scheme. As a further component of remuneration, employees of the company may be invited to participate in the GWA International Employee Share Plan. Fixed Remuneration The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually by the Remuneration Committee based on external advice for determining market remuneration levels, as well as having regard to company, divisional and individual performance. The fixed remuneration of the five most highly remunerated executives is detailed in the Remuneration Tables on page 27 of the Annual Report. Variable Remuneration To assist in achieving the objective of retaining a high quality executive team, the Remuneration Committee links the nature and amount of the executive emoluments to the company’s financial and operating performance. Executives have the opportunity to qualify for participation in the Executive Incentive Scheme. Under the scheme there are two incentives, one based on yearly performance and one based on discrete three year periods. All performance plan payments are subject to maximum amounts. Executive Incentive Scheme The Executive Incentive Scheme came into effect on 1 July 2001 and its participants include the members of the divisional and corporate executive. There are two incentives including an Operating Performance Incentive and a Strategic Growth Incentive, with the objective of maximising short-term operating performance and medium-term strategic growth. The Operating Performance Incentive operates from divisional operating profit targets for divisional executives, and group earnings before interest and tax targets for corporate executives. Where the yearly profit targets are achieved, participating executives receive an incentive payment, subject to a cap of 30% to 35% of their base salary. The yearly profit targets are set by the Remuneration Committee at the beginning of the year having regard to the major external factors which are expected to impact each division including forecast economic conditions, expected benefits from new products, capital expenditure and other relevant factors. The Remuneration Committee ensures that the profit targets are challenging and achievable, and will assist in focusing divisional and corporate executives on maximising operating performance of the company’s businesses. Directors’ Report 2 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH full upon an employee ceasing employment with the company. The employee bears the risk of share price movements below the issue price. circumstances, and together with the current reorganisation activities, will underpin profitability growth into the future. In accordance with the rules of the plan, the total number of employee shares on issue may not exceed 5% of the total company shares on issue. At 30 June 2006 there are currently 3.08 million shares issued under the GWA International Employee Share Plan, which have an outstanding loan balance of $6.16 million. The plan does not provide for the issue of options and no options have been issued by the company. There are three events which trigger employee share issues, all of which must be approved by the Remuneration Committee, including: > Appointment of new divisional and corporate executives as recommended by the Managing Director The remuneration and incentive framework, which has been put in place by the Board, has ensured that executives are focused on both maximising short-term operating performance and long-term strategic growth. This has contributed to the company generating the shareholder returns as set out in the above table, including a total of 15.5 cents in fully franked special dividends paid to shareholders in the last five financial years. The Board will continue to review and monitor the remuneration and incentive framework to ensure that performance is fairly rewarded and encouraged, and to attract, motivate and retain a high quality executive team. > Achievement of three year targets Termination of Employment by divisional and corporate executives pursuant to the Executive Incentive Scheme (refer above) > The periodic issue to employees who merit additional recognition of their performance and are integral to the future success of the company, as recommended by the Managing Director The GWA International Employee Share Plan is an effective incentive in encouraging and rewarding sustained higher performance from executives and senior management, and represent a long-term financial commitment to their employment with the company. Shareholder Wealth The shareholder wealth table set out on page 27 of the Annual Report provides a summary of key shareholder wealth statistics for the company over the last five years. As can be seen from the table, aside from the year ended 30 June 2006, the company has improved operating performance in each of the years, enabling increased cash dividends to be paid to shareholders. The softening external market conditions and record raw material prices resulted in a reduced level of profitability for the year ended 30 June 2006. This was a commendable result in the The specified executives on page 27 of the Annual Report are on open-ended contracts, except for the Executive Director, Mr Peter Crowley, whose employment contract specifies an initial term of twelve months with subsequent rolling terms of twelve months. The employment contract for Mr Crowley provides that if either the company or Mr Crowley wishes to terminate employment for any reason, three months notice of termination is required, or payment in lieu, based upon current salary levels. On termination by the company, Mr Crowley will be entitled to receive payment of twelve months salary. For the other specified executives, the company is legally required to give reasonable notice of termination, or payment in lieu, based upon current salary levels. Under the Executive Incentive Scheme, no incentive is payable in the event of termination of employment during the incentive period. Any loan to an executive under the GWA International Employee Share Plan, must be repaid in full upon the cessation of employment with the company. The Strategic Growth Incentive rewards progressive growth in underlying divisional profitability and earnings per share over time. The incentive is calculated based on divisional profits for divisional executives, and earnings per share for corporate executives, within discrete three year periods. Where the three year profit and earnings per share targets are achieved, participating executives receive an incentive payment, subject to a cap of 20% to 30% of their base salary. The three year profit and earnings per share targets are set by the Remuneration Committee at the beginning of the three year period having regard to current performance and forecast external factors expected to impact each division, and are also subject to minimum return on investment achievement. The Remuneration Committee ensures that the three year profit and earnings per share targets are challenging and achievable, and will assist in focusing divisional and corporate executives on maximising growth in profitability and return on investment. The total combined payments under the abovementioned two incentives are capped at 50% to 65% of salary for each participating executive. Payments are delivered by way of cash bonus, and are paid when the company’s annual Financial Statements are completed. Employee Share Plan As a further component of remuneration, employees of the company may be invited to participate in the GWA International Employee Share Plan which commenced on the listing of the company in 1993. Under the plan, employees are provided with a non-interest bearing loan from the company to acquire shares in the company at market value. The loan is repaid through dividends, or in 2 Directors’ Report GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > Shareholder Wealth 30 June 2002 30 June 2003 30 June 2004 30 June 2005 30 June 2006 EBIT(1) $m 81.1 92.4 101.0 103.4 EPS cents Total DPS(2) cents Share Price $ 16.8 19.8 22.3 23.0 17.0 18.0 20.5 22.5 21.5 2.35 2.70 2.95 2.92 3.11 95.2(3) 21.6(3) Notes: (1) EBIT for financial years 2002 to 2004 has been calculated in accordance with previous Australian GAAP. EBIT for financial years 2005 and 2006 has been calculated in accordance with Australian equivalents to IFRS (AIFRS). For impact on EBIT of transition to AIFRS, see note 32 to the Financial Statements (2) Includes special dividends (3) Prior to reorganisation costs Remuneration Tables > Emoluments of the Directors of GWA International Limited Incentives Non-Executive Directors B Thornton J J Kennedy D R Barry R M Anderson M D E Kriewaldt G J McGrath Executive Director Salary and Leave Entitlements $ 166,173 137,477 86,814 81,900 98,280 86,814 1 Year Plan $ 3 Year Plan $ Other Benefits $ Super- Termination Payments $ annuation $ - - - - - - - - - - - - 250 250 250 250 250 250 101,640 - 7,813 7,371 8,845 7,813 - - - - - - 268,063 137,727 94,877 89,521 107,375 94,877 P Crowley 917,997 - (190,000) 169,643 36,000 - 933,640 > Emoluments of the Five Most Highly Paid Executives of the Company and the Consolidated Entity Proportion of Emoluments Performance Related % Total $ - - - - - - - Incentives Salary and Leave Entitlements $ 1 Year Plan $ 3 Year Plan $ Other Benefits $ Super- Termination Payments $ annuation $ Proportion of Emoluments Performance Related % Total $ 387,089 - (70,945) 64,838 100,592 - 481,574 447,268 - (70,546) 92,664 - - 469,386 - - 177,333 79,425 (47,505) 64,262 138,475 - 411,990 7.7 281,171 275,764 - - - - 54,088 58,725 - 393,984 70,348 25,485 - 371,597 - - Executives S Wright Group Operations Manager E Harrison Chief Financial Officer G Oliver General Manager, Gainsborough R Watkins General Manager, Rover J Measroch General Manager, Sebel Notes: Incentives The incentive for Mr G Oliver is based on his entitlement under the yearly Executive Incentive Scheme. The incentives for the Executive Director and executives under the three year Executive Incentive Scheme were provided for in the 2004/05 year and written back in the 2005/06 year as the targets are not currently expected to be achieved. Other Benefits Other benefits for the Executive Director and executives include the provision of fringe benefits including motor vehicles, loans under the Employee Share Plan, insurances and applicable fringe benefits tax. Vesting of Incentives The incentive for Mr G Oliver under the yearly Executive Incentive Scheme is fully vested in the 2005/06 year. Directors’ Report 2 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT INNOVATION = FUTURE GROWTH > Directors’ Meetings > Rounding The number of meetings of directors (including meetings of Committees of directors) held during the financial year ended 30 June 2006 and the number of meetings attended by each director were as follows: Directors’ Meetings Audit Remuneration Nomination Meetings of Committees Number of Meetings held: Number of Meetings attended: B Thornton J J Kennedy P C Crowley D R Barry R M Anderson M D E Kriewaldt G J McGrath 11 11 10 11 10 10 11 10 3 3 3 - - - 3 - 2 - - - 2 - 2 2 1 1 1 - - - 1 - Notes: As at the date of this report, the company had an Audit Committee, a Remuneration Committee and a Nomination Committee of the Board of Directors. The charter for each Committee outlines its role and responsibilities, a summary of which is provided in the Corporate Governance Statement on page 15 of the Annual Report. The members of the Audit Committee are: • Mr J J Kennedy (Chairman) • Mr B Thornton • Mr M D E Kriewaldt The members of the Remuneration Committee are: • Mr M D E Kriewaldt (Chairman) • Mr G J McGrath • Mr D R Barry The members of the Nomination Committee are: • Mr B Thornton (Chairman) • Mr J J Kennedy • Mr M D E Kriewaldt Details of the Committee members qualifications and experience are located on page 14 of the Annual Report. > Non-Audit Services Details of the non-audit services provided by the company’s External Auditor, KPMG, during the financial year ended 30 June 2006 are outlined in note 6 of the Financial Statements. Based on advice from the company’s Audit Committee, the directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. > Lead Auditor’s Independence Declaration The Lead Auditor’s Independence Declaration is set out adjacent and forms part of the Directors’ Report for the financial year ended 30 June 2006. The company is of a kind referred to in Class Order 98/100 issued by the Australian Securities Investment Commission relating to the rounding of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, unless otherwise stated. Signed in accordance with a resolution of the directors. B Thornton Chairman P C Crowley Managing Director Brisbane, 15 August 2006 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of GWA International Limited. I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2006 there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Mark Epper Partner Sydney, 15 August 2006 2 Directors’ Report GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Contents Contents Page Number Income Statements .................................................................................................................... 30 Statements of Recognised Income and Expense .......................................................................31 Balance Sheets ........................................................................................................................... 32 Statements of Cash Flows ......................................................................................................... 33 Note 1 2 Signifi cant accounting policies ............................................................................................ 34 Segment reporting ...............................................................................................................41 3 Other income ...................................................................................................................... 43 4 Other expenses .................................................................................................................. 43 5 Personnel expenses ............................................................................................................ 43 6 Auditors’ remuneration ....................................................................................................... 43 7 Net fi nancing costs ............................................................................................................. 43 8 Restructuring expenses ...................................................................................................... 44 9 Income tax expense............................................................................................................ 44 10 Earnings per share .............................................................................................................. 45 11 Cash and cash equivalents .................................................................................................. 45 12 Trade and other receivables ................................................................................................ 45 13 Inventories .......................................................................................................................... 45 14 Current tax assets and liabilities ......................................................................................... 