Gowest Gold Ltd.
Annual Report 2007

Plain-text annual report

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 7 A N N U A L R E P O R T GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED ABN 15 055 964 380 Level 14 10 Market Street Brisbane Queensland 4000 Australia Telephone: 61 7 3109 6000 Facsimile: 61 7 3236 0522 Website: www.gwail.com.au BUILT ON STRONG BRANDS 1 Performance Highlights 2 Chairman’s Review 5 Managing Director’s Review of Operations 10 Strategic Direction and Business Divisions 15 GWA Sustainability Story 18 Board of Directors 20 Corporate Governance Statement 29 Directors’ Report 38 Financial Statements 83 Other Statutory Information 85 Shareholder Information and Timetable 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 incorporating water saving technologies, 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. Dux has developed an extensive range of innovative environmental products to meet the changing regulatory requirements, and which assist in reducing domestic energy consumption. 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, importers and distributors of domestic and commercial lawn and garden care equipment. Sebel is at the forefront of Australian design, manufacture, import and distribution of quality commercial furniture and seating. GWA International Limited was listed on the Australian Securities Exchange in May 1993 and is one of Australia’s largest designers, manufacturers, importers and distributors of household consumer products. The Company is the owner of an extensive range of well-known brands including Caroma, Dorf, Fowler, Stylus, Clark, Radiant, Irwell, Dux, Gainsborough, Sebel and Rover, and is the exclusive Australian distributor of other brands including Hansa and KWC. 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. The Company is a significant Australian employer and has manufacturing facilities located throughout Australia. GWA International Limited invests significantly in research and new product development which has enabled the businesses to maximise opportunities in a competitive marketplace. The Company is committed to the research and development of innovative environmental products which provide sustainable solutions for reducing domestic and commercial water consumption, and greenhouse gas emissions. 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 long term shareholder wealth through improved business performance and the pursuit of further appropriate domestic acquisitions that add value to its existing businesses, and that support expansion into new markets. Mission Statement GWA International Limited’s primary objective is to grow shareholder wealth. This objective will be achieved by continuing to invest in the development of its people, new products and world leading technologies, to sustain and build premium profitability of its businesses over time. The Company’s core business segment is building fixtures and fittings which will focus on the research and development of innovative new products to maximise market opportunities for the businesses. The Company will continue to develop products which provide sustainable solutions for reducing domestic and commercial water consumption, and greenhouse gas emissions. GWA International Limited will grow the profitability of its businesses by investing for sustainable growth and adapting its business models for a changing market. The Company will continue the pursuit of appropriate domestic acquisitions that add value to its existing businesses, and that support expansion into new markets. CORPORATE DIRECTORY HEAD OFFICE LOCATIONS 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 W J Bartlett, Non-Executive Director Company Secretary R J Thornton, CA B Com (Acc) LLB (Hons) LLM Registered Office Level 14, 10 Market Street Brisbane QLD 4000 AUSTRALIA Telephone: 61 7 3109 6000 Facsimile: 61 7 3236 0522 Website: www.gwail.com.au ASX code: GWT Auditor KPMG 10 Shelley Street Sydney NSW 2000 AUSTRALIA 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 Website: www.computershare.com.au Group Bankers BNP Paribas Citibank Commonwealth Bank of Australia National Australia Bank 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 Telephone: 61 2 9202 7000 Facsimile: 61 2 9869 0625 Websites: www.caroma.com.au www.smartflush.com.au www.fowler.com.au www.stylus.com.au www.wisa-sanitair.com www.starion-industries.com www.dorf.com.au www.clark.com.au DUX MANUFACTURING LIMITED Lackey 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 GAINSBOROUGH HARDWARE INDUSTRIES LIMITED 31-33 Alfred Street 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 1 2006/07 YEAR PERFORMANCE HIGHLIGHTS • Sales revenue up 4.1% to $645.7 million • Trading earnings before interest and tax up 3.7% to $98.75 million • Trading earnings per share of 22.0 cents • Fully franked dividend of 22.0 cents per share (including 4.0 cents in special dividends) Five Year Financial Summary 2002/03 2003/04 2004/05 2005/06 2006/07 $’000 $’000 $’000 $’000 $’000 Revenue 666,525 677,393 626,866 619,989 645,669 Earnings before interest, tax, depreciation, amortisation and restructuring costs 120,426 131,564 130,067 117,617 118,533 (%) 18.1 19.4 20.7 19.0 18.4 Depreciation and amortisation 28,034 30,549 26,714 22,420 19,779 Earnings before interest, tax and restructuring costs (%) Interest (net) Trading profit before tax (%) Tax expense (%) 92,392 101,015 103,353 95,197 98,754 13.9 13,816 78,576 11.8 14.9 12,614 88,401 13.1 16.5 11,137 92,216 14.7 15.4 11,490 83,707 13.5 15.3 12,366 86,388 13.4 23,569 26,348 28,328 23,628 24,975 30.0 29.8 30.7 28.2 28.9 Trading profit after tax 55,007 62,053 63,888 60,079 61,413 Restructuring costs after tax - - - 3,227 5,095 Net profit after tax 55,007 62,053 63,888 56,852 56,318 Net cash flow provided from operating activities before debt cost and tax Capital expenditure Research and development Net debt Shareholders’ equity Other Ratios and Statistics 128,200 162,104 130,157 24,392 5,770 20,579 5,485 21,331 6,488 98,234 30,966 5,775 63,584 21,516 5,360 207,678 159,451 161,706 141,000 191,146 413,787 428,510 409,546 411,968 408,802 Return on shareholders’ equity (%) Interest cover Net debt / equity Earnings per share Trading earnings per share Ordinary dividend per share Special dividend per share (times) (%) (cents) (cents) (cents) (cents) Total dividend per share (cents) Franking Ordinary dividend payout ratio Share price (30 June) Dividend yield (total dividend) (%) (%) ($) (%) 13.3 6.7 50.2 19.8 19.8 15.5 2.5 18.0 100 78.3 2.70 6.7 14.5 8.0 37.2 22.3 22.3 18.0 2.5 20.5 100 80.7 2.95 6.9 15.6 9.3 39.5 23.0 23.0 18.0 4.5 22.5 100 78.3 2.92 7.7 13.8 8.3 34.2 20.4 21.6 18.0 3.5 21.5 100 88.2 3.11 6.9 13.8 8.0 46.8 20.2 22.0 18.0 4.0 22.0 100 89.1 4.42 5.0 Number of employees 2,646 2,565 2,474 2,226 1,957 Note: EBIT for financial years 2003 and 2004 has been calculated in accordance with previous Australian GAAP. EBIT for financial years 2005 to 2007 has been calculated in accordance with Australian equivalents to IFRS (AIFRS). 2 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT CHAIRMAN’S REVIEW A sound financial performance was achieved for the 2006/07 financial year against the backdrop of the extensive restructuring activities of the Group’s businesses and a continued soft domestic dwelling construction and renovation market. The decline in market demand, particularly in the major markets of New South Wales and Victoria, together with rising business input costs contributed to difficult domestic market conditions during the year. Importantly, the Group is beginning to realise the benefits of the restructuring activities undertaken to date to reduce costs and improve the long term competitiveness and profitability of the businesses. The Group achieved a trading profit after tax of $61.4 million for the 2006/07 year on sales revenue of $645.7 million. Restructuring expenses after tax of $5.1 million were incurred during the year, reducing net profit after tax to $56.3 million. Trading earnings before interest and tax of $98.75 million represents a 3.7% increase from the prior year, and was in line with guidance provided to the market in February 2007. This is a commendable financial result and demonstrates the strength of the Group’s core building fixtures and fittings businesses in challenging market conditions. DIVIDENDS The Board recognises the importance of fully franked cash dividends to shareholders, and aims to increase ordinary dividends in line with growth in trading profitability. The sound financial performance for the 2006/07 year has enabled the Board to declare a final fully franked dividend of 10.5 cents per share comprising an ordinary dividend of 8.0 cents per share and a special dividend of 2.5 cents per share, which will be paid in October 2007. Together with the interim dividend of 11.5 cents per share paid in April 2007, this brings the total dividend for the 2006/07 year to 22.0 cents per share which represents an after tax yield of 5.0% based on the closing share price at 30 June of $4.42. The payment of further special dividends of in total 4.0 cents per share for the 2006/07 year continues the Group’s impressive track record in delivering fully franked special dividends to shareholders. In this regard, a total of 17.0 cents per share in fully franked special dividends has been paid to shareholders in the past 5 years. The Group will give consideration to further special dividends and other capital management initiatives in future periods as a means of distributing surplus cash and franking credits to shareholders. The Dividend Reinvestment and Share Purchase Plans remain suspended, but the Board will give consideration to the re-introduction of these plans when a major acquisition is undertaken. RESTRUCTURING ACTIVITIES The Group has realised opportunities to restructure the businesses aimed at reducing costs and creating further competitive advantage. These activities will increase shareholder wealth into the future through improved business performance, and the Group is beginning to realise the benefits of these changes as demonstrated by the sound financial result for the 2006/07 year in difficult market conditions. Some of the restructuring activities undertaken to date include the following: • • • • • • Upgrade of the Caroma sanitaryware factory at Wetherill Park, including the significant investment in plant automation and a new Caroma Dorf National Distribution Centre; Closure of the sanitaryware factory at Coburg and the movement of the production to the upgraded Wetherill Park factory; The establishment of a wholly-owned China subsidiary, GWA Trading (Shanghai) Co Ltd, to provide sourcing and quality assurance services to the Australian businesses; Closure of the Dorf tapware factory at Penrith with the movement of production to overseas suppliers; Closure of the Rover lawn mower assembly operation at Eagle Farm with the activities moved to overseas suppliers; and Closure of the acrylic bath and shower tray factory at Smithfield with product sourced from overseas suppliers. Barry Thornton Chairman 3 The restructuring activities are an ongoing transformation process of the businesses to meet the challenges of the changing market place. Opportunities will be considered for further restructuring activities in future periods that are consistent with the Group’s strategic objectives. The restructuring activities undertaken to date will place the Group in a strong position when the domestic dwelling construction and renovation market recovers in future periods. PRODUCT INNOVATIONS The Group is a significant investor in research and new product development. This has enabled the Group to remain at the forefront of product innovation, particularly in the area of water efficiency through dual flush sanitaryware and tapware products developed by the Caroma Dorf business. It is well known that Caroma was the first sanitaryware company in the world to introduce dual flush technology, and continues to lead the market in developing water efficient dual flush sanitaryware and tapware products. Recent examples include Caroma Smartflush which was the first Water Efficiency Labelling Standards (WELS) 4A rated dual flush sanitaryware product on the market, and Caroma Profile with Integrated Hand Basin which was developed in collaboration with the Brisbane City Council and was the first WELS 5A rated dual flush sanitaryware product on the market. In May 2007, Caroma Dorf was the inaugural recipient of the Standards Australia Award for Excellence in Sustainable Design for the Caroma H2Zero Cube Urinal. This product is a waterless urinal and has the potential to save billions of litres of water, further enhancing Caroma Dorf’s environmental credentials. Caroma Dorf continues to work with all levels of Government in Australia and its overseas markets in developing solutions to reduce domestic and commercial water consumption. In this regard, Caroma Dorf has assisted with consumer and commercial retrofit programs of water efficient dual flush toilets and tapware. These measures have had a substantial impact on reducing domestic and commercial water consumption which in turn has reduced pressure on the country’s water infrastructure. This is an immediate solution to