46 15 Deferred tax assets and liabilities ....................................................................................... 46 16 Property, plant and equipment ............................................................................................ 48 17 Intangible assets ................................................................................................................. 49 18 Trade and other payables .................................................................................................... 49 19 Interest-bearing loans and borrowings ................................................................................ 50 20 Employee benefi ts ...............................................................................................................51 21 Provisions .............................................................................................................................51 22 Capital and reserves ........................................................................................................... 52 23 Financial instruments .......................................................................................................... 55 24 Operating leases ..................................................................................................................57 25 Capital and other commitments ......................................................................................... 58 26 Contingencies ..................................................................................................................... 58 27 Deed of cross guarantee..................................................................................................... 58 28 Consolidated entities .......................................................................................................... 60 29 Reconciliation of cash fl ows from operating activities .........................................................61 30 Related parties .................................................................................................................... 62 31 Subsequent events ..............................................................................................................67 32 Explanation of transition to AIFRSs ..................................................................................... 68 33 Changes in accounting policy...............................................................................................74 Directors’ Declaration ......................................................................................................... 75 Independent Audit Report to the members of GWA International Limited..........................76 Financial Statements 29 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Income Statements For the year ended 30 June 2006 Revenue Cost of sales Gross profi t Other income Distribution expenses Administrative expenses Restructuring expenses Other expenses Results from operating activities Financial income Financial expenses Net fi nancing costs Profi t before tax Income tax expense Profi t for the year Basic and diluted earnings per share (cents per share) Dividends per share Ordinary shares (cents per share) Consolidated The Company Note 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2 3 8 4 7 7 9 10 22 619,989 (326,128) 293,861 15,797 (135,818) (61,004) (21,963) (1,620) 626,866 (330,499) 296,367 3,032 (130,845) (63,143) - (2,058) - - - 30,734 - (1) - - - - - 141,256 - (6) - - 89,253 103,353 30,733 141,250 6,096 (17,586) 5,874 (17,011) (11,490) (11,137) 27 - 27 3 - 3 77,763 (20,911) 92,216 (28,328) 30,760 624 141,253 12 56,852 63,888 31,384 141,265 20.4 23.0 20.0 23.0 The income statements are to be read in conjunction with the notes of the fi nancial statements set out on pages 34 to 74. 30 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Statements of Recognised Income and Expense For the year ended 30 June 2006 Foreign exchange translation differences Net gains/(losses) on hedge of net investment in foreign subsidiary Cash fl ow hedges: Gains taken to equity Net income recognised directly in equity Profi t for the year Consolidated The Company Note 2006 $’000 2005 $’000 2006 $’000 2005 $’000 688 (2,183) - 100 385 1,073 56,852 - (2,083) 63,888 - - - - - - - 31,384 - 141,265 Total recognised income and expense for the period Effects of change in accounting policy- fi nancial instruments 22 33 57,925 61,805 31,384 141,265 157 - - - Other movements in equity arising from transactions with owners as owners are set out in note 22. The statements of recognised income and expense are to be read in conjunction with the notes to the fi nancial statements set out on pages 34 to 74. Financial Statements 31 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Balance Sheets As at 30 June 2006 Assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Other Total current assets Receivables Deferred tax assets Investment in subsidiaries Property, plant and equipment Intangible assets Other Total non-current assets Total assets Liabilities Trade and other payables Employee benefi ts Income tax payable Provisions Total current liabilities Interest-bearing loans and borrowings Deferred tax liabilities Payables Employee benefi ts Provisions Consolidated The Company Note 2006 $’000 2005 $’000 2006 $’000 2005 $’000 11 12 13 14 12 15 28 16 17 18 20 14 21 19 15 18 20 21 156,498 67,853 95,342 2,512 4,399 134,854 69,221 97,491 30 5,750 326,604 307,346 3,676 26,496 - 117,839 343,786 2,333 5,142 26,565 - 133,918 342,031 3,018 - 518 - 2,512 413 3,443 512,482 - 325,646 - - 1,771 - 900 - - - 900 489,938 - 325,646 - - - 494,130 510,674 839,899 815,584 820,734 818,020 843,342 816,484 48,664 17,451 258 19,586 51,889 17,612 6,311 13,263 85,959 89,075 297,498 1,462 - 12,503 11,344 296,560 875 - 11,600 10,364 54 - - - 54 - - 458,018 - - 48 - 6,311 - 6,359 - - 400,579 - - Total non-current liabilities 322,807 319,399 458,018 400,579 Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity 408,766 408,474 458,072 406,938 411,968 409,546 385,270 409,546 346,853 (853) 65,968 346,853 (2,083) 64,776 346,853 - 38,417 346,853 - 62,693 22 411,968 409,546 385,270 409,546 The balance sheets are to be read in conjunction with the notes to the fi nancial statements set out on pages 34 to 74. 32 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Statements of Cash Flows For the year ended 30 June 2006 Cash fl ows from operating activities Cash receipts from customers Dividends and trust distributions received Cash paid to suppliers and employees Cash generated from operations Interest paid Interest received Income taxes paid Consolidated The Company Note 2006 $’000 2005 $’000 2006 $’000 2005 $’000 683,805 - (585,571) 98,234 (14,717) 5,540 (29,019) 705,099 - (574,942) 130,157 (20,960) 5,748 (31,178) - 13,142 (1) 13,141 - 27 (27,927) - 141,256 (6) 141,250 - 3 (29,957) Net cash from operating activities 29 60,038 83,767 (14,759) 111,296 Cash fl ows from investing activities Proceeds from sale of property, plant and equipment Acquisition of property, plant and equipment Acquisition of intangibles Net cash from investing activities Cash fl ows from fi nancing activities Issue of employee share loans Repayment of employee share loans Repayment of loans by controlled entities Repayment of loans from controlled entities Issue of loans to other parties Repayment of loans by other parties Dividends paid 46,422 (30,228) (738) 2,294 (19,420) (1,911) 15,456 (19,037) - 1,792 - - (7) 284 (55,660) (5,627) 1,524 - - - 54 (64,010) - - - - - - - - - 1,792 68,621 - - - (55,660) (5,627) 1,524 - (43,179) - - (64,010) Net cash from fi nancing activities (53,591) (68,059) 14,753 (111,292) Net increase in cash and cash equivalents Cash and cash equivalents at 1 July Effect of exchange rate fl uctuations on cash held 21,903 134,854 (259) (3,329) 138,352 (169) Cash and cash equivalents at 30 June 11 156,498 134,854 (6) (48) - (54) 4 (52) - (48) The statements of cash fl ows are to be read in conjunction with the notes to the fi nancial statements set out on pages 34 to 74. Financial Statements 33 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 1. Signifi cant accounting policies GWA International Limited (the ‘company’) is a company domiciled in Australia. The consolidated fi nancial report of the company for the fi nancial year ended 30 June 2006 comprises the company and its subsidiaries (together referred to as the ‘consolidated entity’). The fi nancial report was authorised for issue by the directors on 15 August 2006. (a) Statement of compliance The fi nancial report is a general purpose fi nancial report which has been prepared in accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. International Financial Reporting Standards (‘IFRSs’) form the basis of Australian Accounting Standards (‘AASBs’) adopted by the AASB, and for the purpose of this report are called Australian equivalents to IFRS (‘AIFRS’) to distinguish from previous Australian GAAP. This is the consolidated entity’s fi rst fi nancial report prepared in accordance with Australian Accounting Standards, being AIFRS and IFRS, and AASB 1 First-Time Adoption of Australian Equivalents to International Financial Reporting Standards has been applied. An explanation of how the transition to AIFRS has affected the reported fi nancial position, fi nancial performance and cash fl ows of the consolidated entity and the company is provided in note 32. (b) Basis of preparation The fi nancial report is presented in Australian dollars. The entity has elected not to early adopt any accounting standards or amendments. Issued standards not early adopted Various standards and amendments were available for early adoption but have not been applied by the consolidated entity in these fi nancial statements as they will not impact the results of the company or consolidated entity in future fi nancial periods. The fi nancial report is prepared on the historical cost basis except that derivative fi nancial instruments are stated at their fair value. The company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 (updated by CO 05/641 effective 28 July 2005 and CO 06/51 effective 31 January 2006) and in accordance with that Class Order, amounts in the fi nancial report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. The preparation of a fi nancial report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the consolidated entity. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The accounting policies set out below have been applied consistently to all periods presented in the consolidated fi nancial report and in preparing an opening AIFRS balance sheet at 1 July 2004 for the purposes of the transition to Australian Accounting Standards – AIFRS. The accounting policies have been applied consistently by all entities in the consolidated entity. (c) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the company. Control exists when the company has the power, directly or indirectly, to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The fi nancial statements of subsidiaries are included in the consolidated fi nancial statements from the date that control commences until the date that control ceases. Investments in subsidiaries are carried at their cost of acquisition in the company’s fi nancial statements. 34 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements (e) Derivative fi nancial instruments Current accounting policy The consolidated entity uses derivative fi nancial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operating, fi nancing and investing activities. In accordance with its treasury policy, the consolidated entity does not hold or issue derivative fi nancial instruments for trading purposes. Derivative fi nancial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative fi nancial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognised in profi t or loss, unless the derivative qualifi es for hedge accounting, in which case the recognition of any resultant gain or loss depends on the nature of the item being hedged (see accounting policy (f)). The fair value of interest rate swaps is the estimated amount that the consolidated entity would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties. The fair value of forward exchange contracts is their quoted market price at the balance sheet date, being the present value of the quoted forward price. Comparative period policy The consolidated entity is exposed to changes in interest rates, foreign exchange rates and commodity prices from its activities. The consolidated entity uses the following derivative fi nancial instruments to hedge these risks: interest rate swaps and forward foreign exchange contracts. Derivative fi nancial instruments are not held for speculative purposes. The quantitative effect of the change in accounting policy is set out in note 33. 1. Signifi cant accounting policies (continued) (c) Basis of consolidation (continued) (ii) Transactions eliminated on consolidation Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated fi nancial statements. (d) Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined. (ii) Financial statements of foreign operations The assets and liabilities of foreign operations including goodwill and fair value adjustments arising on consolidation are translated to Australian dollars at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Australian dollars at rates approximating to the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity. (iii) Net investment in foreign operations Exchange differences arising from the translation of the net investment in foreign operations, and of related hedges are taken to the translation reserve. They are released into the income statement upon disposal. In respect of all foreign operations, any differences that arose before 1 July 2004, the date of transition to AIFRS, were deemed to be zero in accordance with the exemption available under AASB 1. All differences arising after 1 July 2004 are presented as a separate component of equity. Financial Statements 35 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 1. Signifi cant accounting policies (continued) (f) Hedging Current accounting policy On entering into a hedging relationship, the consolidated entity formally designates and documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. The documentation includes identifi cation of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash fl ows attributable to the hedged risk. Such hedges are expected to be highly or fully effective in achieving offsetting changes in fair value or cash fl ows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the fi nancial reporting periods for which they are designated. (i) Cash fl ow hedges Where a derivative fi nancial instrument is designated as a hedge of the variability in cash fl ows of a recognised asset or liability, or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative fi nancial instrument is recognised directly in equity. When the forecasted transaction subsequently results in the recognition of a non-fi nancial asset or non-fi nancial liability, or the forecast transaction for a non-fi nancial asset or non- fi nancial liability becomes a fi rm commitment for which fair value hedge accounting is applied, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-fi nancial asset or liability. If a hedge of a forecasted transaction subsequently results in the recognition of a fi nancial asset or a fi nancial liability, the associated gains and losses that were recognised directly in equity are reclassifi ed into profi t or loss in the same period or periods during which the asset acquired or liability assumed affects profi t or loss. For cash fl ow hedges, other than those described above, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profi t or loss. The ineffective part of any gain or loss is recognised immediately in the income statement. When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship, but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the income statement. (ii) Hedge of monetary assets and liabilities Where a derivative fi nancial instrument is used to hedge economically the foreign exchange exposure of a recognised monetary asset or liability, no hedge accounting is applied and any gain or loss on the hedging instrument is recognised in the income statement. (iii) Hedge of net investment in foreign operation The portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation that is determined to be an effective hedge is recognised directly in equity. The ineffective portion is recognised immediately in the income statement. Comparative period policy Foreign currency transactions are initially translated into Australian currency at the rate of exchange at the date of the transaction. At balance date amounts payable and receivable in foreign currencies are translated to Australian currency at rates of exchange current at that date. Resulting exchange differences are taken directly to equity where the amount is part of a net investment in a self-sustaining foreign operation. (g) Property, plant and equipment Items of property, plant and equipment are stated at cost less accumulated depreciation (see accounting policy g(ii)) and impairment losses (see accounting policy (l)). The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. 36 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 1. Signifi cant accounting policies (continued) (g) Property, plant and equipment (continued) (i) Subsequent costs The consolidated entity recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefi ts embodied within the item will fl ow to the consolidated entity and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred. (ii) Depreciation With the exception of freehold land, depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives in the current and comparative periods are as follows: (iii) Other intangible assets Other intangible assets that are acquired by the consolidated entity are stated at cost less accumulated amortisation (see below) and impairment losses (see accounting policy (l)). (iv) Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefi ts embodied in the specifi c asset to which it relates. All other expenditure is expensed as incurred. (v) Amortisation Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefi nite. Intangible assets with an indefi nite useful life are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives in the current and comparative periods are as follows: • capitalised software development costs 5 years • buildings • plant and equipment • fi xtures and fi ttings 40 years 3-10 years 7-15 years (i) Trade and other receivables Trade and other receivables are stated at their amortised cost less impairment losses (see accounting policy (l)). The residual value, the useful life and the deprecation method applied to an asset are reassessed annually. (j) Inventories (h) Intangible assets (i) Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientifi c or technical knowledge and understanding, is recognised in the income statement as an expense as incurred. Expenditure on development activities, whereby research fi ndings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised if the product or process is technically and commercially feasible and the consolidated entity has suffi cient resources to complete development. Capitalised development expenditure is stated at cost less accumulated amortisation (see accounting policy h(v)) and impairment losses (see accounting policy (l)). (ii) Brand names Expenditure incurred in developing, maintaining or enhancing brand names is written-off against profi t from ordinary activities in the year in which it is incurred. The brand names are not amortised as the directors believe that the brand names have an indefi nite useful life. The carrying value of these brand names is reviewed each year to ensure that no impairment exists. Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on the fi rst-in fi rst-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. (k) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity date of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the consolidated entity’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash fl ows. Financial Statements 37 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 1. Signifi cant accounting policies (continued) (l) Impairment The carrying amounts of the consolidated entity’s assets, other than inventories (see accounting policy (j)) and deferred tax assets (see accounting policy (t)), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For intangible assets that have an indefi nite useful life, the recoverable amount is estimated at each balance sheet date. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profi t or loss. Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Indefi nite-lived intangible assets were tested for impairment at 1 July 2004, the date of transition to AIFRSs. An impairment loss of $14,558,000 was recognised as a decrease to retained earnings on transition to AIFRS in relation to the Stylus brand name. (i) Calculation of recoverable amount The recoverable amount of the consolidated entity’s receivables carried at amortised cost is calculated as the present value of estimated future cash fl ows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these fi nancial assets). Receivables with a short duration are not discounted. Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Signifi cant receivables are individually assessed for impairment. Impairment testing of signifi cant receivables that are not assessed as impaired individually is performed by placing them into portfolios of signifi cant receivables with similar risk profi les and undertaking a collective assessment of impairment. Non-signifi cant receivables are not individually assessed. Instead, impairment testing is performed by placing non-signifi cant receivables in portfolios of similar risk profi les, based on objective evidence from historical experience adjusted for any effects of conditions existing at each balance sheet date. The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. For an asset that does not generate largely independent cash infl ows, the recoverable amount is determined for the cash- generating unit to which the asset belongs. (ii) Reversals of impairment Impairment losses are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount. An impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. 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. (m) Share capital (i) Dividends Dividends are recognised as a liability in the period in which they are declared. (ii) Transaction costs Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefi t. (n) Interest-bearing borrowings Current accounting policy Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis. Comparative period policy Bank loans are recognised at their principal amount. Interest is recognised as an expense as it accrues. 38 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 1. Signifi cant accounting policies (continued) (o) Employee benefi ts (i) Defi ned contribution superannuation funds Obligations for contributions to defi ned contribution superannuation funds are recognised as an expense in the income statement as incurred. (ii) Long-term service benefi ts The consolidated entity’s net obligation in respect of long- term service benefi ts is the amount of future benefi t that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted to present value. (iii) Wages, salaries, annual leave, sick leave and non-monetary benefi ts Liabilities for employee benefi ts for wages, salaries, annual leave and sick leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date, are calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating non-monetary benefi ts, such as medical care, housing, cars and free or subsidised goods and services, are expensed based on the net marginal cost to the consolidated entity as the benefi ts are taken by the employees. (iii) Site restoration A provision for restoration and dismantling in respect of leased premises is recognised when the obligation to restore or dismantle arises. The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation and the asset dismantling costs at the reporting date. Future restoration and dismantling costs are reviewed annually and any changes are refl ected in the present value of the provision at the end of the reporting period. The amount of the provision for future restoration and dismantling costs is capitalised and is depreciated in accordance with the policy set out in note (g). The unwinding of the effect of discounting on the provision is recognised as a fi nance cost. (q) Trade and other payables Trade and other payables are stated at their amortised cost. (r) Revenue Goods sold Revenue from the sale of goods is recognised in the income statement when the signifi cant risks and rewards of ownership have been transferred to the buyer. (s) Expenses (i) Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the lease term. (p) Provisions (ii) Net fi nancing costs Net fi nancing costs comprise interest payable on borrowings calculated using the effective interest method, interest receivable on funds invested and gains and losses on hedging instruments that are recognised in the income statement (see accounting policy (f)). Borrowing costs are expensed as incurred and included in net fi nancing costs. Interest income is recognised in the income statement as it accrues, using the effective interest method. A provision is recognised in the balance sheet when the consolidated entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outfl ow of economic benefi ts will be required to settle the obligation. Provisions are determined by discounting the expected future cash fl ows at a pre-tax rate that refl ects current market assessments of the time value of money and, where appropriate, the risks specifi c to the liability. (i) Warranties A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities. (ii) Restructuring A provision for restructuring is recognised when the consolidated entity has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for. Financial Statements 39 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 1. Signifi cant accounting policies (continued) (t) Income tax Income tax on the profi t or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profi t and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profi ts will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefi t will be realised. Tax consolidation The company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is GWA International Limited. Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate fi nancial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach by reference to the carrying amounts of assets and liabilities in the separate fi nancial statements of each entity and the tax values applying under tax consolidation. Any current tax liabilities (or assets) are assumed by the head entity in the tax-consolidated group and are recognised as amounts payable (receivable) to (from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised by the company as an equity contribution or distribution. Nature of tax funding arrangements and tax sharing arrangements The members of the tax-consolidated group have entered into a tax funding arrangement and a tax sharing agreement with the head entity. Under the terms of the tax funding arrangement GWA International Limited and each of the entities in the tax consolidated group recognise inter-entity receivables (payables) equal in amount to the tax liability (asset) assumed by the head entity. (u) Segment reporting A segment is a distinguishable component of the consolidated entity that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. 40 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 1. Signifi cant accounting policies (continued) (v) Goods and services tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet. Cash fl ows are included in the statement of cash fl ows on a gross basis. The GST components of cash fl ows arising from investing and fi nancing activities which are recoverable from, or payable to, the ATO are classifi ed as operating cash fl ows. (w) Accounting estimates and judgements Management discussed with the Audit Committee the development, selection and disclosure of the consolidated entity’s critical accounting policies and estimates and the application of these policies and estimates. The estimates and judgements that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below. Impairment of intangibles with indefi nite useful lives The consolidated entity assesses whether intangibles with indefi nite useful lives are impaired at least annually in accordance with the accounting policy (refer accounting policy (l)). These calculations involve an estimation of the recoverable amount of the cash-generating units to which the intangibles with indefi nite useful lives are allocated. 2. Segment reporting Segment information is presented in respect of the consolidated entity’s business and geographical segments. The primary format, business segments, is based on the consolidated entity’s management and internal reporting structure. Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly the mower business, interest-bearing loans, borrowings and expenses, and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. Business segments The consolidated entity comprises the following main business segments: • Building fi xtures and fi ttings Sanitaryware Building hardware products Baths and spas Household accessories, sinks and tapware Hot water products • Commercial furniture Education products Hospitality products Stadia seating • Unallocated Domestic and ride-on mowers Corporate administration Geographical segments The business segments are managed on a worldwide basis, but operate mainly in one geographical area being Australia. Sales offi ces are operated in New Zealand, Asia, United States and Europe, however the sales revenue from these geographical areas comprise only 15% of the consolidated entity’s total sales revenue and are individually less than 10%. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets. Financial Statements 41 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements Building fi xtures and fi ttings* Commercial furniture* Unallocated* Eliminations Consolidated* 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2. Segment reporting (continued) Business segments Revenue: External sales Inter-segment sales 523,100 523,850 - - 56,738 2,810 61,608 1,947 40,151 - 41,408 - - (2,810) - 619,989 626,866 - - (1,947) Total sales revenue 523,100 523,850 59,548 63,555 40,151 41,408 (2,810) (1,947) 619,989 626,866 Segment result 102,858 105,535 4,655 5,781 (12,316) (7,963) Restructuring income/(expenses) Segment result after restructuring expenses Net fi nancing costs Income tax expense Profi t for the period (12,228) - 6,284 - - - 90,630 105,535 10,939 5,781 (12,316) (7,963) Segment assets 570,143 567,530 36,941 52,738 213,650 197,752 Segment liabilities 92,655 82,196 8,316 6,663 307,795 319,615 Depreciation Amortisation Capital expenditure Impairment losses 17,023 276 28,121 1,206 21,632 - 17,636 - 3,418 - 1,024 1,610 3,412 - 1,241 - 1,488 215 1,083 - 1,452 218 1,681 - * All segments are continuing operations - - - - - - - - - - - 95,197 103,353 (5,944) - - 89,253 103,353 (11,490) (20,911) (11,137) (28,328) 56,852 63,888 - 820,734 818,020 - 408,766 408,474 - - - - 21,929 491 30,228 2,816 26,496 218 20,558 - Geographical segments External sales revenue Segment assets Capital expenditure * All segments are continuing operations Australia* Unallocated* Consolidated* 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2006 $’000 2005 $’000 521,265 532,369 95,724 94,497 619,989 626,866 760,329 762,474 60,405 55,546 820,734 818,020 28,437 19,468 1,791 1,090 30,228 20,558 42 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 3. Other income Foreign currency gains – realised Foreign currency gains – unrealised Net gain on disposal of property, plant and equipment Impairment reversals Dividends received from controlled companies Distributions received from controlled trusts Other 4. Other expenses Foreign currency losses – realised Foreign currency losses – unrealised Net loss on disposal of property, plant and equipment 5. Personnel expenses Wages and salaries – including annual leave, long service leave and on-costs 6. Auditors’ remuneration Audit services Auditors of the company KPMG Australia: Audit and review of fi nancial reports Other regulatory audit services Overseas KPMG Firms: Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 116 551 14,471 - - - 659 15,797 432 1,188 - 1,620 313 1,835 - - - - 884 3,032 549 559 950 2,058 138,251 137,074 $ $ - - - 17,592 - 13,142 - - - - - 139,300 1,956 - 30,734 141,256 - - - - - $ - - - - - $ 260,000 36,329 260,000 20,700 10,000 - 10,000 - Audit and review of fi nancial reports 62,559 48,163 - - 358,888 328,863 10,000 10,000 Other services Auditors of the company KPMG Australia Due diligence services Other 7. Net fi nancing costs Interest income Interest expense Net fi nancing costs/(income) 101,500 27,500 - 51,367 129,000 51,367 - - - - - - $’000 $’000 $’000 $’000 (6,096) 17,586 (5,874) 17,011 11,490 11,137 (27) - (27) (3) - (3) Financial Statements 43 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 8. Restructuring expenses Restructuring expenses Gains on property sales (included in other income) Net expense before tax Tax benefi t Net restructuring expense after tax 9. Income tax expense Recognised in the income statement Current tax expense Current year Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences Benefi t of tax losses recognised Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 21,963 (16,019) 5,944 (2,717) 3,227 - - - - - 21,898 (1,411) 29,596 (585) 20,487 29,011 434 (10) 424 (556) (127) (683) - - - - - 8 (632) (624) - - - - - - - - 608 (620) (12) - - - Total income tax expense/(benefi t) in income statement 20,911 28,328 (624) (12) Numerical reconciliation between tax expense and pre-tax net profi t Profi t before tax 77,763 92,216 30,760 141,253 Income tax using the domestic corporation tax rate of 30% (2005: 30%) Increase in income tax expense due to: Non-deductible building depreciation Non-deductible expenses Effect of tax rate in foreign jurisdictions Decrease in income tax expense due to: Effect of tax losses recognised Non-assessable income Non-assessable capital profi ts Rebateable research and development Impairment reversals Rebateable trust distributions Rebateable dividends Under/(over) provided in prior years Income tax expense/(benefi t) on pre-tax net profi t Deferred tax recognised directly in equity 23,329 27,665 9,228 42,376 76 381 156 (10) (576) (934) (100) - - - 382 898 95 (127) - - - - - - 22,322 (1,411) 28,913 (585) 20,911 28,328 - - - - - - - (5,278) (3,942) - 8 (632) (624) - 22 - - - - - - - (41,790) 608 (620) (12) Relating to the recognition of the fair value of hedge derivatives 232 - - - 44 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 10. Earnings per share Basic and diluted earnings per share Cents per share Profi t attributable to ordinary shareholders Profi t for the period Consolidated 2006 2005 20.4 23.0 $’000 $’000 56,852 63,888 In thousands of shares In thousands of shares Weighted average number of ordinary shares Issued ordinary shares at 1 July 278,303 278,303 Weighted average number of ordinary shares at 30 June 278,303 278,303 Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 11. Cash and cash equivalents Bank balances Call deposits 93,011 63,487 51,011 83,843 Cash and cash equivalents in the statement of cash fl ows 156,498 134,854 12. Trade and other receivables Current Trade receivables Provision for impairment Fair value derivatives Other Non-current Receivables due from controlled entities Provision for impairment Other 13. Inventories Raw materials and consumables Work in progress Finished goods - - - - - - 518 518 - - - - - - 900 900 65,407 (1,126) 920 2,652 57,927 (1,394) - 12,688 67,853 69,221 - - 3,676 3,676 - - 5,142 5,142 509,021 - 3,461 507,530 (17,592) - 512,482 489,938 19,930 8,396 67,016 21,807 10,702 64,982 95,342 97,491 - - - - - - - - Financial Statements 45 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 14. Current tax assets and liabilities The current tax asset for the consolidated entity of $2,512,000 (2005: $30,000) and for the company of $2,512,000 (2005: $nil) represents the amount of income taxes recoverable in respect of prior periods and that arise from the payment of tax in excess of the amounts due to the relevant tax authority. The current tax liability for the consolidated entity of $258,000 (2005: $6,311,000) and for the company of $nil (2005: $6,311,000) represents the amount of income taxes payable in respect of current and prior fi nancial periods. In accordance with the tax consolidation legislation, the company as the head entity of the Australian tax-consolidated group has assumed the current tax asset/(liability) initially recognised by the members in the tax-consolidated group. Assets Liabilities Net 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2006 $’000 2005 $’000 15. Deferred tax assets and liabilities Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Consolidated Property, plant and equipment Intangible assets Inventories Employee benefi ts Provisions Other items Tax value of loss carry-forwards recognised Tax assets/(liabilities) Set off of tax Net tax assets/(liabilities) 444 - 5,001 8,987 10,747 1,180 137 535 65 5,641 9,005 9,857 1,335 127 (438) (95) - - (119) (810) - (302) - - - 6 (95) 5,001 8,987 (7) 10,628 370 137 (566) - 233 65 5,641 9,005 9,850 769 127 26,496 - 26,565 - (1,462) - (875) 25,034 - - 25,690 - 26,496 26,565 (1,462) (875) 25,034 25,690 Consolidated The Company 2006 $’000 (net) 2005 $’000 (net) 2006 $’000 (net) 2005 $’000 (net) Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: Tax losses 2,160 2,123 - - The deductible tax losses accumulated at balance date do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profi t will be available against which to offset the tax benefi t of these losses. 46 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 15. Deferred tax assets and liabilities (continued) Consolidated The Company Balance Recognised Recognised in income 1July 04 $’000 $’000 Balance in equity 30 June 05 $’000 $’000 Balance Recognised Recognised in income 1 July 04 $’000 $’000 Balance in equity 30 June 05 $’000 $’000 Movement in temporary differences during the year Property, plant and equipment Intangible assets Inventories Employee benefi ts Provisions Other items Tax value of loss carry-forwards recognised Property, plant and equipment Intangible assets Inventories Employee benefi ts Provisions Other items Tax value of loss carry-forwards recognised (10) - 5,355 8,701 10,377 584 - 25,007 243 65 286 304 (527) 185 127 683 - - - - - - - - 233 65 5,641 9,005 9,850 769 127 25,690 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Balance Recognised Recognised in income 1July 05 $’000 $’000 Balance in equity 30 June 06 $’000 $’000 Balance Recognised Recognised in income 1 July 05 $’000 $’000 Balance in equity 30 June 06 $’000 $’000 233 65 5,641 9,005 9,850 769 (227) (160) (640) (18) 778 (167) - - - - - (232) 6 (95) 5,001 8,987 10,628 370 127 10 - 137 25,690 (424) (232) 25,034 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Financial Statements 47 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements Consolidated The Company Land Plant and Land Plant and and buildings $’000 equip- Motor Work in ment vehicles progress $’000 $’000 $’000 and Total buildings $’000 $’000 equip- Motor Work in ment vehicles progress $’000 $’000 $’000 Total $’000 16. Property, plant and equipment Cost Balance at 1 July 2004 Acquisitions Disposals Effect of movements in foreign exchange 71,088 220,935 13,337 (15,104) 414 (11,999) 14,070 4,280 (4,170) 6,905 312,998 20,558 2,527 (31,273) - (748) (2,961) 58 (15) (3,666) Balance at 30 June 2005 58,755 216,207 14,238 9,417 298,617 Balance at 1 July 2005 Acquisitions Disposals Effect of movements in foreign exchange 58,755 216,207 7,085 14,415 (17,179) (18,469) 14,238 2,463 (2,603) 9,417 298,617 30,228 6,265 (38,251) - 287 2,066 (54) 25 2,324 Balance at 30 June 2006 54,988 208,179 14,044 15,707 292,918 Depreciation and impairment losses Balance at 1 July 2004 Depreciation charge for the year Disposals Effect of movements in foreign exchange (8,583) (146,236) (4,460) - (159,279) (1,145) 1,203 (22,668) 14,255 (2,683) 2,321 653 2,638 6 - - - (26,496) 17,779 3,297 Balance at 30 June 2005 (7,872) (152,011) (4,816) - (164,699) Balance at 1 July 2005 Depreciation charge for the year Disposals Impairment losses Effect of movements in foreign exchange (7,872) (152,011) (4,816) - (164,699) (961) 2,449 - (18,317) 12,386 (2,816) (2,651) 1,555 - (222) (1,788) (15) - - - - (21,929) 16,390 (2,816) (2,025) Balance at 30 June 2006 (6,606) (162,546) (5,927) - (175,079) Carrying amounts At 1 July 2004 62,505 74,699 9,610 6,905 153,719 At 30 June 2005 50,883 64,196 9,422 9,417 133,918 At 1 July 2005 50,883 64,196 9,422 9,417 133,918 At 30 June 2006 48,382 45,633 8,117 15,707 117,839 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Impairment losses During the 2006 fi nancial year decisions were made to close certain operating sites. The consolidated entity assessed the recoverable amount of plant and equipment at these sites. Based on this assessment, the carrying amount of this plant and equipment was written down by $2,816,000. 48 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements Consolidated The Company Soft- ware $’000 Brand names $’000 Total $’000 Soft- ware $’000 Brand names $’000 Total $’000 17. Intangible assets Cost Balance at 1 July 2004 Acquisitions Effect of movements in foreign exchange Balance at 30 June 2005 Balance at 1 July 2005 Acquisitions Effect of movements in foreign exchange - 342,394 342,394 1,911 - (2,056) (2,056) 1,911 - 1,911 340,338 342,249 1,911 340,338 342,249 738 1,508 - 1,508 738 - Balance at 30 June 2006 2,649 341,846 344,495 Amortisation and impairment losses Balance at 1 July 2004 Amortisation for the year Balance at 30 June 2005 Balance at 1 July 2005 Amortisation for the year Balance at 30 June 2006 Carrying amounts At 1 July 2004 At 30 June 2005 At 1 July 2005 At 30 June 2006 - (218) (218) (218) (491) (709) - - - - - - - (218) (218) (218) (491) (709) - 342,394 342,394 1,693 340,338 342,031 1,693 340,338 342,031 1,940 341,846 343,786 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - In relation to the indefi nite life brand names, the recoverable amounts are based on value in use calculations. Those calculations use cash fl ow projections based on actual operating results and the three-year budget forecast.Management used a growth rate of 2.5% in determining these forecasts. Pre-tax discount rates ranging between 11.0% and 17.5% have been used in discounting the projected cash fl ows depending on the industry. 18. Trade and other payables Current Trade payables and accrued expenses Fair value derivatives Non-trade payables and accrued expenses Non-current Payables to controlled entities Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 42,363 146 6,155 47,972 - 3,917 48,664 51,889 54 - - 54 48 - - 48 - - 458,018 400,579 Financial Statements 49 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 19. Interest-bearing loans and borrowings This note provides information about the contractual terms of the consolidated entity’s interest-bearing loans and borrowings. For more information about the consolidated entity’s exposure to interest rate and foreign currency risk, see note 23. Non-current liabilities Unsecured bank loans Financing facilities Bank overdraft Standby letters of credit Unsecured bank facility Facilities utilised at reporting date Bank overdraft Standby letters of credit Unsecured bank facility Facilities not utilised at reporting date Bank overdraft Standby letters of credit Unsecured bank facility Financing arrangements Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 297,498 296,560 6,370 27,320 312,498 6,413 26,797 311,560 346,188 344,770 - 6,967 297,498 - 2,273 296,560 304,465 298,833 6,370 20,353 15,000 6,413 24,524 15,000 41,723 45,937 - - - - - - - - - - - - - - - - - - - - - - - - - - GWA International Limited, GWA Finance Pty Limited, a wholly owned controlled entity of GWA International Limited, and each other controlled entity of GWA International Limited, have entered into a Master Financing Agreement with a number of banks. This document provides for the following: (i) GWA Finance Pty Limited and certain other operating controlled entities of GWA International Limited to borrow and enter into certain risk and hedging facilities; (ii) Individual banks to provide facilities direct to GWA Finance Pty Limited and certain other operating controlled entities of GWA International Limited by joining the Master Financing Agreement and being bound by the common covenants and conditions contained therein. Bank overdraft The bank overdraft facility available to the consolidated entity is unsecured. Interest on the bank overdraft facility is charged at prevailing market rates. No drawdowns against this facility had been made as at 30 June 2006. 50 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 19. Interest-bearing loans and borrowings (continued) Bank loans Bank loans are provided to GWA Finance Pty Limited under the facility agreements. The bank loans are denominated in Australian dollars, except for the Euro facility which is denominated in Euros. The bank loans are unsecured and have a maximum three year rolling maturity, subject to annual review. The loans bear interest at market rates and interest is payable every 30 to 90 days. The consolidated entity hedges its exposure to variable interest rates through interest rate swap transactions. Letter of credit The letter of credit facilities are committed facilities available to be drawn down under the facility agreements. The limits are specifi ed in the facility agreements. 