address this critical water shortage problem, rather than infrastructure solutions which can take many years to have an impact. The Board is proud of Caroma Dorf’s achievements in developing sustainable solutions through the development of innovative products incorporating world leading water saving technologies. The Board is committed to the significant investment in research and development to maintain Caroma Dorf’s position as the market leader in water efficient sanitaryware and tapware. For further information on the Group’s environmental product innovations, I refer you to page 15 of the Annual Report. CORPORATE GOVERNANCE The Board of GWA International Limited comprises long serving directors who have overseen the growth of the Company since listing. A stable and effective Board is critical to a successful business, and is particularly important during the current Group restructuring activities. Succession plans have been developed by the Board for the future retirement plans of individual Board members, whilst ensuring the necessary skills and experience are maintained on the Board. In accordance with the Board’s succession plans, Mr Bill Bartlett joined the Board of GWA International Limited on 21 February 2007. Mr Bartlett is a valuable addition to the Board and his skills and experience as a company director will ensure that shareholders are well served by his appointment. Mr Bartlett is a Fellow of the Institute of Chartered Accountants and has been appointed a member of the Audit Committee. Mr Bartlett will hold office until the 2007 Annual General Meeting where he will be eligible for re-election. The Board continues to review and monitor the corporate governance practices of the Group to ensure that current good practice is maintained. A review will be conducted on the corporate governance practices in light of the recent release of the revised ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. The Group will report by reference to these revised guidelines in next year’s Annual Report. For a comprehensive overview of the Group’s corporate governance practices, I refer you to page 20 of the Annual Report. STAFF DEVELOPMENT The Board recognises the benefits to the Group from investing in the development of staff to improve productivity and individual skills. During the year, the Group has continued the investment in the GWA Leadership Development Program in 4 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT conjunction with Monash University. The program’s objectives are to identify and develop talent within the organisation for the benefit of both the Group’s businesses and the individuals. The Board views the program as critical in developing future leaders in the organisation which is essential to the Group’s future success. STRATEGIC DIRECTION The sound financial performance for the 2006/07 year demonstrates the strength of the Group’s core building fixtures and fittings businesses in a difficult operating environment. Based on recent housing indicators, it is unlikely there will be a sustained recovery in domestic dwelling construction during the 2007/08 year. Together with the recent interest rate increases, rising business input costs and record low housing affordability, this means a continued difficult operating environment for the Group’s core businesses. The upturn in the domestic dwelling construction market is forecast to commence during the 2008/09 year, and the introduction of Federal and State Government initiatives to address the housing affordability problem will assist the recovery. I am confident that the Group’s businesses are well managed with good prospects for growth, and can build on the sound financial performance of the 2006/07 year as the domestic dwelling construction market recovers. The restructuring activities undertaken by the Group to date will underpin the future success of the business and provide the Group with flexibility in meeting the needs of a changing market place. The Group is beginning to realise the benefits of the restructuring activities, as evidenced by the sound financial performance for the 2006/07 year in difficult market conditions. The full benefits of the restructuring activities will be realised over future periods and will add to shareholder wealth in the long term. During the year, the Group announced that following a strategic review, the Sebel Furniture and Rover Mowers businesses would be divested. These businesses are small contributors to Group profitability and are non-core in the Group’s business portfolio. To date, the Group has been unsuccessful in divesting the businesses, and the opportunity has been taken to restructure the businesses to improve their competitiveness and profitability. The Group is focused on maximising the long term profitability of its businesses, which are all well established businesses with strong brand names and market positions. The Group is committed to acquiring another major domestic business division or bolt-on acquisitions to add value to the existing core businesses and to support expansion into new markets. The Group will continue to review and evaluate potential acquisitions, but will only proceed with acquisitions which are in the best interests of shareholders. In closing, I would like to thank management and staff for their contributions towards the commendable 2006/07 year financial result. The Group has undergone significant change over the past few years and I am confident that the Group will realise the benefits of the changes in future periods through the generation of increasing shareholder returns. B Thornton Chairman Trading Earnings Per Share cents 25 20 15 10 5 0 02/03 03/04 04/05 05/06 06/07 Dividend Per Share cents 25 20 15 10 5 0 02/03 03/04 04/05 05/06 06/07 Ordinary Dividend Special Dividend 5 Peter Crowley Managing Director MANAGING DIRECTOR’S REVIEW OF OPERATIONS The GWA Group has recorded a sound trading result for the 2006/07 year in tight domestic trading conditions and has completed further business restructuring for sustainable cost competitiveness. The trading highlights for the year were the performances of the Caroma Dorf and Gainsborough businesses in a market where new dwelling completions tightened further and raw material costs rose significantly, with this impact being partly offset by the rising Australian dollar. Following on the extensive business transformation initiatives of the prior year, two further supply reorganisation opportunities were realised during the year. The continuing development of international supply markets enabled Rover to access sustainably lower cost supply from China, and Rover closed its mower production facility at the end of the 2006/07 season. In the first half of the year, Caroma Dorf transferred production of its acrylic products, baths and shower trays, to manufacturers of greater scale in China. The Group’s overall trading performance for the year demonstrates the value of scale and market position which is being leveraged with supply restructuring to build sustainable total cost competitiveness. The year’s result also highlights the impact of industry change with the trading results of both Rover and Dux being significantly reduced on the prior year. The 2006/07 year is the third consecutive year of reduced domestic demand from dwelling construction and the Group’s businesses have contributed sound earnings through this tight trading period in changing markets whilst also delivering extensive successful business restructuring. The Group’s businesses expected a challenging trading environment for the 2006/07 year with continued low levels of domestic dwelling construction, legislation driven market change in the hot water business and rising raw materials and energy prices. 2006/07 TRADING EBIT UP 3.7% TO $98.75 million Trading EBIT for the Group of $98.75 million was a pleasing result on sales revenue of $645.7 million up 4.1% on the prior year. Property rentals increased in the year with the sale and leaseback of Sebel’s Bankstown site at a rental of $1.8 million for the 2006/07 year. 2006/07 2005/06 $M $M Trading EBIT Trading Profit after Tax Reorganisation costs net of tax Profit after Tax 98.75 61.4 (5.1) 56.3 95.2 60.1 (3.2) 56.9 The growth in sales revenue was in the Building Fixtures and Fittings segment. Sebel recorded sales in line with the prior year and Rover’s sales reduced on lower market demand in the drought season. Building Fixtures & Fittings Sebel Rover $M $M $M Total $M Sales revenue 2006/07 2005/06 555.6 57.0 33.1 645.7 523.1 56.7 40.2 620.0 The sales revenue for Building Fixtures and Fittings was a very good result including revenue growth in hot water flowing from environmental products. Sales growth in Caroma Dorf and Gainsborough was in a market where dwelling construction was at low levels for the third consecutive year. 2003/04 2004/05 2005/06 2006/07 Dwelling construction Starts 172,400 157,500 150,600 149,300 Completions 157,900 160,600 155,800 147,400 Sales revenue includes increases in selling prices as rising product costs are being recovered in market prices. 6 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT 2006/07 $000’s 2005/06 $000’s Interest paid Interest received Interest Net 18,084 (5,718) 12,366 17,586 (6,096) 11,490 Borrowing costs, net of interest income, increased over the prior year by 7.6%. The effect of increased interest rates was partly offset by the interest rate swaps in place during the year. Interest income was reduced by a repayment of borrowings from funds on deposit during the year, also reducing interest expense, and the lower funds on deposit flowing principally from an increase in working capital across the year. Income tax expense for the year, and in the prior year, benefited from recoveries of past capital losses, consequent to the capital gains flowing from the sale of properties under the business reorganisation initiatives. Profit after tax of $56.3 million is after the expensing of reorganisation costs net of tax of $5.1 million. CASH FLOW Net cash from operating activities was $28.3 million for the year and this result is net of cash expenditures relating to reorganisation costs of $12.1 million. Trading cash flow from operations was reduced for the year by the increase in stocks across the Group’s businesses of $32.9 million. Cash receipts from customers of $714.4 million was 4.5% above the prior year reflecting the sound debtors management performance. New plant capital expenditures of $18.2 million were well below the prior year’s $30.2 million which included the Wetherill Park warehouse construction costs. OPERATING PERFORMANCE Strong sales revenue and trading EBIT results were achieved even though the difficult domestic trading conditions of the first half continued through the full year across the Group’s businesses. Caroma Dorf and Gainsborough recorded strong sales performances in these trading conditions contributing increased profits over the prior year. Caroma Dorf is continuing to implement initiatives aimed at strengthening total cost competitiveness and extending market reach, through leveraging on the supply reorganisation and investment of prior years. The Group’s European business, Wisa, performed strongly in the 2006/07 year growing sales revenue by 23% and recording an increased profit also in tight market conditions. Caroma Dorf’s international business in North America continues to realise its opportunities for growth within niche market segments with all product now competitively supplied ex Asia. Dux, the Group’s hot water business, suffered a significant decline in profit contribution for the year even though sales revenue increased by 7.9%. The changes in market demand flowing from energy conservation legislation are reducing market sales of electric water heaters and whilst sales of environmental products are growing, the profitability of these new products was reduced by a number of factors. The severe fall in the market value of Renewable Energy Certificates in the first half impacted on profitability, combined with the development expenditures and increased marketing and distribution costs of these new products. The expanded product range and more complex supply channels also resulted in higher stock levels which will be reduced to a sustainably lower level in the 2007/08 year. Going forward higher stock levels is one outcome of these changes in the hot water industry. The Rover business has been transforming to meet the new challenges of its industry. Rover’s profitability suffered from the impacts of further reduction in industry margins as imports benefited from the rising exchange rate combined with the impact on demand of the drought. At the end of the season, Rover closed its mower production facility and its products will be cost competitively produced in China. To reflect this outsourcing for both its domestic and international markets, mower stocks have been increased at year end and these stocks will progressively reduce over the 2007/08 selling season. The early winter rains stimulated sales in May and June and Rover has now established a strong cost competitive position going forward, however, industry profitability is likely to remain at a low level in the 2007/08 year. In the 2005/06 year, Sebel, the