20. Employee benefi ts Current Liability for long service leave Liability for annual leave Liability for on-costs Non-current Liability for long-service leave Liability for on-costs Total employee benefi ts Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 2,048 11,985 3,418 17,451 11,734 769 2,717 11,652 3,243 17,612 10,724 876 12,503 11,600 - - - - - - - - - - - - - - Defi ned contribution superannuation funds The consolidated entity makes contributions to a defi ned contribution superannuation fund. The amount recognised as expense was $10,101,000 for the fi nancial year ended 30 June 2006 (2005: $10,071,000). Warranties Restructuring $’000 $’000 Site restoration $’000 Other $’000 Total $’000 21. Provisions Consolidated Balance at 1 July 2005 Provisions made during the year Provisions used during the year Provisions reversed during the year Balance at 30 June 2006 Current Non-current Warranties 9,233 4,364 (4,261) (232) 9,104 4,316 4,788 9,104 - 21,963 (12,787) - 9,176 9,176 - 9,176 4,337 149 - - 4,486 - 4,486 4,486 10,057 1,801 (2,898) (796) 8,164 6,094 2,070 8,164 23,627 28,277 (19,946) (1,028) 30,930 19,586 11,344 30,930 The total provision for warranties at balance date of $9,104,000 relates to future warranty expense on products sold during the current and previous fi nancial years. The major warranty expense relates to hot water systems. The provision is based on estimates made from historical warranty data associated with similar products and services. The consolidated entity expects to expend $4,316,000 of the total provision in the fi nancial year ending 30 June 2007, and the majority of the balance of the liability over the following four years. Financial Statements 51 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 21. Provisions (continued) Restructuring During the fi nancial year ended 30 June 2006, provisions of $21,963,000 were made to cover the estimated costs of redundancies and related costs with respect to the closure of manufacturing operations and other business restructuring. Of this amount, $9,176,000 remains provided for at balance date and this amount represents the estimate of costs to be expended in the fi nancial year ending 30 June 2007. The restructuring is expected to be completed by December 2006. Site restoration At balance date the balance of the site restoration provision was $4,486,000. No expenditures were made in the current fi nancial year, the only movement being an adjustment to refl ect the net present value of this provision. This provision relates to the removal of plant installed in leased premises where there is a liability under the lease for the plant to be removed on expiry and the leased premises made good. The net present value of the provision has been calculated using a discount rate of 6.5 per cent. Consolidated Share Translation reserve capital $’000 $’000 Hedging reserve $’000 Retained earnings $’000 Total $’000 22. Capital and reserves Reconciliation of movement in capital and reserves attributable to equity holders of the parent Balance at 1 July 2004 Total recognised income and expense Dividends to shareholders Balance at 30 June 2005 Balance at 1 July 2005 Effect of change in accounting policy Balance at 1 July 2005 restated Total recognised income and expense Dividends to shareholders Balance at 30 June 2006 346,853 - - 346,853 346,853 - 346,853 - - 346,853 - (2,083) - (2,083) (2,083) - (2,083) 688 - (1,395) - - - - - 157 157 385 - 542 64,898 63,888 (64,010) 411,751 61,805 (64,010) 64,776 409,546 64,776 - 64,776 56,852 (55,660) 409,546 157 409,703 57,925 (55,660) 65,968 411,968 52 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 22. Capital and reserves (continued) Reconciliation of movement in capital and reserves Balance at 1 July 2004 Total recognised income and expense Dividends to shareholders Balance at 30 June 2005 Balance at 1 July 2005 Total recognised income and expense Dividends to shareholders Balance at 30 June 2006 Share capital On issue at 30 June – fully paid The Company Share capital $’000 Retained earnings $’000 Total equity $’000 346,853 - - (14,562) 141,265 (64,010) 332,291 141,265 (64,010) 346,853 62,693 409,546 346,853 - - 62,693 31,384 (55,660) 409,546 31,384 (55,660) 346,853 38,417 385,270 The Company Ordinary shares 2006 In thousands of shares 2005 In thousands of shares 278,303 278,303 Effective 1 July 1998, the Company Law Review Act abolished the concept of par value shares and the concept of authorised capital. Accordingly, the company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All shares rank equally with regard to the company’s residual assets. Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the fi nancial statements of foreign operations where their functional currency is different from the presentation currency of the reporting entity, as well as from the translation of liabilities that hedge the company’s net investment in a foreign subsidiary. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash fl ow hedging instruments related to hedged transactions that have not yet occurred. Financial Statements 53 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 22. Capital and reserves (continued) Dividends Dividends recognised in the current year by the company are: 2006 Interim 2006 ordinary Final 2005 ordinary Final 2005 special Total amount 2005 Interim 2005 ordinary Interim 2005 special Final 2004 ordinary Final 2004 special Total amount Cents per share Total amount $’000 Franked % Date of payment 10.0 8.0 2.0 20.0 10.0 2.5 8.0 2.5 23.0 27,830 22,264 5,566 55,660 27,830 6,958 22,264 6,958 64,010 100 100 100 3rd April 2006 3rd Oct 2005 3rd Oct 2005 100 100 100 100 1st April 2005 1st April 2005 1st Oct 2004 1st Oct 2004 Franked dividends declared or paid during the year were franked at the tax rate of 30%. After the balance sheet date the following dividends were proposed by the directors. The dividends have not been provided. The declaration and subsequent payment of dividends has no income tax consequences. Final ordinary Final special Total amount Cents per share 8.0 3.5 11.5 Total amount $’000 22,264 9,741 32,005 Franked % 100 100 The fi nancial effect of these dividends have not been brought to account in the fi nancial statements for the fi nancial year ended 30 June 2006 and will be recognised in subsequent fi nancial reports. Dividends Dividend franking account: 30 per cent franking credits available to shareholders of GWA International Limited for subsequent fi nancial years The Company 2006 $’000 2005 $’000 37,532 42,282 The above available amounts are based on the balance of the dividend franking account at year-end adjusted for: (a) franking credits/debits that will arise from the payment/settlement of the current tax liabilities/assets; and (b) franking debits that will arise from the payment of dividends recognised as a liability at the year-end. The ability to utilise the franking credits is dependent upon there being suffi cient available profi ts to declare dividends. The impact on the dividend franking account of dividends proposed after the balance sheet date, but not recognised as a liability, is to reduce it by $13,716,000 (2005: $11,927,000). In accordance with the tax consolidation legislation, the company as the head entity in the tax-consolidated group has also assumed the benefi t of $37,532,000 (2005: $42,282,000) franking credits. 54 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 23. Financial instruments Exposure to credit, interest rate and currency risks arises in the normal course of the consolidated entity’s business. Derivative fi nancial instruments are used to hedge exposure to fl uctuations in foreign exchange rates and interest rates. Credit risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of customers within the industries it trades. A risk assessment process is used for customers requiring credit over $50,000 and credit insurance is utilised for major concentrations of trade debts. The consolidated entity does not require collateral in respect of fi nancial assets. Transactions involving derivative fi nancial instruments are with counterparties with sound credit ratings. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations. At the balance sheet date there were no uninsured concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset, including derivative fi nancial instruments, in the balance sheet. Interest rate risk Hedging The consolidated entity adopts a policy of ensuring that its exposure to changes in interest rates on borrowings is reduced. Interest rate swaps, denominated in Australian dollars, have been entered into to achieve an appropriate mix of fi xed and fl oating rate exposure. The swaps mature over the next 2 years and have fi xed swap rates ranging from 5.50 per cent to 5.67 per cent. At 30 June 2006, the consolidated entity had interest rate swaps with a notional contract amount of $125,000,000 (2005: $175,000,000). The consolidated entity classifi es interest rate swaps as cash fl ow hedges and states them at fair value. The fair value of swaps at 1 July 2005 was adjusted against the opening balance of the hedging reserve at that date. The net fair value of swaps at 30 June 2006 was $920,000 (2005: $302,000). These amounts were recognised as fair value derivative assets in the current fi nancial year. Effective interest rates and repricing analysis In respect of income-earning fi nancial assets and interest-bearing fi nancial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they reprice. Consolidated 2006 Effective interest rate % Total $’000 6 months or less $’000 6-12 months $’000 1-2 years $’000 2-5 years $’000 5.57 156,498 156,498 (0.21) 5.80 - (297,498) 125,000 (297,498) (141,000) (16,000) - - - - - - (100,000) - (25,000) - (100,000) (25,000) Consolidated 2005 Effective interest rate % Total $’000 6 months or less $’000 6-12 months $’000 1-2 years $’000 2-5 years $’000 5.42 134,854 134,854 - (0.37) 5.58 - (296,560) 175,000 (296,560) (50,000) - (161,706) 13,294 (50,000) - - - - - (125,000) - (125,000) More than 5 years $’000 - - - - More than 5 years $’000 - - - - Cash and cash equivalents Effect of interest rate swap derivatives* Unsecured bank loans Cash and cash equivalents Effect of interest rate swap derivatives* Unsecured bank loans * These assets/liabilities bear interest at a fi xed rate. Financial Statements 55 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 23. Financial instruments (continued) Foreign currency risk The consolidated entity is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other than the AUD. The currencies giving rise to this risk are primarily NZD, USD and EUR. The consolidated entity hedges its foreign currency exposure in respect of forecasted sales and purchases by entering into forward exchange contracts. The forward exchange contracts have maturities of less than one year after the balance sheet date. Where necessary, the forward exchange contracts are rolled over at maturity. Forecasted transactions The consolidated entity classifi es its forward exchange contracts hedging forecasted transactions as cash fl ow hedges and states them at fair value. The fair value of forward exchange contracts at 1 July 2005 was adjusted against the opening balance of the hedging reserve at that date. The net fair value of forward exchange contracts used as hedges of forecasted transactions at 30 June 2006 was $146,000 (2005: $78,000). These amounts were recognised as fair value derivative liabilities in the current fi nancial year. Hedge of net investment in foreign subsidiary The consolidated entity’s EUR denominated bank loan is designated as a hedge of the consolidated entity’s investment in its subsidiary in the Netherlands. The carrying amount of the loan at 30 June 2006 was $12,556,000 (2005: $11,560,000). Fair values The fair values together with the carrying amounts shown in the balance sheet are as follows: Trade and other receivables Cash and cash equivalents Interest rate swaps: Assets Forward exchange contracts: Liabilities Unsecured bank loans Trade payables and accrued expenses Unrecognised (losses)/gains Trade and other receivables Receivables due from controlled entities Payables to controlled entities Trade payables and accrued expenses Carrying amount 2006 $’000 Consolidated Fair value 2006 $’000 Carrying amount 2005 $’000 Fair value 2005 $’000 70,609 156,498 70,609 156,498 74,363 134,854 74,363 134,854 920 920 - 302 (146) (297,498) (48,518) (146) (297,498) (48,518) - (296,560) (51,889) (78) (296,560) (51,889) (118,135) (118,135) (139,232) (139,008) - The Company Carrying amount 2006 $’000 518 512,482 (458,018) (54) Fair value 2006 $’000 518 512,482 (458,018) (54) Carrying amount 2005 $’000 900 489,938 (400,579) (48) 224 Fair value 2005 $’000 900 489,938 (400,579) (48) 54,928 54,928 90,211 90,211 Unrecognised (losses)/gains - - 56 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 23. Financial instruments (continued) Estimation of fair values The following summarises the major methods and assumptions used in estimating the fair values of fi nancial instruments refl ected in the table. Derivatives Forward exchange contracts are marked to market by discounting the contractual forward price and deducting the current spot rate. For interest rate swaps broker quotes are obtained. These quotes are back tested using discounted cash fl ow techniques. Where discounted cash fl ow techniques are used, estimated future cash fl ows are based on management’s best estimates and the discount rate is a market related rate for a similar instrument at the balance sheet date. Where other pricing models are used, inputs are based on market related data at the balance sheet date. Interest-bearing loans and borrowings The notional amount of the interest-bearing loans is deemed to refl ect the fair value. The interest-bearing loans have a maximum three-year rolling maturity, however are rolled for periods no longer than 90 days. At balance date, the AUD loans were rolled over to 28 July 2006 and the EUR loan was rolled over to 28 August 2006. Trade and other receivables/payables All receivables/payables are either repayable within twelve months or repayable on demand. Accordingly, the notional amount is deemed to refl ect the fair value. Employee share loans and other employee loans Employee share loans and other employee loans are carried at fair value using discounted cash fl ow techniques. Interest rates used for determining fair value The entity uses the government yield curve as of 30 June 2006 plus an adequate constant credit spread to discount fi nancial instruments. The interest rates used are as follows: Derivatives Employee share loans and other loans Interest bearing loans and borrowings 24. Operating leases Leases as lessee Non-cancellable operating lease rentals are payable as follows: Less than one year Between one and fi ve years More than fi ve years 2006 2005 5.98% – 6.21% 7.05% – 7.05% 5.53% – 5.80% 5.51% – 5.58% 7.05% – 7.05% 5.36% – 5.61% Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 10,055 23,440 1,868 6,671 13,707 1,774 35,363 22,152 - - - - - - - - The consolidated entity leases a number of warehouse and factory facilities under operating leases. The leases typically run for a period of 5 years, with an option to renew the lease after that date. None of the leases include contingent rentals. Two of the leased properties have been sublet by the consolidated entity. The two leases and subleases expire in June 2007 and November 2009 respectively. Sublease payments of $429,000 will be received during the following fi nancial year. During the fi nancial year ended 30 June 2006, $9,497,000 (2005: $7,565,000) was recognised as an expense in the income statement in respect of operating leases, which was net of sub-lease income. Financial Statements 57 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 25. Capital and other commitments Capital expenditure commitments Plant and equipment Contracted but not provided for and payable: Within one year 26. Contingencies The directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifi ce of economic benefi ts will be required or the amount is not capable of reliable measurement. Contingent liabilities considered remote Guarantees (i) Under the terms of a Deed of Cross Guarantee, described in note 27, the company has guaranteed the repayment of all current and future creditors in the event any of the entities party to the Deed is wound up. No defi ciency in net assets exists in these companies at reporting date. 10,636 29,360 - (ii) Bank guarantees 3,243 2,833 - 27. Deed of cross guarantee - - Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly-owned subsidiaries as listed in Note 28 are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of fi nancial reports, and directors’ report. It is a condition of the Class Order that the company and each of the subsidiaries enter into a Deed of Cross Guarantee. 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 of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the company is wound up. A consolidated income statement and consolidated balance sheet, comprising the company and controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, at 30 June 2006 is set out below. Summarised income statement and retained profi ts Profi t before tax Income tax expense Profi t after tax Retained profi ts at beginning of year Adjustment to retained profi ts on transition to IFRS, net of tax Dividends recognised during the year Consolidated 2006 $’000 63,137 (17,972) 45,165 43,747 - (55,660) 2005 $’000 87,619 (27,149) 60,470 65,119 (17,832) (64,010) Retained profi ts at end of year 33,252 43,747 58 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 27. Deed of cross guarantee (continued) Balance Sheet Assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Other Total current assets Receivables Intercompany receivables Investments Deferred tax assets Property, plant and equipment Intangible assets Other Total non-current assets Total assets Liabilities Trade and other payables Employee benefi ts Income tax payable Provisions Total current liabilities Interest-bearing loans and borrowings Deferred tax liabilities Employee benefi ts Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Consolidated 2006 $’000 2005 $’000 138,298 61,045 85,869 4,905 3,969 124,002 62,933 87,487 - 6,003 294,086 280,425 3,677 31,252 16,280 25,330 92,896 319,066 2,326 4,561 37,456 16,280 25,394 105,977 318,819 3,018 490,827 511,505 784,913 791,930 45,257 16,400 - 19,219 48,772 16,412 5,618 14,801 80,876 85,603 297,498 967 12,369 11,344 296,560 346 11,598 10,600 322,178 319,104 403,054 404,707 381,859 387,223 346,853 1,754 33,252 346,853 (3,377) 43,747 381,859 387,223 Financial Statements 59 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements Country of incorporation Ownership interest Parties to Cross Guarantee 2006 2005 Y Australia Australia Y Australia Y Australia Y Australia Y USA N Australia Y Australia Y Hong Kong N China N Hong Kong N Australia Y Australia Y Australia Y Australia Y Y Australia N New Zealand Y Australia N New Zealand N Netherlands N Netherlands N Netherlands N Netherlands N Germany N Netherlands Australia Y USA N Canada N N UK Australia N Australia Y Australia Y Australia N Australia N N Australia N New Zealand N New Zealand N New Zealand Australia Y Australia Y Australia Y Australia Y 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 28. Consolidated entities Parent entity GWA International Limited Subsidiaries GWA Group Limited Gainsborough Hardware Industries Limited Caroma Holdings Limited GWA (North America) Pty Ltd Sebel Furniture Inc Caroma Industries Limited G Subs Pty Ltd Sebel Furniture (Hong Kong) Ltd GWA Trading (Shanghai) Co Ltd GWA International (Hong Kong) Limited Stylus Pty Ltd Ecohome Pty Ltd Fowler Manufacturing Pty Ltd Starion Tapware Pty Ltd Dorf Clark Industries Ltd Dorf Industries (NZ) Ltd McIlwraith Davey Pty Ltd Stylus Sales Limited Caroma Industries Europe BV Wisa Beheer BV Wisa BV Wisa Systems BV Wisa GmbH Stokis Kon Fav. Van Metaalwerken NV Caroma International Pty Ltd Caroma USA Inc Caroma Canada Industries Ltd Caroma Industries (UK) Ltd Canereb Pty Ltd Dux Manufacturing Limited GWA Taps Manufacturing Limited Lake Nakara Pty Ltd Mainrule Pty Ltd Warapave Pty Ltd Rover Mowers (NZ) Limited Caroma Industries (NZ) Limited GWAIL (NZ) Ltd Rover Mowers Limited Industrial Mowers (Australia) Limited Olliveri Pty Ltd Sebel Service & Installations Pty Ltd 60 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 28. Consolidated entities (continued) Subsidiaries (continued) Sebel Properties Pty Ltd Sebel Furniture Limited (NZ) Sebel Furniture Limited Sebel Furniture (SEA) Pte Ltd Sebel Sales Pty Limited Caroma Singapore Pte Limited GWA Finance Pty Limited Hetset (No. 5) Pty Ltd Gainsborough Hardware Limited Bankstown Unit Trust 29. Reconciliation of cash fl ows from operating activities Cash fl ows from operating activities Profi t for the period Adjustments for: Depreciation Amortisation Impairment/(reversal of) losses Foreign exchange (gains)/losses Interest expense/(income) Dividends from controlled entities Distributions from controlled trusts (Gain)/loss on sale of property, plant and equipment Income tax expense/(benefi t) Operating profi t before changes in working capital and provisions (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Increase/(decrease) in trade and other payables Increase/(decrease) in provisions and employee benefi ts Interest received/(paid) Income taxes paid Country of incorporation Ownership interest Parties to Cross Guarantee Y Australia N New Zealand Australia Y Singapore N Australia Y Singapore N Australia Y Australia Y N UK Australia Y 2006 2005 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Consolidated The Company 2006 $’000 2005 $’000 2006 $’000 2005 $’000 56,852 63,888 31,384 141,265 21,929 491 2,816 755 11,490 26,496 218 - (1,250) 11,137 (14,471) 20,911 950 28,328 100,773 (8,235) 2,148 (4,498) 8,046 98,234 (9,177) (29,019) 129,767 6,619 (1,111) (5,012) (106) 130,157 (15,212) (31,178) - - (17,592) - (27) - (13,142) - (624) (1) (41,778) - 54,920 - 13,141 27 (27,927) - - - - (3) (139,300) (1,956) - (12) (6) 78,011 - 63,245 - 141,250 3 (29,957) Net cash from operating activities 60,038 83,767 (14,759) 111,296 Financial Statements 61 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 30. Related parties The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period: Non-executive directors B Thornton (Chairperson) J Kennedy M Kriewaldt D Barry R Anderson G McGrath Executive directors P Crowley (Managing Director) Key management personnel compensation The key management personnel compensation included in ‘personnel expenses’ (see note 5) are as follows: Short-term employee benefi ts Post-employment benefi ts Termination benefi ts Other benefi ts Executives E Harrison (Chief Financial Offi cer) S Wright (Group Operations Manager) A Rusten (Group Marketing Manager) – appointed 27 June 2005 R Watkins (General Manager – Rover) J Measroch (General Manager – Sebel) G Oliver (General Manager – Gainsborough) D Duncan (General Manager – Dorf Clark) L Patterson (General Manager – Dux) C Bizon (General Manager – Caroma) – terminated 30 November 2004 Consolidated The Company 2006 $ 2005 $ 2006 $ 2005 $ 4,263,776 570,997 - 39,054 5,519,767 452,263 300,000 36,839 4,873,827 6,308,869 - - - - - - - - - - 62 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 30. Related parties (continued) Key management personnel compensation (continued) Individual directors and executives compensation Apart from the details disclosed in this note, no director has entered into a material contract with the company or the consolidated entity since the end of the previous fi nancial year and there were no material contracts involving directors’ interests existing at year-end. Details of the nature and amount of each major element of remuneration of each director of the company and other key management personnel are: Short-term Post- employ- ment Salary and fees $ Non- 1 year monetary benefi ts $ incentive $ 3 year* incentive $ Super- annuation benefi ts $ Total $ Other $ Total $ 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 166,173 159,080 137,477 127,327 98,280 93,600 86,814 82,680 81,900 78,000 86,814 82,290 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 166,173 159,080 137,477 127,327 98,280 93,600 86,814 82,680 81,900 78,000 86,814 82,290 101,640 95,980 - 3,603 8,845 8,424 7,813 7,441 7,371 7,020 7,813 7,371 250 250 250 250 250 250 250 250 250 250 250 250 268,063 255,310 137,727 131,180 107,375 102,274 94,877 90,371 89,521 85,270 94,877 89,911 2006 2005 917,997 877,263 - 332,500 158,916 183,230 (190,000) 886,913 190,000 1,582,993 36,000 36,000 10,727 933,640 9,519 1,628,512 Directors: Non-executive B Thornton J Kennedy M Kriewaldt D Barry R Anderson G McGrath Executive directors P Crowley Total – directors 2006 1,575,455 - 158,916 (190,000) 1,544,371 169,482 12,227 1,726,080 Total – directors 2005 1,500,240 332,500 183,230 190,000 2,205,970 165,839 11,019 2,382,828 * The incentives for the Executive Director and Executives under the three year Executive Incentive Scheme were provided for in the 2004/05 year and written back in the 2005/06 year as the targets are not currently expected to be achieved. Financial Statements 63 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 30. Related parties (continued) Key management personnel compensation (continued) Individual directors and executives compensation (continued) Short-term Post- employ- ment Salary and fees $ Non- 1 year monetary benefi ts $ incentive $ 3 year* incentive $ Super- annuation benefi ts $ Total $ 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 447,268 425,251 387,089 383,747 263,209 - 281,171 303,154 275,764 257,283 177,333 180,207 258,151 246,785 250,744 214,364 - 105,819 - 106,418 - - - - - - 79,425 71,258 - 62,500 - - 87,546 82,738 60,845 79,663 23,835 - 50,936 52,155 67,223 67,911 62,289 56,462 123,019 112,197 62,554 47,976 (70,546) 70,546 (70,945) 70,945 - - - - - - (47,505) 47,505 (50,000) 50,000 - - 464,268 684,354 376,989 640,773 287,044 - 332,107 355,309 342,987 325,194 271,542 355,432 331,170 471,482 313,298 262,340 - - 100,592 35,472 25,288 - 58,725 27,555 25,485 24,370 138,475 119,110 27,420 44,567 25,530 20,850 Termin- ation benefi ts $ - - - - - - - - - - - - - - - - Other $ 5,118 4,975 3,993 4,704 3,070 - 3,152 3,598 3,125 2,999 1,973 2,056 3,266 2,849 3,130 2,602 Total $ 469,386 689,329 481,574 680,949 315,402 - 393,984 386,462 371,597 352,563 411,990 476,598 361,856 518,898 341,958 285,792 2006 2005 - 134,551 - - - 84,362 - - - 218,913 - 14,500 - 2,037 - 300,000 - 535,450 2006 2,340,729 79,425 538,247 (238,996) 2,719,405 401,515 26,827 - 3,147,747 2005 2,145,342 345,995 583,464 238,996 3,313,797 286,424 25,820 300,000 3,926,041 Executives E Harrison S Wright A Rusten R Watkins J Measroch G Oliver D Duncan L Patterson C Bizon (terminated 30 November 2004) Total – executives Total – executives Total – directors and executives 2006 3,916,184 Total – directors and executives 2005 3,645,582 79,425 697,163 (428,996) 4,263,776 570,997 39,054 - 4,873,827 678,495 766,694 428,996 5,519,767 452,263 36,839 300,000 6,308,869 * The incentives for the Executive Director and Executives under the three year Executive Incentive Scheme were provided for in the 2004/05 year and written back in the 2005/06 year as the targets are not currently expected to be achieved. 64 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 30. Related parties (continued) Loans to key management personnel and their related parties (consolidated) Details regarding loans outstanding at the reporting date to key management personnel and their related parties, where the individual’s aggregate loan balance exceeded $100,000 at any time in the reporting period, are as follows: Directors P Crowley Executives E Harrison S Wright R Watkins J Measroch G Oliver D Duncan L Patterson C Bizon Balance 1 July 2005 $ Balance 30 June 2006 $ 1,195,000 1,085,000 701,505 626,505 115,750 379,745 409,150 800,991 300,991 240,000 610,255 141,269 95,750 339,745 362,900 780,991 280,991 - Interest paid and payable in the reporting period $ - - - - - - - - - Highest balance in period $ 1,195,000 701,505 626,505 115,750 379,745 409,150 800,991 300,991 240,000 No loans (2005: $1,959,320) were made to key management personnel or their related parties during the year. The loans made in the previous fi nancial year related to the Employee Share Scheme. Details regarding the aggregate of loans made, guaranteed or secured by any entity in the consolidated entity to key management personnel and their related parties, and the number of individuals in each group, are as follows: Interest paid and payable in the Opening balance $ Closing balance $ reporting Number in group at 30 June period $ Total for key management personnel 2006 Total for key management personnel 2005 4,769,637 3,477,837 3,696,901 4,769,637 - - 8 9 Mr D Duncan has a housing loan of $500,000 secured by a registered second mortgage. Mr E Harrison has an unsecured housing loan of $75,000. Each of these loans is interest free and repayable on termination. Mr C Bizon repaid a $240,000 housing loan during the current fi nancial year. All other loans are with respect to the Employee Share Plan. The Employee Share Plan loans are interest free and repayable over 15 years or earlier in certain circumstances. Dividends paid on the shares acquired under the Plan are applied against the balance of the loan outstanding. Financial Statements 65 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 30. Related parties (continued) Other key management personnel transactions with the company or its controlled entities The consolidated entity purchased components and tooling of $304,009 (2005: $582,608) from Great Western Corporation Pty Ltd, a company of which Mr B Thornton is a director. Amounts were billed based on normal market rates for such supplies and were due and payable under normal payment terms. Amounts receivable from and payable to key management personnel at reporting date arising from these transactions were as follows: Consolidated The Company 2006 $ 2005 $ 2006 $ 2005 $ Trade creditors 3,982 137,089 - - From time to time, key management personnel of the company or its controlled entities, or their related entities, may purchase goods from the consolidated entity. These purchases are on the same terms and conditions as those entered into by other consolidated entity employees or customers and are trivial or domestic in nature. Movements in shares The movement during the reporting period in the number of ordinary shares in GWA International Limited held, directly, indirectly or benefi cially, by each key management person, including their related parties, is as follows: Held at 1July 2005 Purchases Sales Held at 30 June 2006 15,025,902 50,000 100,000 12,409,189 20,692,832 593,026 - - - - 8,198,000 - (2,500) (40,000) - (36,800) - (172,568) 15,023,402 10,000 100,000 12,372,389 28,890,832 420,458 500,000 620,975 418,750 - 100,000 200,000 231,250 100,000 100,000 - - - - - - - - - - 500,000 - (250,000) - - - - - - 620,975 168,750 - 100,000 200,000 231,250 100,000 100,000 Directors: non-executive B Thornton J Kennedy M Kriewaldt D Barry R Anderson G McGrath Executive directors P Crowley Executives E Harrison S Wright A Rusten R Watkins J Measroch G Oliver D Duncan L Patterson 66 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 30. Related parties (continued) Movements in shares (continued) Directors: non-executive B Thornton J Kennedy M Kriewaldt D Barry R Anderson G McGrath Executive directors P Crowley Executives E Harrison S Wright R Watkins J Measroch G Oliver D Duncan L Patterson Held at 1 July 2004 Purchases Sales Held at 30 June 2005 14,355,902 50,000 100,000 11,537,149 20,692,832 754,276 670,000 - - 872,040 - - - - - - - (161,250) 15,025,902 50,000 100,000 12,409,189 20,692,832 593,026 500,000 - - 500,000 470,975 275,750 268,750 150,000 156,250 2,000 - 150,000 143,000 - 50,000 75,000 98,000 100,000 - - (168,750) - - - - 620,975 418,750 100,000 200,000 231,250 100,000 100,000 No shares were granted to key management personnel during the reporting period as compensation. The aggregate number of shares held by key management person related parties at 30 June 2006 was 57,036,806 (2005: 48,863,874). 