Group’s commercial furniture business, reorganised supply of its timber and metal products and also sold and leased back its Bankstown site, preparatory to relocating. The 2006/07 year profit contribution is reduced by this leasing cost with assets employed significantly lower. This business contributed a sound sales result, in line with the prior year, with the weakness of its core New South Wales market offsetting growth in other markets. A strong international sales result was achieved even though 7 competitiveness in these markets was impacted by the rising Australian dollar. INVESTMENT IN FUTURE PERFORMANCE In the 2006/07 year, the Group has realised opportunities to improve cost competitiveness and build competitive advantage through further restructuring. The Group’s businesses are continuing to invest with new plant capital expenditure projects approved in the year of $9 million. RESTRUCTURING In the first half of the year, Caroma Dorf ceased manufacturing acrylic products (baths, shower trays) at the leased Smithfield site. Remaining activities at this site will be progressively relocated prior to termination of the lease in the 2007/08 year. Acrylic products are now entirely sourced cost competitively from Asia. The mower manufacturing facilities of Rover at Eagle Farm were closed in the second half. The Rover business is now transformed to a significantly lower investment base with competitive operating costs in this highly price competitive market. The cost incurred in these reorganisation activities in the 2006/07 year were $7.3 million and this cost was expensed in the year’s results. OVERSEAS SOURCING SERVICE GWA Trading (Shanghai) Co. Ltd, the Group’s operating entity in China, has expanded its resources and scope through the 2006/07 year to meet the growing needs of the Group’s businesses within China and the Asia region. This Company now employs 24 personnel in quality assurance, vendor management and trading. NEW PRODUCT DEVELOPMENT Each of the Group’s businesses conducts ongoing research and product development. In the 2006/07 year Caroma’s H2Zero Cube waterless urinal won the Award for Excellence in Sustainable Design at the Australian Design Awards. This product features another successful innovation in Caroma’s long history of the development of water saving Sanitaryware products. In April 2007, Caroma Dorf launched the first toilet suite in Australia to achieve a WELS 5 star rating. The Caroma ProfileTM Toilet Suite with Integrated Hand Basin is an all-in one toilet, basin and tapware system. The Profile incorporates an innovative system whereby water used for hand washing is re-used to fill the toilet’s cistern following flushing. The flush cycle activation controls the flow of fresh water through the basin tap allowing time for thorough hand washing before the water fills the cistern tank. This product offers upwards of a 70% water saving when compared with older style toilet suites used in combination with a separate hand basin and tap. INFORMATION TECHNOLOGY Caroma Dorf is currently preparing for the implementation of the Movex Enterprise Resource Planning systems and the amount expended during the 2006/07 year of $2.7 million has been capitalised to Intangibles in the financial accounts. The Movex system will be progressively implemented through Caroma Dorf’s activities and subsequently across the Group’s other businesses. TALENT IDENTIFICATION AND DEVELOPMENT The collaboration with Monash University, which commenced in the 2004/05 year, has successfully progressed further in the current year with more than 150 senior staff having participated in the programs conducted to date. EMPLOYEE HEALTH AND SAFETY The Group’s OH&S information systems were successfully upgraded during the 2006/07 year and these improved systems are assisting to identify areas of risk and to track the actions implemented to mitigate these risks, and also to improve the reporting and escalation of priority risks. The Group’s businesses have undertaken capital projects to mitigate identified risks and management recognise the challenges in creating and maintaining the workplace behaviour and management emphasis required to achieve a safe working environment. ENVIRONMENTAL SUSTAINABILITY The Company is committed to reducing energy and water usage. By way of example, during the 2006/07 year Gainsborough has reduced liquid waste by 22.7%, solid waste by 13.4% and water usage by 38.7%. Capital expenditure has recently been approved for two major recycling initiatives at Caroma’s Wetherill Park factory. The first involves the recycling of water on site to be used for both process and cleaning activities. When commissioned in February 2008 an estimated 166,000 litres per day of water will be saved and recycled. The second initiative involves the recycling of the glaze over-spray. This will reduce glaze use by 30% (approximately 500 tonnes per year), which in turn will further reduce water use and solid waste disposal. 8 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT HOUSING INDICATORS s r e b m u N y l r a e Y 200,000 180,000 160,000 140,000 120,000 100,000 6 9 n u J 7 9 n u J 8 9 n u J 9 9 n u J 0 0 n u J 1 0 n u J 2 0 n u J 3 0 n u J 4 0 n u J 5 0 n u J 6 0 n u J ) f ( 7 0 n u J ) f ( 8 0 n u J ) f ( 9 0 n u J ) f ( 0 1 n u J ) f ( 1 1 n u J Source: BIS Shrapnel Commencements Completions Approvals OUTLOOK FOR THE 2007/08 YEAR The strong and improving trading performance of the Group’s Building Fixtures and Fittings segment and, in particular, the Caroma Dorf business will underpin another sound performance for the Group in the 2007/08 year. I expect some recovery in the trading performance of Dux and Rover over the reduced contributions of the 2006/07 year and also expect the Gainsborough and Sebel businesses to contribute sound results for the 2007/08 year. Dwelling commencements are forecast to weaken further in the 2007/08 year. No real improvement in dwelling construction activity is expected until the 2008/09 year. With the benefit of major restructuring initiatives flowing through the business, I expect that Trading EBIT for the 2007/08 year will exceed the 2006/07 result of $98.75 million. The Group’s businesses continue to consider and evaluate further opportunities for restructuring and the Group’s 2007/08 profit after tax may be reduced by such initiatives with the benefits boosting profitability in future years. LONGER TERM OUTLOOK The current growth in profitability of the GWA Group has been generated from the Building Fixtures and Fittings segment and, within that segment, principally by the Caroma Dorf business. Dwelling construction and renovation activity are major drivers of market demand for this segment. The level of dwelling construction has been at low levels relative to underlying demand for the last three years and is expected to remain so through the 2007/08 year. Dwelling completions are forecast to grow from the 2008/09 year as illustrated in the chart above and this recovery will be positive to the Group’s longer term outlook. The findings of the recent census suggest that underlying demand may be near 180,000 new dwellings per annum whereas dwelling starts in the 2006/07 year were slightly under 150,000 dwellings.The current and ongoing water crisis in Australia and other countries provides a significant market opportunity for Caroma Dorf, which is recognised as a world leader in the development and sale of water efficient plumbing products. Community, business and Government stakeholders are all increasing their efforts to replace inefficient toilets, showers and tapware, as water demand management is recognised as the critical first step in the execution of large scale water capital programs. The community water grants program has seen hundreds of schools replace inefficient products, with many hundreds still to go. Businesses are increasingly adopting a “green“ position and retrofitting their bathrooms and washrooms. All levels of Government and water authorities are developing and implementing aggressive demand management plans that target product replacement, and consumers are showing a real willingness to support the changes. We expect retrofitting of inefficient toilets, tapware and showers will gain momentum over the coming years. The benefits of the Group’s extensive business reorganisation initiatives which have strengthened cost competitiveness and competitive advantage will enable the Company to harness the market positions of the businesses to grow domestic market profitability in the long term. The Company also has opportunities in international markets which, with the sustainable low cost supply established through supply reorganisation, offer profitable growth in niche market segments. 9 GWA International Limited continues to strengthen its strong financial position and is in a position to acquire businesses complementary to our core activities and also to invest further in our industries and markets. I remain confident that the Company has the growth opportunities to continue to build shareholder wealth through both profitable growth from the current portfolio of businesses and through further acquisitions as opportunities arise. FINANCIAL CONDITION The Group’s financial condition remains strong with Cash Assets of $80.4 million at balance date. During the 2006/07 year, Cash Assets reduced with increases in working capital, principally higher levels of stock and the repayment of $25 million in borrowings. The increased stock levels result from a number of factors and include both short term, related to supply restructuring initiatives, and underlying, reflecting expanded product range requirements. Stock levels will reduce through the 2007/08 year from the current high levels. The major expenditures in the current year were with respect to the factory upgrade project at Wetherill Park and further investment in this factory is committed for the 2007/08 year. The Company paid $64 million in dividends in the 2006/07 year, all fully franked. The balance of franking credits at year end was $30.2 million and the Company remains in a position to continue to pay fully franked ordinary and special dividends. During the year, the Group’s businesses expended $12.1 million in cash relating to business reorganisation initiatives, having expended $10.6 million in the prior year. These cash expenditures have been funded from the Group’s operating cash flow. 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 $260 million Euro €7.3 million These loans and other facilities are extended annually under 2 year and 3 year evergreen arrangements. Over the 2006/07 year the Company held interest rate swaps totalling $125 million at rates between 5.50% and 5.67% and these swaps have deferred the impact of domestic interest rate rises through the year on the amount of the swaps. The major proportion of these swaps will expire in the 2007/08 year in the period August 2007 to November 2007. The Group’s businesses enter into foreign currency hedges with respect to purchases of goods. At balance date the Group held forward exchange contracts principally in US dollars. The ratio undertakings under the Master Financing Agreement have been comfortably met throughout the 2006/07 year and the Group has maintained the capability to increase borrowings to fund acquisition opportunities. In the 2006/07 year, the Company issued 1.6 million ordinary shares with respect to an employee share issue which added $6.2 million to share capital. At balance date, 3.4 million shares were on issue under the scheme with a nominal loan value of $9.6 million. SUMMARY The 2006/07 year has been challenging for the Group’s businesses and the trading results have been very pleasing in the context of the scope and scale of business restructuring and industry change. The domestic dwelling construction market has now operated at low levels for the past three years and the increasing interest rates and low housing affordability environment can be expected to hold back any recovery through the 2007/08 year. With underlying demand for new dwellings estimated at up to 180,000 per annum, I am confident that dwelling construction levels will increase progressively and sustainably to the level of underlying demand in the medium term. The Company’s management and staff have achieved sound trading results whilst strengthening the Group’s businesses through restructuring initiatives, and further benefits of these initiatives are expected to flow through to profitability in the near term. I am confident that the improved cost competitiveness and strong market positions of the Group’s businesses will contribute sustainable and profitable growth going forward for the benefit of our shareholders, customers and staff. P C Crowley Managing Director 10 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT STRATEGIC DIRECTION AND BUSINESS DIVISIONS Business Division Business Description Main Products and Sevices Major Brands 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 incorporating water saving technologies, and is the market leader in water efficient sanitaryware and tapware 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, Dorf, Fowler, Stylus, Clark, Radiant, Irwell, Wisa Exclusive: Hansa, Keuco, Schell, KWC, Virtu Operating Locations Australia, New Zealand, North America, Europe, China Major Markets New dwellings, renovation, replacement and commercial markets in Australia, New Zealand and selected international markets Strategic Direction Head Office Location Caroma Dorf will maintain leadership in the domestic market through its investment in the research and development of innovative products incorporating water saving technologies. Caroma Dorf is world leading in water efficient sanitaryware and tapware and will continue to work with authorities in Australia and its overseas markets in developing solutions for reducing domestic and commercial water consumption Caroma Dorf 4 Ray Road EPPING NSW 2121 Telephone: 61 2 9202 7000 Facsimile: 61 2 9869 0625 Websites: www.caroma.com.au www.dorf.com.au www.stylus.com.au www.wisa-sanitair.com www.smartflush.com.au www.fowler.com.au www.clark.com.au www.starion-industries.com 11 GWA International Limited’s primary objective is to grow shareholder wealth. This objective will be achieved by continuing to invest in the development of its people, new products and world leading technologies, to sustain and build premium profitability of its businesses over time. Business Division Business Description 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. Dux has developed an extensive range of innovative environmental products to meet the changing regulatory requirements, and which assist in reducing domestic energy consumption Main Products and Sevices Range of hot water systems including mains pressure gas and electric storage, continuous flow gas, electric and gas boosted solar and heat pump products Major Brands Owned: Dux, EcoSmart Operating Locations Australia, overseas distributors Major Markets Dux participates actively in the new home and replacement markets. The primary market for hot water systems is the replacement or breakdown market Strategic Direction Head Office Location Dux will continue to focus on improving business performance by developing new innovative environmental products to meet emerging market requirements and regulations, and that will assist in reducing domestic energy consumption. Dux will continue to strengthen its key customer relationships, and reduce costs through improved factory performance and selective sourcing of products and components Dux Manufacturing Limited Lackey 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 12 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT STRATEGIC DIRECTION AND BUSINESS DIVISIONS Business Division Business Description 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 Main Products and Sevices Major Brands A comprehensive range of door hardware comprising door handles (knobs and levers), door locks, door closers, hinges and other metal door accessories Owned: Gainsborough, Trilock, Homecraft, Stronghold Series, Contractor Series, In Style, Mode, Aspect Operating Locations Australia, New Zealand, export markets Major Markets Main Products Strategic Direction and Sevice Domestic home builders, DIY and building projects, commercial buildings and multi-dwelling developments Dux is an Australia designer, manufacturer, importer and distributor of a range of Gainsborough’s strategic direction encompasses the development of additional hot water systems. The range includes mains pressure gas and electric storage, door hardware products to suit domestic buildings, continued development of continuous flow gas, electric and gas boosted solar and heat pump products. commercial markets and development of export markets Brand Names Dux, Ecosmart Operating Locations Australia, overseas distributors Major Markets Head Office Location Strategic Direction Dux participates actively in the new home and replacement markets. However, the Gainsborough Hardware Industries Limited primary market for hot water systems is the replacement or breakdown market 31-33 Alfred Street Blackburn VIC 3130 Dux will continue to focus on improving business performance by developing new AUSTRALIA environmentally friendly products to meet emerging market requirements and Telephone: 61 3 9877 1555 regulations, strengthening key customer service to drive slaes through increased Facsimile: 61 3 9894 1599 market share. Current export markets will also be expanded, with the division pursuing Website: www.gainsboroughhardware.com.au opportunities in education and stadia markets overseas 13 GWA International Limited invests significantly in research and new product development which has enabled the businesses to maximise opportunities in a competitive marketplace. The Company is committed to the research and development of innovative environmental products which provide sustainable solutions for reducing domestic and commercial water consumption, and greenhouse gas emissions. Business Division Business Division Main Products and Sevice Dux is an Australia 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. Brand Names Dux, Ecosmart Operating Locations Australia, overseas distributors Major Markets Business Description Strategic Direction Main Products and Sevices Dux participates actively in the new home and replacement markets. However, the Rover is a leading Australian designer, importer and distributor of domestic and primary market for hot water systems is the replacement or breakdown market commercial lawn and garden care equipment 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 service to drive slaes through increased market share. Current export markets will also be expanded, with the division pursuing opportunities in education and stadia markets overseas Range of walk-behind and ride-on mower equipment, garden chip and shred products and spare parts Business Division Major Brands Owned: Rover Operating Locations Australia, overseas distributors Major Markets Domestic and commercial lawn care and garden products and equipment, marketed in over 35 countries Main Products Strategic Direction and Sevice Dux is an Australia designer, manufacturer, importer and distributor of a range of Rover will continue to target market growth segments in Australia and overseas hot water systems. The range includes mains pressure gas and electric storage, through its focus on new product development and its relationships with its key continuous flow gas, electric and gas boosted solar and heat pump products. customers Brand Names Dux, Ecosmart Operating Locations Australia, overseas distributors Major Markets Head Office Location Strategic Direction Dux participates actively in the new home and replacement markets. However, the Rover Mowers Limited primary market for hot water systems is the replacement or breakdown market 155 Fison Avenue West Eagle Farm QLD 4009 Dux will continue to focus on improving business performance by developing new AUSTRALIA environmentally friendly products to meet emerging market requirements and Telephone: 61 7 3213 0222 regulations, strengthening key customer service to drive slaes through increased Facsimile: 61 7 3868 1010 market share. Current export markets will also be expanded, with the division pursuing Website: www.rovermowers.com.au opportunities in education and stadia markets overseas 14 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT STRATEGIC DIRECTION AND BUSINESS DIVISIONS Business Division Business Description Sebel is at the forefront of Australian design, manufacture, import and distribution of quality commercial furniture and seating Main Products and Sevices Broad range of 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 Major Brands Owned: Sebel Operating Locations Australia, New Zealand, Hong Kong, United Kingdom, export markets Major Markets Main Products Strategic Direction and Sevice Brand Names Entertainment, hospitality, healthcare, public seating, sports stadia, corporate and educational markets. Sells direct to builders, developers, clubs and hotels Dux is an Australia designer, manufacturer, importer and distributor of a range of As well as its strong emphasis on new product development, Sebel will continue to hot water systems. The range includes mains pressure gas and electric storage, pursue traditional markets using its strong brand name and good customer service continuous flow gas, electric and gas boosted solar and heat pump products. to drive sales through increased market share. Current export markets will also be expanded, with the division pursuing opportunities in education and stadia Dux, Ecosmart markets overseas Operating Locations Australia, overseas distributors Major Markets Head Office Location Strategic Direction Dux participates actively in the new home and replacement markets. However, the Sebel Furniture Limited primary market for hot water systems is the replacement or breakdown market 96 Canterbury Road Bankstown NSW 2200 Dux will continue to focus on improving business performance by developing new AUSTRALIA environmentally friendly products to meet emerging market requirements and Telephone: 61 2 9780 2222 regulations, strengthening key customer service to drive slaes through increased Facsimile: 61 2 9793 3152 market share. Current export markets will also be expanded, with the division pursuing Website: www.sebel.com.au opportunities in education and stadia markets overseas 15 THE GWA SUSTAINABILITY STORY Leading the way in eco efficient technology SAVING WATER FROM THE BEGINNING Caroma Dorf has always been at the forefront of product innovation, corporate responsibility and the development of environmentally sound technologies. A long-standing commitment to helping Australians save water has made Caroma Dorf an international market leader in the development of water efficient products. A HISTORY OF WATER SAVING INNOVATION Over the last 25 years, as shown in the below chart, Caroma has designed toilets that have progressively reduced water consumption, from the 11/6 litre, to the 9/4.5 litre, to the 6/3 litre dual flush to today’s Caroma Smartflush®, Australia’s first 4.5/3 litre dual flush toilet, which can save the average household 35,000 litres of water per year. CAROMA DORF ECO LOGICAL SOLUTIONS Given the nature of our product portfolio, Caroma Dorf has a vested interest in ongoing water saving opportunities. Devising sustainable solutions for homes and businesses is key to our market positioning, whilst ensuring we maintain a leadership position in water saving product innovation. With around 156,000 new dwellings built in Australia every year, there remains an existing stock of seven million dwellings where there is significant potential to replace inefficient fittings and appliances with the latest water efficient technologies. The practise of retrofitting inefficient toilets and urinals is often overlooked or considered too hard, as part of a ‘demand management’ water saving strategy, both within the community and within various levels of government. It is Caroma Dorf’s endeavour to change this perception by devising fully installed solutions that can easily be adopted and implemented by the relevant party resulting in greater levels of water saving, as flushing a toilet involves no behavioural changes and the savings are immediate and profound. Ongoing government lobbying to recognise the potential water saving benefits of retrofitting and as a result legislate the mandatory retrofitting of water saving products and innovations in established households, is a key objective of our sustainability business. ECO LOGICAL SOLUTIONS To support the development of our sustainability business, a dedicated team has been appointed both at a national and state level to drive the new initiatives. A Caroma Dorf Eco Logical SolutionsTM brand platform has been devised to sell the concept at a high level. ECO LOGICAL SOLUTIONS CASE STUDIES Locally • • • Queanbeyan Council utilised Caroma dual flush toilet suites to retrofit over 6,000 toilet suites, resulting in significant water and waste savings In NSW Caroma Dorf managed a toilet retrofit pilot program for Sydney Water In Victoria Caroma Dorf devised a fully installed retrofit program with the Green Plumbers and have retrofitting in excess of 2,000 suites to Smartflush Average daily water consumption (litres/person/day) 80 60 40 20 0 13 litre flush (65l/p/d) 10 litre flush (55l/p/d) 11/5.5 litre flush (33l/p/d) 9/4.5 litre flush (27l/p/d) 6/3 litre flush (18l/p/d) 4.5/3 litre flush (14l/p/d) PROFILE 4.5/3 litre flush (12.5l/p/d) 1900 1910 1920 1930 1940 1950 1960 1970 1980 1990 2000 2010 Year Reduction in maximum WC flush volumes (for new installations) and corresponding average daily per capita WC water usage in Australia with particular reference to the period since 1982. logical solutions logical solutions logical solutions logical solutions 16 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT • • In coordination with the QLD Department of Public Works Caroma Dorf managed a commercial retrofit program, which has lead the way to numerous QLD government buildings being made more water efficient In Brisbane Caroma Dorf conducted a mail out to 5,000 swimming pool owners to coincide with moving to Level 4 water restrictions, resulting in over 100 toilet retrofits Internationally • • In San Antonio, Texas over 50,000 toilet suites have been converted to Smartflush Consulting with the Beijing Olympics Committee