31. Subsequent events To the best of our knowledge, since balance date, no matters have arisen which will, or may, signifi cantly affect the operation or results of the consolidated entity in later years. Financial Statements 67 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 32. Explanation of transition to AIFRSs Reconciliation of equity Consolidated The Company Previous GAAP $’000 Effect of transition to AIFRSs $’000 Previous GAAP $’000 Effect of transition to AIFRSs $’000 AIFRSs $’000 AIFRSs $’000 Note 1 July 2004 138,352 66,625 96,380 1,594 302,951 4,288 25,258 - 153,454 357,827 540,827 - - - - - - 567 - 265 (15,433) (14,601) 138,352 66,625 96,380 1,594 302,951 4,288 25,825 - 153,719 342,394 526,226 - 501 - - 501 - - - - - - 501 - - 501 461,471 24,780 325,646 - - 811,897 6,523 (24,780) - - - (18,257) 467,994 - 325,646 - - 793,640 e,g f,g a,c c,e Assets Cash and cash equivalents Trade and other receivables Inventories Other Total current assets Receivables Deferred tax assets Investment in subsidiaries Property, plant and equipment Intangible assets Total non-current assets Total assets 843,778 (14,601) 829,177 812,398 (18,257) 794,141 57,552 17,784 8,448 14,191 97,975 297,803 - 818 10,937 7,735 - - - - - 57,552 17,784 8,448 14,191 52 - 8,774 - 97,975 8,826 - - - - - 52 - 8,774 - 8,826 - - - - 2,158 297,803 - 818 10,937 9,893 - 453,024 665 - - - - (665) - - - 453,024 - - - 317,293 2,158 319,451 453,689 (665) 453,024 415,268 2,158 417,426 462,515 (665) 461,850 428,510 (16,759) 411,751 349,883 (17,592) 332,291 346,853 918 80,739 - (918) (15,841) 346,853 - 64,898 346,853 - 3,030 - - (17,592) 346,853 - (14,562) 428,510 (16,759) 411,751 349,883 (17,592) 332,291 g a b h Liabilities Trade and other payables Employee benefi ts Income tax payable Provisions Total current liabilities Interest-bearing loans and borrowings Payables Deferred tax liabilities Employee benefi ts Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity 68 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 32. Explanation of transition to AIFRSs (continued) Reconciliation of equity (continued) Consolidated The Company Previous GAAP $’000 Effect of transition to AIFRSs $’000 Previous GAAP $’000 Effect of transition to AIFRSs $’000 AIFRSs $’000 AIFRSs $’000 Note 30 June 2005 134,854 69,221 97,491 30 6,732 - - - - (982) 134,854 69,221 97,491 30 5,750 308,328 (982) 307,346 - 900 - - - 900 - - - - - - - 900 - - - 900 5,142 25,937 - 134,643 354,896 2,800 - 628 - (725) (12,865) 218 5,142 26,565 - 133,918 342,031 3,018 507,530 24,766 325,646 - - - (17,592) (24,766) - - - - 489,938 - 325,646 - - - c e f,g a,c c,e c Assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Other Total current assets Receivables Deferred tax assets Investment in subsidiaries Property, plant and equipment Intangible assets Other Total non-current assets 523,418 (12,744) 510,674 857,942 (42,358) 815,584 Total assets 831,746 (13,726) 818,020 858,842 (42,358) 816,484 Liabilities Trade and other payables Employee benefi ts Income tax payable Provisions Total current liabilities Interest-bearing loans and borrowings Payables Deferred tax liabilities Employee benefi ts Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity 51,889 17,612 6,311 13,263 89,075 296,560 - 875 11,600 8,066 - - - - - 51,889 17,612 6,311 13,263 48 - 6,311 - 89,075 6,359 - - - - - 48 - 6,311 - 6,359 - - - - 2,298 296,560 - 875 11,600 10,364 - 424,993 352 - - - (24,414) (352) - - - 400,579 - - - 317,101 2,298 319,399 425,345 (24,766) 400,579 406,176 2,298 408,474 431,704 (24,766) 406,938 425,570 (16,024) 409,546 427,138 (17,592) 409,546 346,853 (1,165) 79,882 - (918) (15,106) 346,853 (2,083) 64,776 346,853 - 80,285 - - (17,592) 346,853 - 62,693 425,570 (16,024) 409,546 427,138 (17,592) 409,546 g g a b h Financial Statements 69 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 32. Explanation of transition to AIFRSs (continued) As stated in signifi cant accounting policies note 1(a), these are the consolidated entity’s fi rst consolidated fi nancial statements prepared in accordance with AIFRSs. The policies set out in the signifi cant accounting policies section of this report have been applied in preparing the fi nancial statements for the fi nancial year ended 30 June 2006, the comparative information presented in these fi nancial statements for the fi nancial year ended 30 June 2005 and in the preparation of an opening AIFRS balance sheet at 1 July 2004 (the consolidated entity’s date of transition). In preparing its opening AIFRS balance sheet, the consolidated entity has adjusted amounts reported previously in fi nancial statements prepared in accordance with its old basis of accounting (previous GAAP). An explanation of how the transition from previous GAAP to AIFRSs has affected the consolidated entity’s fi nancial position, fi nancial performance and cash fl ows is set out in the previous and following tables and the notes that accompany the tables. Notes to the reconciliation of equity a) Restoration and dismantling provision An obligation exists to restore certain sites for the effect of the consolidated entity’s operations. Under previous GAAP, the cost of rectifi cation was recognised as an expense when incurred. In accordance with AIFRSs, restoration costs should be recognised as part of the cost of assets and as a provision at the time of the obligating event. The effect in the consolidated entity is to increase Property, plant and equipment by $265,000 at 1 July 2004 and by $204,000 at 30 June 2005, to increase Provisions by $2,158,000 at 1 July 2004 and by $2,298,000 at 30 June 2005 and to increase Distribution expenses by $61,000 and Financial expenses by $140,000 for the fi nancial year ended 30 June 2005. b) Cumulative foreign exchange differences Translation differences that arose prior to the date of transition to AIFRSs in respect of all foreign entities have been reversed to zero. Accordingly the foreign currency translation reserve as at 1 July 2004 of $918,000 was transferred to retained earnings. c) Software development costs Software assets developed for internal use have been reclassifi ed from property, plant and equipment and prepayments to intangible assets. The effect was to increase Intangible assets by $1,693,000 at 30 June 2005; to increase Other assets by $218,000 at 30 June 2005; to decrease Property, plant and equipment by $929,000 at 30 June 2005; and to decrease Prepayments by $982,000 at 30 June 2005. d) Gain/loss on disposal of property, plant an equipment Under AIFRS the gain or loss on the disposal of property, plant and equipment is recognised on a net basis as a gain or loss rather than separately recognising the consideration received as revenue. For the consolidated entity the effect of this is to decrease Other operating income and Other operating expenses by $12,544,000 for the year ended 30 June 2005. e) Impairment Under AASB3 Business Combinations goodwill is no longer amortised but instead is subject to annual impairment testing. The goodwill booked by the consolidated entity with the purchase of Gainsborough has a written down value on transition of $875,000. Under the new methodology in impairment testing cash-generating units, this goodwill has been treated as impaired. The effect of this was to decrease Retained earnings and Intangible assets by $875,000 at 1 July 2004 for the consolidated entity. The effect was also to decrease Other operating expenses by $875,000 for the year ended June 2005 for the consolidated entity. 70 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 32. Explanation of transition to AIFRSs (continued) Notes to the reconciliation of equity (continued) e) Impairment (continued) Under AASB136 Impairment, intangible assets that have an indefi nite useful life are tested for impairment annually. The recoverable amount will be estimated for the individual asset. If it is not possible to estimate the recoverable amount for the individual asset, the recoverable amount of the cash generating unit to which the asset belongs is determined. A cash generating unit is the smallest identifi able group of assets that generate cash infl ows largely independent of the cash infl ows of other assets or group of assets. Each cash-generating unit must be no larger than a segment. An impairment loss will be recognised whenever the carrying amount of an asset, or its cash generating unit exceeds its recoverable amount. Impairment losses will be recognised in the income statement unless they relate to a revalued asset, where the impairment loss will be treated in the same way as a revaluation decrease. Impairment losses recognised in respect of a cash generating unit will be allocated fi rst to reduce the carrying amount of any goodwill allocated to the cash generating unit and then to reduce the carrying amount of the other assets in the unit pro rata based on their carrying amounts. As a result of the impairment testing being on a cash generating unit level under AIFRS which is a lower level than under previous GAAP, an impairment loss was recognised in relation to the Stylus brand name. The effect of this was to decrease Retained earnings and Intangible assets by $14,558,000 at 1 July 2004 and 30 June 2005 for the consolidated entity. As a consequence of this and other AIFRS adjustments, an impairment of intercompany receivables of $17,592,000 was recognised in the company. The effect of this was to decrease Retained earnings and Inter-company receivable by $17,592,000 at 1 July 2004 and 30 June 2005. f) Deferred tax The above changes increased the deferred tax asset as follows: Consolidated The Company 1 July 2004 $’000 30 June 2005 $’000 1 July 2004 $’000 30 June 2005 $’000 Restoration and dismantling costs 567 628 - - The effect on the income statement for the fi nancial year ended 30 June 2005 was to decrease the previously reported tax charge for the period by $61,000 in the consolidated entity and Nil in the company. g) Tax consolidations The consolidated entity had applied UIG 52 for tax consolidation purposes under previous GAAP, resulting in the company as the head entity of the tax-consolidated group recognising both current and deferred tax in relation to the wholly-owned subsidiaries in the tax-consolidated group. Under AIFRS, the consolidated entity has adopted UIG 1052 which requires the subsidiaries to initially recognise both current and deferred taxes before recognising the head entity’s assumption of the current tax liability (asset) and deferred tax assets from tax losses. Under AIFRS the subsidiaries are now required to recognise deferred tax assets relating to temporary differences, other than for tax losses. Financial Statements 71 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 32. Explanation of transition to AIFRSs (continued) Notes to the reconciliation of equity (continued) g) Tax consolidations (continued) Under previous GAAP, the tax funding arrangements assets and liabilities were recognised as inter-entity tax-related balances whereas tax funding arrangements expenses and revenues were recognised as a component of income tax expense or revenue. Upon adoption of UIG 1052 under AIFRS, all tax funding arrangements amounts are recognised as inter-entity amounts, giving rise to a contribution by or distribution to equity participants to the extent they differ from the amounts assumed by the head entity from subsidiaries. The entities in the Australian tax-consolidated group have revised the tax funding arrangement to address only current tax amounts and deferred tax assets from tax losses/credits so that no net contributions or distributions to equity participants are expected to arise in the future. The effect of the above in the company at 1 July 2004 is to increase Inter-company receivable by $24,115,000, decrease Deferred tax liability by $665,000 and decrease Deferred tax asset by $24,780,000. The effect in the company at 30 June 2005 is to decrease Inter-company payable by $24,414,000, decrease Deferred tax liability by $352,000 and decrease Deferred tax asset by $24,766,000. For the consolidated entity, the impact of moving from UIG 52 to UIG 1052 is the same as the impact of moving to AASB 112. There is nil impact on the consolidated entity from the tax funding arrangement changes as upon consolidation the inter-company balances are eliminated. h) Retained earnings The effect of the above adjustments on retained earnings is as follows: Impairment Restoration and dismantling costs Deferred tax Transfer from foreign currency translation reserve Consolidated The Company 1 July 2004 $’000 30 June 2005 $’000 (15,433) (1,893) 567 918 (14,558) (2,094) 628 918 1 July 2004 $’000 (17,592) - - - 30 June 2005 $’000 (17,592) - - - Note e a f b Total adjustment to retained earnings (15,841) (15,106) (17,592) (17,592) 72 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 32. Explanation of transition to AIFRSs (continued) Explanation of material adjustments to the cash fl ow statement for 2005 There are no material differences between the cash fl ow statement presented under AIFRSs and the cash fl ow statement presented under previous GAAP. Reconciliation of profi t for 2005 Consolidated The Company Effect of transition to AIFRSs $’000 Previous GAAP $’000 Effect of transition to AIFRSs $’000 AIFRSs $’000 Revenue Cost of sales Gross profi t Other income Distribution expenses Administrative expenses Other expenses Previous GAAP $’000 626,866 (330,499) 296,367 15,576 (130,784) (63,143) (15,477) Note d a d,e - - 626,866 (330,499) - - - (12,544) (61) - 13,419 296,367 3,032 (130,845) (63,143) (2,058) - 141,256 - (6) - Results from operating activities 102,539 814 103,353 141,250 Financial income Financial expenses Net fi nancing costs Profi t before tax Income tax expense Profi t for the period Basic and diluted earnings per share (cents per share) a f 5,874 (16,871) - (140) 5,874 (17,011) (10,997) (140) (11,137) 3 - 3 91,542 (28,389) 63,153 674 61 735 92,216 (28,328) 141,253 12 63,888 141,265 22.7 23.0 AIFRSs $’000 - - - 141,256 - (6) - 141,250 3 - 3 141,253 12 141,265 - - - - - - - - - - - - - - Financial Statements 73 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Notes to the Consolidated Financial