on water saving initiatives OUR HIGHLY AWARDED PRODUCT PORTFOLIO • • • • • • • 2004 Green Plumbers ‘Product of the Year’ – Caroma Smartflush® 2005 Australian Design Award – Caroma Smartflush® 2005 Green Plumbers ‘Water Efficient Product of the Year’ – Smartflush® Urinals 2005 Home Beautiful ‘Product of the Year’ – Caroma Smartflush® 2007 Inaugural winner of the ‘Excellence in Sustainable Design’ Australian Design Award 2007 Winner Australian Design Award for ‘Excellence in Australian Design’ in the Housing & Building category 2007 nominee for ‘Global Index’ Award – Copenhagen (International Design Competition) H2Zero Waterless Urinal Caroma Profile™ Toilet Suite with Integrated Hand Basin The first toilet in Australia to achieve a 5-star Water Efficiency Labelling Standards WELS rating, the Caroma Profile™ Toilet Suite with Integrated Hand Basin provides a simple, effective way to re-use water in the bathroom. Profile™ achieves this leading water rating by using the same water twice, for hand washing followed by toilet flushing. Resulting in water saving 10% greater than that of the 4.5/3L Smartflush® System. Given the high degree of innovation of the Profile™ Toilet Suite, the launch of this product has further consolidated Caroma Dorf’s position both in Australia and internationally as a leader in water saving technology. The Profile™ has enhanced Caroma Dorf’s already extensive range of water efficient bathroom products, whilst ensuring Caroma Dorf sets the innovation benchmarks within the markets in which it operates. The ‘demand management’ approach to bathroom water usage demonstrates the company is well connected with the market place needs. The innovation attached to the Profile™ Toilet Suite is providing new opportunities for new sustainability based discussions with new and existing audiences. Researched and designed in Australia, Caroma Dorf are ensuring this unique technology is fully accessible to the Australian market from a distribution, ease of installation and price position so the water saving benefits of this innovation can be carried through to our environment. Caroma H2Zero™ Cube Urinal The Caroma H2Zero™ Cube Urinal won the inaugural Award for Excellence in Sustainable Design at the Australian Design Awards. The H2Zero™ Cube Urinal was selected from a shortlist of 32 environmentally friendly entries for its breakthrough design, allowing it to be the first truly viable and sustainable high-performance, waterless urinal option. The H2Zero™ Urinal also won the Australian Design Award for Excellence in Australian Design in the Housing and Building category, as well as being one of six products nominated for Australian Design Award of the year. Entries were judged against a common set of criteria, including innovation, visual appeal, functionality, originality, quality, ergonomics, safety, sustainability, and commercial viability. In addition, the urinal remains in the running for the International Index Award, which will be awarded in October this year. Australian Designed Mixers Deliver Serious Style & 5 Star Water Rating – Dorf Eclipse mixer range The Eclipse Basin Mixer releases a low 6 litres of water per minute to achieve a superior WELS 5 star rating, while the WELS 3 star rated Eclipse Sink Mixer is durable enough to withstand even the most demanding of kitchen duties. The contemporary good looks of the Eclipse Bath/Shower Mixer, available with optional diverter, will make a stylish addition to any bathroom space. Smartflush – Brand Relaunch With the market focus on water efficiency we are in the process of re-launching the Smartflush brand, to reinforce our market leading position and to continue educating the market on our superior level of innovation, teamed with the level of industry recognition in the form of awards the Smartflush® System has won. We have also enhanced the system to include new XPV technology for even greater flushing power. The XPV (Express Power Valve) increases flushing 17 ® CMYK performance a further 25%, maximising flow rate performance and minimising water usage. Dorf Smart – Brand Relaunch which addresses all regulatory standards, provides the tradesperson with a product that is simple to install and importantly provides the consumer with no compromise to their hot water experience. Additionally, the Dorf range is being enhanced to have Dorf smart as the next phase of the original Water Efficient Tapware W.E.T campaign. Product Development In simple terms water heaters are viewed by their energy source, either Gas or Electric. The Dorf smartTM range combines visual appeal with elegant style, advanced technology with innovative thinking, water-saving ideas with energy efficient solutions, and the reliability and reputation of Australia’s most respected brand of tapware. Smart Styling – Wide range of innovative designs to suit all bathroom and kitchen styles Smart Performance – Special features to improve water savings, water flow and temperature control Smart Engineering – Beautifully crafted from solid brass for durability and longevity Caroma Dorf is proud to be embracing the water saving aspect of our business and building a sustainable business around making water efficient decisions easier for Australians and beyond. Dux Hot Water – At the Forefront of Energy Efficient Water Heating The Market Environment ® “Energy Efficient”, previously this term meant different things to different people. 50% Pantone 5425c 100% Pantone 5425c For manufacturers of water heaters, the term energy efficiency is a constant. It reflects the regulatory standards, which set minimum performance and efficiency targets that all water heaters must comply if they are to be sold in the Australian market place. Given the need to reduce the levels of greenhouse gas emissions, these performance standards are becoming tougher, asking for greater gains in efficiency levels. As a result, manufacturers must look to develop new and better ways to heat water without compromising the consumer’s level of comfort. State Regulation Over and above the minimum performance standards set for these appliances are the new state regulations, which only allow the most efficient water heaters to be installed into new homes. Further to these restrictions, state based regulations are being implemented over a broader section of the community and are now putting limitations on the type of water heater that is used to replace an existing unit. Dux Approach to this Challenge Given this challenging regulatory environment the Dux approach is to drive new product innovation, Gas Fuel Source With the gas market in mind, Dux offers 5 star storage heaters, and 5 star continuous flow heaters, the award winning Sunpro continuous gas boosted solar heater, and now the Sunpro 305 gas boosted heater. The Sunpro 305 takes a different approach to traditional gas boosted solar units, by using a pre-boost system. This means that the consumer receives full flow mains pressure hot water, meeting their expectations. Electric Fuel Source Most efficiency arguments are focused toward electric powered water heaters, and the challenge for Dux is to maintain our share of this critical market. Our electric boosted solar market continues to grow strongly where Gas fuel is not available. Recently the Solarone was launched in Queensland, which is a single panel solar water heater, perfect for the new home market. Airoheat The most significant event for Dux was the release of the new Dux Airoheat, heat pump water heater. The Dux Airoheat, features NHT (new heat technology), and through this offers the most efficient domestic heat pump water heater available. Over the years heat pump water heaters have developed a reputation as being noisy, Airoheat on the other hand is the quiet achiever, registering half the sound level of some other units tested. It has been described as being “as quiet as a refrigerator” providing lots of appeal to the consumer. Airoheat reportedly reduces the electricity consumption by approx 65%, compared to an electric water heater. Water Recirculation Although Dux is in the business of creating hot water, substantial water and energy can be wasted waiting for hot water to be delivered. As a result Dux released the Readyhot water recirculation system. Proudly, this innovative system won the HIA Greensmart “Product of the Year” Award, in September 2006. In the same month Readyhot also won the Green Plumbers “Water Saving Product of the Year” Award. Regulation and Government incentives continues to impact on all areas of the water heater market and Dux is proud to be at the leading edge of this change. 18 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT BOARD OF DIRECTORS Peter Crowley BA BEcon FAICD Managing Director, Appointed 6 May 2003 Barry 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 a member of the Brisbane Advisory Board of the Salvation Army, and is the former Chairman of the Brisbane Airport Corporation Limited where he served from 1997 to January 2007. 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 Jim 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 1997 – 2006 > Australian Stock Exchange Limited 1990 – 2006 > Macquarie Goodman Funds Management Limited 1994 – 2004 > Qantas Airways Limited 1995 – 2006 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. David 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. Robert 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. 19 Martin Kriewaldt BA LLB FAICD Non-Executive Director, Elected to the Board 1992 Bill Bartlett FCA, CPA, FCMA, CA(SA) Non-Executive Director, Elected to the Board 21 February 2007 Expertise: Lawyer and director of a number of public and other corporations. Special Responsibilities: Member 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. Expertise: Chartered Accountant, actuarial, insurance and financial services. Special Responsibilities: Member of Audit Committee. Mr Bartlett is a Fellow of the Institute of Chartered Accountants, with over 35 years experience in accounting, and was a partner at Ernst & Young in Australia for 23 years, retiring on 30 June 2003. He is a director of the Bradman Foundation and Museum and Moneyswitch 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: During the past three years, Mr Bartlett 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 2003 > Reinsurance Group of America Inc (NYSE) *since 2004 > Peptech Limited* since 2004 > Abacus Property Group* since 14 February 2007 > Retail Cube Limited 2004 - 2006 *denotes current directorship 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. > Campbell Brothers Limited* since 2001 > Oil Search Limited* since 2002 > Suncorp-Metway Limited* since 1996 > Peptech Limited 2003 – 2007 *denotes current directorship Geoff McGrath MIIE Non-Executive Director, Elected to the Board 2004 Expertise: Manufacturing and general management. Special Responsibilities: Chairman 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 * denotes current directorship + denotes Chairman 20 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT CORPORATE GOVERNANCE STATEMENT for the year ended 30 June 2007 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 systems and procedures and ensuring that integrity prevails within the Company. The governance principles adopted by the Board are designed to achieve this outcome. 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 good practice guidelines on 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”) of 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 good 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, 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. 21 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 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 Managing Director. 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 8 Directors, 7 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 18 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: • • • • • • The Board should maintain a majority 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 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: • Mr Jim Kennedy, Deputy Chairman and Non-Executive Director • Mr Martin Kriewaldt, Non-Executive Director • Mr David Barry, Non-Executive Director • Mr Robert Anderson, Non- Executive Director • Mr Bill Bartlett, Non-Executive Director 22 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT 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 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 Non-Executive Board members have been in office for many years, as disclosed on page 18 of the Annual Report (excluding Mr Geoff McGrath and Mr Bill Bartlett who were appointed in the 2003/04 and 2006/07 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. In accordance with the succession plans, Mr Bill Bartlett was appointed Non-Executive Director of GWA International Limited on 21 February 2007. Mr Bartlett is a Fellow of the Institute of Chartered Accountants and is an experienced company director, and has been appointed a member of the Audit Committee. 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. 23 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 (Chairman) AO CBE DUniv (QUT) FCA FCPA M D E Kriewaldt BA LLB FAICD B Thornton KSJ FCA FAICD FAIM FCIS W J Bartlett FCA, CPA, FCMA, CA (SA) The Audit Committee meets as required and on several occasions throughout the year. For attendance details of the Audit Committee, refer to page 37 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 supporting external reporting 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 Review of tax planning and tax 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 24 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT 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. 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: 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 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 (Chairman) KSJ FCA FAICD FAIM FCIS 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 37 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 • 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 • The Board members consent to the proposed appointee 25 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 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 a formal evaluation of the performance of Board members to determine whether the Board and Committees are functioning effectively by reference to current good 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: • G J McGrath (Chairman) MIIE • M D E Kriewaldt BA LLB FAICD • 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 37 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 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 advice from external remuneration 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 Chairperson of the Remuneration Committee should be a Non-Executive Director The Code of Conduct states the values and policies of the Company and complements the Company’s 26 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT risk management and internal control practices. The Code of Conduct is regularly reviewed and updated to ensure that it reflects current good practice, and to promote the ethical behaviour of all employees. The Code of Conduct has been posted on the Company’s website in the Corporate Governance section. In addition, a whistleblowing policy has been put in place to enable employees to report unacceptable workplace behaviour. 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 30 June until the release of the Company’s full year results to the Australian Securities Exchange and 31 December until the release of the Company’s half year results to the Australian Securities 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 Securities Exchange. 10. RISK MANAGEMENT AND INTERNAL CONTROLS The Board recognises that effective risk management processes help ensure the business is more likely 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 (ERC), comprising the senior management of the Company, which has been established to review and monitor the day to day risk activities of the businesses. The ERC reports to the Audit Committee on its activities as outlined in the ERC Charter 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 Managing Director on a day to day basis, the Group Commercial Manager has the authority to report directly to the Board on any matter A Group Risk Manager, who has specific responsibilities in respect of employee health and safety, business continuity and environmental risks. The Group Risk Manager reports to the Managing Director on such matters 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 Company has implemented risk management software across the Group for the purpose of identifying and managing employee health and safety, business continuity and environmental risks. The software is a critical tool for senior management and has enhanced the identification, reporting and monitoring of actions in this important area, in order to support management’s objectives. Risk management is embedded in the Company’s policies and procedures which has enabled the Company to pro-actively identify and manage all 27 types of risk within the organisation. The Board aims to continually evaluate and re-assess the risk management and internal control practices of the Company to ensure current good practice is maintained, and to preserve and create value within the organisation. been structured to ensure that performance is fairlyrewarded 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 32 of the Annual Report. 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 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 remuneration consultants to assist in determining market remuneration levels. The remuneration and incentive arrangements have 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 32 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 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. 28 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT During the year, KPMG provided an Auditor Independence Declaration to the Board (refer page 37 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 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. SHAREHOLDER COMMUNICATIONS 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 The Board is committed to the continued development and enhancement of electronic communications to shareholders. Shareholders are able to register with its Share Registry to receive Company communications electronically, although not all Company communications are made available electronically. Electronic communications is a developing area for all publicly listed companies and the Company will continue to monitor what is happening in the market place, particularly regarding cost savings, take-up rates and service features Pursuant to new legislation recently passed by the Federal Government, the Company has communicated to shareholders that Annual Reports will no longer be mailed to shareholders, unless specifically requested. Annual Reports are made available to shareholders on the Company’s website at www.gwail.com.au in an easily accessible and user friendly format. Shareholders are mailed the Notice of Annual General Meeting and Proxy Form, which include details on accessing the online Annual Report 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. 29 DIRECTORS’ REPORT as at 30 June 2007 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 2007. DIRECTORS 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 W J Bartlett Non-Executive Director Mr W J Bartlett was appointed Non-Executive Director of GWA International Limited on 21 February 2007. Details of the Directors’ qualifications, experience and special responsibilities are located on page 18 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 2006/07 financial year, and the period for which each directorship has been held, are listed on page 18 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 19 of the Annual Report. DIRECTORS’ INTEREST 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 Ordinary Shares Interest B Thornton J J Kennedy Nil Note 4 1,000 Notes 1 and 4 D R Barry 3,398,961 Notes 2 and 4 R M Anderson 8,198,000 Notes 2 and 4 M D E Kriewaldt 100,000 Notes 2 and 4 P C Crowley 500,000 Notes 3 and 4 G J McGrath 300,000 Notes 1 and 4 W J Bartlett Nil Note 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 57,221,623 shares (last year 57,317,081 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 2007, 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. 30 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT EMPLOYEES REVIEW OF OPERATIONS AND STATE OF AFFAIRS The Company employed 1,957 employees as at 30 June 2007 (last year 2,226 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. A review of the operations of the Company and the results of those operations for the financial year ended 30 June 2007 is provided in the Managing Director’s Review of Operations which is located on page 5 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. SEGMENT SALES AND PROFIT The segment sales and profit of the Company for the financial year ended 30 June 2007 is as follows: Business Segment Segment Sales Segment Profit 2006/07 $’000 555,633 56,973 33,063 645,669 Buildings, fixtures and fittings Commercial furniture Other Total Restructuring expenses Profit before interest and tax EARNINGS PER SHARE Basic earning per share Basic earnings per share (prior to restructuring expenses) DIVIDENDS 2005/06 $’000 2006/07 $’000 523,100 110,521 56,738 40,151 619,989 2005/06 $’000 102,858 4,655 3,619 (15,386) (12,316) 98,754 (7,279) 91,475 95,197 (5,944) 89,253 2006/07 2005/06 cents cents 20.2 22.0 20.4 21.6 Dividends paid or declared by the Company to shareholders since the end of the previous financial year were: Declared and paid during 2006/07 financial year Dividends Cents per share Total amount Franked/unfranked Date of payment Final 2005/06 ordinary Special 2005/06 Interim 2006/07 ordinary Special 2006/07 $’000 22,264 9,741 27,830 4,175 64,010 8.0 3.5 10.0 1.5 23.0 Franked Franked Franked Franked 3 Oct 2006 3 Oct 2006 2 April 2007 2 April 2007 Franked dividends declared and paid during the year were franked at the corporate tax rate of 30% 31 Declared after end of the 2006/07 financial year Dividends Cents per share Total amount Franked/unfranked Date of payment Final 2006/07 ordinary Special 2006/07 $’000 22,394 6,998 29,392 8.0 2.5 10.5 Franked Franked 2 Oct 2007 2 Oct 2007 After the balance sheet date the above dividends were proposed by the directors. The dividends have not been provided and there are no income tax consequences. The financial effect of these dividends has not been brought to account in the Financial Statements for the year ended 30 June 2007 and will be recognised in subsequent Financial Reports. SIGNIFICANT EVENTS AFTER BALANCE DATE On 21 August 2007, the directors of GWA International Limited declared a final ordinary dividend of 8.0 cents per share and a special dividend of 2.5 cents per share in respect of the financial year ended 30 June 2007. The dividends will be fully franked at the 30% corporate tax rate. The total amount of the dividend is $29.392 million (last year $32.005 million). In accordance with Accounting Standards, the dividends have not been provided for in the Financial Statements for the year ended 30 June 2007. 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. 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 05 of the Annual Report. In the next financial year, the Company will continue to pursue strategies for increasing the profitability and market share of the businesses. There will be further investment in research and new product development to ensure that the Company generates the best possible returns from the 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 Environmental Licences 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. Where appropriate, an independent review of the Company’s compliance with licence conditions is made by external advisors. Designated entities comply with the Australian National Pollutant Inventory by reporting on emissions annually. 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 2007. Environmental Remediation During the year, the Company investigated and reported two environmental contamination issues at factory sites at Eagle Farm, Queensland and Revesby, NSW. The Eagle Farm site is an owned site and is currently occupied by Rover Mowers Limited and the Revesby site is a leased site and is currently occupied by McIlwraith Davey Pty Ltd. Both entities are wholly owned subsidiaries of GWA International Limited. 32 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT In conjunction with the Company’s external environmental consultant, investigations and testing at both the sites is continuing, the results of which will form the basis of any remediation plans for the sites. For further information in relation to these environmental contamination issues, please refer to Note 26 of the Financial Statements. 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. Insurance Premiums 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 18 of the Annual Report, the Chief Financial Officer, the Company Secretary and all persons concerned or taking part 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 Remuneration Structure 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). 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. The Company permits directors to salary sacrifice directors’ fees into superannuation. 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 remuneration consultants to determine market remuneration levels, with the objective of ensuring that the 33 levels are market based and 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. 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 advice from external remuneration consultants for determining market remuneration levels, as well as having regard to Company, divisional and individual performance. 