Statements 33. Changes in accounting policy In the current fi nancial year the consolidated entity adopted AASB 132: Financial Instruments: Disclosure & Presentation and AASB 139: Financial Instruments: Recognition and Measurement. This change in accounting policy has been adopted in accordance with the transition rules contained in AASB 1, which does not require the restatement of comparative information for fi nancial instruments within the scope of AASB 132 and AASB 139. The adoption of AASB 139 has resulted in the Group recognising all derivative fi nancial instruments as assets or liabilities at fair value. This change has been accounted for by adjusting the opening balance of the hedging reserve at 1 July 2005. The impact on the balance sheet in the comparative period is set out below as an adjustment to the opening balance sheet at 1 July 2005. The impact on the income statement of the comparative period would have been to increase fi nancial expenses and decrease profi t for the period to the extent that cash fl ow hedges were not 100 per cent effective. The transitional provisions will not have any effect in future reporting periods. Derivatives Under previous Australian GAAP, the consolidated entity did not recognise any derivatives at fair value on the balance sheet. In accordance with AIFRSs all derivatives would be recognised at fair value. At 1 July 2005, the fair value of the forward exchange contracts was $(78,000) and the fair value of the interest rate swaps was $302,000. The effect in the consolidated entity is to decrease Fair value derivatives by $224,000, increase Hedging reserve by $157,000 and increase Deferred tax liabilities by $67,000 at 1 July 2005. No adjustment has arisen for the company. Employee share loans Under previous Australian GAAP, the consolidated entity recognised loans made to employees under the Employee Share Scheme at face value. In accordance with AIFRSs, the loans have been measured at present value discounted at 7.05 per cent. The discount has been recognised as a prepayment as the loans are full recourse and dependant on future employment by the consolidated entity. The effect in the consolidated entity and the company is to decrease Current receivables by $244,000 at 1 July 2005, decrease Non-current receivables by $2,713,000 at 1 July 2005, to increase Current prepayments by $537,000 at 1 July 2005 and to increase Non-current prepayments by $2,420,000 at 1 July 2005. Employee loans Under previous Australian GAAP, the consolidated entity recognised loans made to employees at face value. In accordance with AIFRSs, the loans have been measured at present value discounted at 7.05 per cent. The discount has been recognised as a prepayment as the loans are full recourse and dependent on future employment by the consolidated entity. The effect in the consolidated entity is to increase Current receivables by $244,000 at 1 July 2005, decrease Non-current receivables by $668,000 at 1 July 2005, to increase Current prepayments by $43,000 at 1 July 2005 and to increase Non-current prepayments by $381,000 at 1 July 2005. No adjustment has arisen for the company. 74 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Directors’ Declaration 1 In the opinion of the directors of GWA International Limited (‘the company’): (a) the fi nancial statements and notes are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the fi nancial position of the company and the consolidated entity as at 30 June 2006 and of their performance, as represented by the results of their operations and their cash fl ows, for the fi nancial 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 3 There are reasonable grounds to believe that the company and the controlled entities identifi ed in Note 27 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 controlled entities pursuant to ASIC Class Order 98/1418. The directors have been given the declarations by the Managing Director and Chief Financial Offi cer for the fi nancial year ended 30 June 2006 pursuant to Section 295A of the Corporations Act 2001. Dated at Brisbane on 15 August 2006. Signed in accordance with a resolution of the directors: Barry Thornton Director Peter Crowley Director Financial Statements 75 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Independent Audit Report to the Members of GWA International Limited Scope The Financial Report and Directors’ responsibility The Financial Report comprises the Income Statements, Statements of Recognised Income and Expense, Balance Sheets, Statements of Cash Flows, accompanying notes 1 to 33 to the Financial Statements and the Directors’ Declaration for both GWA International Limited (the “Company”) and GWA International Limited and its controlled entities (“the Consolidated Entity”), for the fi nancial year ended 30 June 2006. The Consolidated Entity comprises GWA International Limited (“the Company”) and the entities it controlled during that fi nancial year. The Directors of the Company are responsible for the preparation and true and fair presentation of the Financial Report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the Financial Report. The Directors are also responsible for preparing the relevant reconciling information regarding the adjustments required under the Australian Accounting Standard AASB 1 First-time adoption of Australian equivalents to International Financial Reporting Standards. Audit approach We conducted an independent audit in order to express an opinion to the members of the Company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the Financial Report is free from material misstatement. The nature of an audit is infl uenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. We performed procedures to assess whether in all material respects the Financial Report presents fairly, in accordance with the Corporations Act 2001, Australian Accounting Standards and other mandatory fi nancial reporting requirements in Australia, a view which is consistent with our understanding of the Company’s and the Consolidated Entity’s fi nancial position, and of their performance as represented by the results of their operations and cash fl ows. We formed our audit opinion on the basis of these procedures performed, which included: • Examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the Financial Report, and • Assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of signifi cant accounting estimates made by the directors. While we considered the effectiveness of management’s internal control over fi nancial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls. Audit opinion In our opinion, the Financial Report of GWA International Ltd is in accordance with: (a) the Corporations Act 2001, including: i. giving a true and fair view of the Company’s and the Consolidated Entity’s fi nancial position as at 30 June 2006 and of their performance for the year ended on that date; and ii. complying with Accounting Standards in Australia and the Corporations Regulations 2001; and (b) other mandatory fi nancial reporting requirements in Australia. KPMG Mark Epper Partner Sydney, 15 August 2006 76 Financial Statements GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Other Statutory Information As at 15 August 2006 Statement of shareholding In accordance with the Australian Stock Exchange Listing Rules, the directors state that, as at 15 August 2006, the share capital in the company was held as follows:- Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Ordinary shareholders Ordinary shares 1,555 7,080 3,626 2,167 122 14,550 1,060,861 21,696,949 27,451,551 45,554,806 182,538,828 278,302,995 % 0.4 7.8 9.9 16.4 65.5 100.0 The number of shareholders with less than a marketable parcel of shares is 153. Voting rights The voting rights attached to shares are as set out in clause 10.20 of the company’s Constitution. Subject to that clause, at General Meetings of the company: 1. On a show of hands, every person present as a member, proxy, attorney or representative of a member has one vote; and 2. On a poll, every person present as a member, proxy, attorney or representative of a member, has one vote for each fully paid share. Substantial shareholders The following information is extracted from the company’s register of substantial shareholders as at 15 August 2006: Shareholder HGT Investments Pty Ltd Number of shares % of shares on issue 14,448,152 5.19 Other Statutory Information 77 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Other Statutory Information As at 15 August 2006 20 Largest shareholders Shareholder JP Morgan Nominees Australia Limited HGT Investments Pty Ltd National Nominees Limited Erand Pty Ltd KFA Investments Pty Ltd RBC Dexia Investor Services Australia Nominees Pty Limited (BKCUST A/C) CJZ Investments Pty Ltd JMB Investments Pty Ltd Ashberg Pty Ltd Citicorp Nominees Pty Limited Theme (No 3) Pty Ltd Australian Foundation Investment Company Limited Westpac Custodian Nominees Limited ITA Investments Pty Ltd Mr Barry Thornton and Mr Chris Hamlin (The Sharp Family A/C) Dabary Investments Pty Ltd Cogent Nominees Pty Limited ANZ Nominees Limited (Cash Income A/C) Harvest Home Holdings Pty Ltd Mr Michael John McFadyen (Michael McFadyen A/C) Number of Shares 14,708,023 14,448,152 10,280,559 9,898,229 9,863,817 9,755,670 9,700,651 8,800,425 8,198,000 7,514,060 7,201,160 6,612,136 5,674,906 5,152,338 4,740,033 3,398,961 3,306,758 2,869,642 2,586,416 2,497,990 % of Shares on Issue 5.28 5.19 3.69 3.56 3.54 3.51 3.49 3.16 2.95 2.70 2.59 2.38 2.04 1.85 1.70 1.22 1.19 1.03 0.93 0.90 Total 147,207,926 52.89 78 Other Statutory Information GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Shareholder Information Annual General Meeting The Annual General Meeting of GWA International Limited will be held in The Grand Ballroom, Stamford Plaza Brisbane, Cnr Edward and Margaret Streets Brisbane on Thursday 26 October 2006 commencing at 10:30 am. A Notice of Annual General Meeting and Proxy Form are enclosed with the Annual Report. Shareholder Enquiries Shareholders with enquiries about their shareholding or dividend payments should contact the company’s share registry, Computershare Investor Services Pty Ltd, on 1300 552 270 or write to GPO Box 523 Brisbane Queensland Australia 4001. Change of Address Shareholders who have changed their address should immediately notify the company’s share registry in writing. Consolidation of Shareholdings Shareholders who wish to consolidate their separate shareholdings into one holding should notify the company’s share registry in writing. Annual Reports If shareholders do not wish to continue receiving the Annual Report, please notify the company’s share registry in writing. Shareholders will still be sent the Notice of Annual General Meeting and other legally required information. The latest Annual Report can be accessed from the company’s website at www.gwail.com.au. Dividends Dividends are determined by the Board, having regard to the fi nancial circumstances of the company. A fi nal ordinary dividend of 8.0 cents per share, and a special dividend of 3.5 cents per share will be paid on 3 October 2006. The dividends will be 100% franked for Australian tax purposes at the corporate tax rate of 30%. Direct Credit of Dividends Dividends may be paid directly to a bank, building society or credit union account in Australia. Payments are electronically credited on the dividend payment date and confi rmed by an advice mailed to shareholders on that date. To ensure the prompt receipt of dividends, the company encourages shareholders to provide direct credit instructions. Direct credit application forms can be obtained from the company’s share registry. Dividend Reinvestment Plan and Share Purchase Plan Both Plans were suspended on 8 February 2000. Past support from shareholders has provided suffi cient funds to meet the growth needs of the company. Directors keep this position under review. Stock Exchange Listing The company’s shares are listed on the Australian Stock Exchange under the ASX code: GWT. Details of the trading activity of the company’s shares are published in most daily newspapers, generally under the abbreviation GWA Intl. Shareholder Information 79 GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT Shareholder Information Shareholder timetable 2006 30 June 15 August 15 September 22 September 3 October 24 October 26 October 31 December Financial year end Year end result and fi nal dividend announcement Record date for determining fi nal dividend entitlement Notice of Annual General Meeting, Proxy Form and Annual Report mailed to shareholders Final ordinary dividend and special dividend paid Proxy returns close 10:30 am Brisbane Annual General Meeting Half year end 80 Shareholder Information GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT > Corporate Directory > Directors > B Thornton, Chairman > J J Kennedy, Deputy Chairman > P C Crowley, Managing Director > D R Barry, Non-Executive Director > R M Anderson, Non-Executive Director > M D E Kriewaldt, Non-Executive Director > G J McGrath, Non-Executive Director Company Secretary > R J Thornton CA B Com (Acc) LLB (Hons) LLM Chief Financial Officer > E J Harrison CPA B Bus (Acc) > Registered Office Level 14 10 Market Street Brisbane QLD 4000 AUSTRALIA Telephone 61 7 3109 6000 Facsimile 61 7 3236 0522 www.gwail.com.au ASX code: GWT > Auditor KPMG > Head Office Locations > GWA INTERNATIONAL LIMITED Level 14 10 Market Street Brisbane QLD 4000 AUSTRALIA Telephone 61 7 3109 6000 Facsimile 61 7 3236 0522 Website www.gwail.com.au > CAROMA DORF 4 Ray Road Epping NSW 2121 AUSTRALIA Telephone 61 2 9202 7000 Facsimile 61 2 9869 0625 Websites www.caroma.com.au www.caroma.smartflush.com.au www.fowler.com.au www.stylus.com.au www.wisa-sanitair.com www.starion-industries.com www.dorf-clark.com.au > DUX MANUFACTURING LIMITED Collins Road Moss Vale NSW 2577 AUSTRALIA Telephone 61 2 4868 0200 Facsimile 61 2 4868 2014 Websites www.dux.com.au www.ecosmart.com.au 10 Shelley Street Sydney NSW 2000 AUSTRALIA > GAINSBOROUGH HARDWARE Telephone 61 2 9335 7000 Facsimile 61 2 9299 7077 > Share Registry Computershare Investor Services Pty Ltd Level 19 307 Queen Street Brisbane QLD 4000 AUSTRALIA GPO Box 523 Brisbane QLD 4001 AUSTRALIA Telephone 1300 552 270 Facsimile 61 7 3237 2152 www.computershare.com > Group Bankers BNP Paribas Citibank Commonwealth Bank of Australia National Australia Bank GWA INTERNATIONAL LIMITED ABN 15 055 964 380 INDUSTRIES LIMITED 190 Whitehorse Road Blackburn VIC 3130 AUSTRALIA Telephone 61 3 9877 1555 Facsimile 61 3 9894 1599 Website www.gainsboroughhardware.com.au > ROVER MOWERS LIMITED 155 Fison Avenue West Eagle Farm QLD 4009 AUSTRALIA Telephone 61 7 3213 0222 Facsimile 61 7 3868 1010 Website www.rovermowers.com.au > SEBEL FURNITURE LIMITED 96 Canterbury Road Bankstown NSW 2200 AUSTRALIA Telephone 61 2 9780 2222 Facsimile 61 2 9793 3152 Website www.sebel.com.au inside back cover INNOVATION = INNOVATION = FUTURE GROWTH FUTURE GROWTH G W A I N T E R N A T I O N A L L I M I T E D 2 0 0 5 / 0 6 A N N U A L R E P O R T I N N O V A T I O N = F U T U R E G R O W T H GWA INTERNATIONAL LIMITED ABN 15 055 964 380 Level 14 10 Mar ke t St reet Brisbane Queensland 4000 AUSTRALI A Telepho ne : 61 7 3 109 6000 Facsimile: 61 7 3236 0522 We bsite: w ww.gwail.com.au INNOVATION = FUTURE GROWTH 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 2005/06 ANNUAL REPORT GWA INTERNATIONAL LIMITED 

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