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 2007, refer to the Remuneration Tables on page 35 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 remuneration consultants 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. The fixed remuneration of the five most highly remunerated executives is detailed in the Remuneration Tables on page 35 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 long 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 yet achievable, and will assist in 34 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT focusing divisional and corporate executives on maximising operating performance of the Company’s businesses. The Strategic Growth Incentive rewards progressive growth in underlying divisional profitability and earnings per share over time. The incentive is calculated based on divisional profit targets for divisional executives, and earnings per share targets 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 yet 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 full upon an employee ceasing employment with the Company. The employee bears the risk of share price movements below the issue price. 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 2007 there are currently 3.44 million shares issued under the GWA International Employee Share Plan, which have an outstanding loan balance of $9.6 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 Achievement of three year targets 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 represents a long term financial commitment to their employment with the Company. Shareholder Wealth The table on page 35 is a summary of key shareholder wealth statistics for the Company over the last five years. EBIT has been flat since the year ended 30 June 2004 due to the softer domestic dwelling construction and renovation market, and rising business input costs. Despite the difficult market conditions, the Company’s core building fixtures and fittings businesses have performed strongly enabling the Company to maintain its high dividend pay-out ratio, and continue its track record in paying fully franked dividends to shareholders including special dividends. The Company has realised opportunities to restructure the businesses aimed at reducing costs and creating further competitive advantage. The restructuring activities will place the Company in a strong position when the market recovers and will underpin profitability growth into the future. 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 35 out in the below table, including a total of $1.045 in fully franked dividends paid to shareholders in the last five financial years, which includes 17.0 cents in special dividends. The Board will continue to review and monitor the remuneration and incentive framework to ensure that performance is fairly rewarded and encouraged, and to attract, motivate and retain a high quality executive team. Termination of Employment The specified executives on page 36 of the Annual Report are on open-ended contracts, except for the Executive Director, Mr Peter Crowley, whose employment contract specifies an initial term of twelve months with subsequent rolling terms of twelve months. The employment contract for Mr Crowley provides that if either the Company or Mr Crowley wishes to terminate employment for any reason, three months notice of termination is required, or payment in lieu, based upon current salary levels. On termination by the Company, Mr Crowley will be entitled to receive payment of twelve months salary. For the other specified executives, the Company is legally required to give reasonable notice of termination, or payment in lieu, based upon current salary levels. Under the Executive Incentive Scheme, no incentive is payable in the event of termination of employment during the incentive period. Any loan to an executive under the GWA International Employee Share Plan, must be repaid in full upon the cessation of employment with the Company. SHAREHOLDER WEALTH Financial Year 30 June 2003 30 June 2004 30 June 2005 30 June 2006 30 June 2007 EBIT(3) ($m) 92.4 101.0 103.4 95.2 98.8 EPS(3) (cents) 19.8 22.3 23.0 21.6 22.0 DPS(2) Share Price (cents) 18.0 20.5 22.5 21.5 22.0 ($) 2.70 2.95 2.92 3.11 4.42 Notes: (1) EBIT for financial years 2003 and 2004 has been calculated in accordance with previous Australian GAAP. EBIT for financial years 2005 to 2007 has been calculated in accordance with Australian equivalents to IFRS (AIFRS) (2) Total dividends per share including special dividends (3) EBIT and EPS is prior to restructuring costs REMUNERATION TABLES Table 1: Emoluments of the Directors of GWA International Limited Directors’ Fees Incentives Other Benefits Superannuation Termination Payments Total Proportion Emoluments Performance Related $ $ $ $ $ $ % Non-Executive Directors B Thornton 177,873 J J Kennedy 144,024 D R Barry 90,948 R M Anderson 85,800 M D E Kriewaldt 102,960 G J McGrath 22,737 W J Bartlett - - - - - - - - 250 250 250 250 250 250 250 102,693 - 280,816 - 8,185 7,722 9,266 76,396 36,434 - - - - - - 144,274 99,383 93,772 112,476 99,383 36,684 - - - - - - - 36 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT Table 1: Emoluments of the Directors of GWA International Limited (Continued) Incentives Salary and Leave 1 Year 3 Year Plan $ Entitlements $ Plan $ Other Benefits $ Super- Termination Payments $ annuation $ Proportion of Emoluments Performance Related % Total $ Executive Director P Crowley 1,057,228 - - 164,730 36,000 - 1,257,958 - Table 2: Emoluments of the Five Most Highly Paid Executives of the Company and the Consolidated Entity Incentives Salary and Leave 1 Year 3 Year Plan $ Entitlements $ Plan $ Other Benefits $ Super- Termination Payments $ annuation $ Proportion of Emoluments Performance Related % Total $ Executives S Wright Group Operations Manager E Harrison Chief Financial Officer R Watkins General Manager, Rover G Oliver General Manager, Gainsborough L Patterson General Manager, Dux 417,957 - - 54,542 123,420 - 595,919 365,707 - - 87,605 105,000 - 558,312 161,844 - - 47,235 70,000 250,000 529,079 - - - 194,603 84,810 - 49,119 147,695 - 476,227 17.8 285,269 - - 79,903 28,163 - 393,335 - Notes: Incentives and Vesting The incentive for Mr G Oliver of $84,810 is based on his entitlement under the yearly Executive Incentive Scheme, and is fully vested in the 2006/07 year. None of the other executives are entitled to any incentive payments under the Executive Incentive Scheme for the 2006/07 year. 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. Termination Payments Mr R Watkins received a payment from the Company of $250,000 on termination of employment on 14 February 2007. DIRECTORS’ MEETING The number of meetings of directors (including meetings of Committees of directors) held during the financial year ended 30 June 2007 and the number of meetings attended by each director are outlined in the table on page 37. 37 Director Board Committee Committee Audit Remuneration B Thornton J J Kennedy P C Crowley (2) D R Barry R M Anderson M D E Kriewaldt G J McGrath W J Bartlett (1) A 11 10 11 11 11 11 9 3 B 11 11 11 11 11 11 11 3 A 3 3 3 1 B 3 3 3 1 A B 2 2 2 2 2 2 Nomination Committee A 3 3 B 3 3 3 3 Notes: A - Number of meetings attended B - Number of meetings held during the time the director held office during the year (1) W J Bartlett was appointed Non-Executive Director on 21 February 2007 (2) P C Crowley attends Committee meetings by invitation of the Board 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 20 of the Annual Report. The members of the Audit Committee are: • Mr J J Kennedy (Chairman) • Mr B Thornton • Mr M D E Kriewaldt • Mr W J Bartlett Mr W J Bartlett was appointed a member of the Audit Committee on 21 February 2007. NON-AUDIT SERVICES Details of the non-audit services provided by the Company’s External Auditor, KPMG, during the financial year ended 30 June 2007 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 DECLARTION The members of the Remuneration Committee are: • Mr G J McGrath (Chairman) • Mr M D E Kriewaldt • Mr D R Barry During the year, the Chairman of the Remuneration Committee was rotated and Mr Geoff McGrath was appointed the new Chairman, in replace of Mr Martin Kriewaldt who remains a member of the Committee. 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 18 of the Annual Report. Signed in accordance with a resolution of the Directors. B Thornton Chairman Brisbane, 21 August 2007 P C Crowley Managing Director Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of GWA International Limited: The Lead Auditor’s Independence Declaration is set out below and forms part of the Directors’ Report for the financial year ended 30 June 2007. I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2007 there have been: ROUNDING 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. (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 21 August 2007 Mark Epper Partner 38 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT CONTENTS Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Statements of Recognised Income and Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Note 1 2 Significant accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Segment reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 3 Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 4 Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 5 Personnel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 6 Auditors’ remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 7 Net financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 8 Restructuring expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 9 Income tax xpense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 10 Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 11 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 12 Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 13 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 14 Current tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 15 Deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 16 Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 17 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 18 Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 19 Interest-bearing loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 20 Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 21 Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 22 Capital and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 23 Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 24 Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 25 Capital and other commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 26 Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 27 Deed of cross guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 28 Consolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 29 Reconciliation of cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 30 Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 31 Subsequent events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Directors’ Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 Independent Auditor’s Report to the members of GWA International Limited . . . . . . . . . . . . 82 39 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 In thousands of AUD CONSOLIDATED THE COMPANY Note 2007 2006 2007 2006 Revenue Cost of sales Gross profit Other income Distribution expenses Administrative expenses Restructuring expenses Other expenses Results from operating activities Financial income Financial expenses Net financing costs Profit before tax Income tax expense Profit for the year 2 645,669 619,989 (345,222) (326,128) 300,447 293,861 – – – – – – 3 4,998 15,797 75,000 30,734 8 4 7 7 (139,709) (135,818) – (62,440) (61,004) (502) (7,279) (21,963) (4,542) (1,620) – – – (1) – – 91,475 89,253 74,498 30,733 5,718 6,096 (18,084) (17,586) (12,366) (11,490) 502 – 502 27 – 27 79,109 77,763 75,000 30,760 9 (22,791) (20,911) – 624 56,318 56,852 75,000 31,384 Basic and diluted earnings per share (cents per share) 10 20.2 20.4 Dividends per share Ordinary shares (cents per share) 22 23.0 20.0 The income statements are to be read in conjunction with the notes of the financial statements set out on pages 43 to 80.  40 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES STATEMENTS OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED 30 JUNE 2007 In thousands of AUD Foreign exchange translation differences Cash flow hedges: Gains/(losses) taken to equity Net income recognised directly in equity Profit for the year CONSOLIDATED THE COMPANY Note 2007 (1,158) 2006 688 (525) 385 (1,683) 1,073 2007 2006 – – – – – – 56,318 56,852 75,000 31,384 Total recognised income and expense for the period 22 54,635 57,925 75,000 31,384 Effects of change in accounting policy – adjustment on adoption of AASB 132 and 139 – 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 financial statements set out on pages 43 to 80. 41 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES BALANCE SHEETS AS AT 30 JUNE 2007 In thousands of AUD Assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Other – prepayments Total current assets Receivables Deferred tax assets Investment in subsidiaries Property, plant and equipment Intangible assets Other – prepayments Total non–current assets Total assets Liabilities Trade and other payables Employee benefits Income tax payable Provisions Total current liabilities Interest–bearing loans and borrowings Payables Employee benefits Provisions Total non–current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity CONSOLIDATED THE COMPANY Note 2007 2006 2007 2006 11 12 13 14 12 15 28 16 17 18 20 14 21 19 18 20 21 80,421 156,498 75,508 67,853 128,211 95,342 1,440 5,043 2,512 4,399 232 576 – 348 724 – 518 – 2,512 413 290,623 326,604 1,880 3,443 4,983 3,676 598,992 512,482 24,531 25,034 – – – – 325,646 325,646 113,019 117,839 344,463 343,786 – – – – 3,549 2,333 3,381 1,771 490,545 492,668 928,019 839,899 781,168 819,272 929,899 843,342 51,440 48,664 16,056 17,451 – 258 13,570 19,586 81,066 85,959 271,567 297,498 – – – – – – 54 – – – 54 – – – 527,430 458,018 11,015 12,503 8,718 11,344 – – – – 291,300 321,345 527,430 458,018 372,366 407,304 527,430 458,072 408,802 411,968 402,469 385,270 353,062 346,853 353,062 346,853 (2,536) (853) – – 58,276 65,968 49,407 38,417 22 408,802 411,968 402,469 385,270 The balance sheets are to be read in conjunction with the notes to the financial statements set out on pages 43 to 80.  42 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2007 In thousands of AUD Cash flows 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 2007 2006 2007 2006 714,364 683,805 – – – – 75,000 13,142 (650,780) (585,571) (1) (1) 63,584 98,234 74,999 13,141 (19,366) (14,717) 5,180 5,540 – – – 27 (21,100) (29,019) (18,220) (27,927) Net cash from operating activities 29 28,298 60,038 56,779 (14,759) Cash flows 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 flows from financing activities Issue of employee shares Proceeds from issue of shares 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 related parties Repayment of bank bills Dividends paid Net cash from financing activities – – – – – – 1,719 46,422 (18,161) (30,228) (2,717) (738) (19,159) 15,456 – – – – (7,828) 6,208 4,387 – – – 510 (25,000) – – (7,828) 6,208 1,792 4,387 1,792 – – (7) 284 – 4,750 68,621 – – – – – – – – (64,010) (55,660) (64,010) (55,660) (85,733) (53,591) (56,493) 14,753 Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 July Effect of exchange rate fluctuations on cash held (76,594) 21,903 156,498 134,854 517 (259) Cash and cash equivalents at 30 June 11 80,421 156,498 286 (54) – 232 (6) (48) – (54) The statements of cash flows are to be read in conjunction with the notes to the financial statements set out on pages 43 to 80. 43 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant accounting policies and future periods if the revision affects both current and GWA International Limited (the ‘Company’) is a company domiciled in Australia. The consolidated financial report of the Company for the financial year ended 30 June 2007 comprises the Company and its subsidiaries (together referred to as the ‘consolidated entity’). The financial report was authorised for issue by the directors on 21 August 2007. (a) Statement of compliance The financial report is a general purpose financial 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. The consolidated entity’s financial report and the financial report of the Company comply with International Financial Reporting Standards (‘IFRSs’) and interpretations adopted by the International Accounting Standard Board. (b) Basis of preparation The financial report is presented in Australian dollars. The entity has elected not to early adopt any accounting standards or amendments. The financial report is prepared on the historical cost basis except that derivative financial instruments are measured 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 financial report and Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. The preparation of a financial 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. future periods. The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report. The accounting policies have been applied consistently by all entities in the consolidated entity. Accounting standards not yet effective The AASB has issued additional standards and interpretations that are effective for periods commencing after the date of this financial report. The following standards have been identified as those which are relevant to the consolidated entity. These standards are available for early adoption at 30 June 2007, but have not yet been adopted by the consolidated entity: • AASB 7 Financial Instruments and Disclosures – applicable to annual reporting periods beginning on or after 1 January 2007. Adoption of AASB 7 will result in additional disclosures in respect of financial instruments. • AASB 8 Operating Segments – and consequential amendments to other accounting standards resulting from this issue – applicable to annual reporting periods beginning on or after 1 January 2009. This standard relates to disclosure only. The consolidated entity does not anticipate that adoption of these standards will have a material impact on its financial reports on initial adoption. (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 financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial 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 financial statements. Actual results may differ from these estimates. (ii) Transactions eliminated on consolidation 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 Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.  44 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant accounting policies (continued) the nature of the item being hedged (see accounting policy(f)). (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 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. exchange differences arising on translation are recognised in (f) Hedging 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 the foreign currency translation reserve. (iii) Net investment in foreign operations Exchange differences arising from the translation of the net investment in foreign operations, and of related hedges recognised in the foreign currency translation reserve. They are released into the income statement upon disposal. (e) Derivative financial instruments 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 identification 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 flows attributable to the hedged risk. Such hedges are expected to be highly or fully effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they are designated. (i) Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. When the forecasted transaction subsequently results in the recognition of a non–financial asset or non–financial liability, or the forecast transaction for a non–financial asset or non–financial liability becomes a firm commitment for which fair value The consolidated entity uses derivative financial instruments hedge accounting is applied, the associated cumulative gain to hedge its exposure to foreign exchange and interest or loss is removed from equity and included in the initial cost rate risks arising from operating, financing and investing or other carrying amount of the non–financial asset or liability. activities. In accordance with its treasury policy, the If a hedge of a forecasted transaction subsequently results in consolidated entity does not hold or issue derivative financial the recognition of a financial asset or a financial liability, the instruments for trading purposes. Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognised in profit or loss, unless the derivative qualifies for hedge accounting, in which case the recognition of any resultant gain or loss depends on associated gains and losses that were recognised directly in equity are reclassified into profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss. 45 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant accounting policies (continued) the item will flow to the consolidated entity and the cost of the (f) Hedging (continued) For cash flow hedges, other than those described above, the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred. associated cumulative gain or loss is removed from equity (ii) Depreciation and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profit 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 financial 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. (g) Property, plant and equipment Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. 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. (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 benefits embodied within 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: • buildings • plant and equipment • fixtures and fittings 40 years 3–10 years 7–15 years The residual value, the useful life and the deprecation method applied to an asset are reassessed annually. (h) Intangible assets (i) Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense as incurred. Expenditure on development activities, whereby research findings 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 sufficient resources to complete development. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses. (ii) Brand names Expenditure incurred in developing, maintaining or enhancing brand names is written–off against profit 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 indefinite useful life. The carrying value of these brand names is reviewed each year to ensure that no impairment exists. (iii) Other intangible assets Other intangible assets that are acquired by the consolidated entity are stated at cost less accumulated amortisation and impairment losses. (iv) Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.  46 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant accounting policies (continued) (h) Intangible assets (continued) (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 indefinite. Intangible assets with an indefinite 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 For intangible assets that have an indefinite 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 profit or loss. Impairment losses recognised in respect of cash–generating units are allocated first 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 (i) Trade and other receivables the unit (group of units) on a pro rata basis. Trade and other receivables are stated at their amortised cost less impairment losses. (j) Inventories (i) Calculation of recoverable amount The recoverable amount of the consolidated entity’s receivables carried at amortised cost is calculated as the Inventories are stated at the lower of cost and net realisable present value of estimated future cash flows, discounted at value. Net realisable value is the estimated selling price in the original effective interest rate (i.e. the effective interest the ordinary course of business, less the estimated costs of rate computed at initial recognition of these financial assets). completion and selling expenses. Receivables with a short duration are not discounted. The cost of inventories is based on the first–in first–out Impairment of receivables is not recognised until objective principle and includes expenditure incurred in acquiring the evidence is available that a loss event has occurred. inventories and bringing them to their existing location and Significant receivables are individually assessed for condition. In the case of manufactured inventories and work impairment. Impairment testing of significant receivables in progress, cost includes an appropriate share of overheads that are not assessed as impaired individually is performed 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 flows. (l) Impairment The carrying amounts of the consolidated entity’s assets, other than inventories and deferred tax assets, 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. by placing them into portfolios of significant receivables with similar risk profiles and undertaking a collective assessment of impairment. Non–significant receivables are not individually assessed. Instead, impairment testing is performed by placing non–significant receivables in portfolios of similar risk profiles, 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 flows are discounted to their present value using a pre–tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash–generating unit to which the asset belongs. 47 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant accounting policies (continued) (iii) Wages, salaries, annual leave, sick leave and (l) Impairment (continued) (ii) Reversals of impairment non–monetary benefits Liabilities for employee benefits for wages, salaries, annual leave and sick leave that are expected to be settled within 12 Impairment losses are reversed when there is an indication months of the reporting date represent present obligations 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 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 subsequent increase in recoverable amount can be related on–costs, such as workers compensation insurance and objectively to an event occurring after the impairment loss payroll tax. Non–accumulating non–monetary benefits, such 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 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 benefits are taken by the employees. amortisation, if no impairment loss had been recognised. (p) Provisions (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 benefit. (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. (o) Employee benefits (i) Defined contribution superannuation funds Obligations for contributions to defined contribution superannuation funds are recognised as an expense in the income statement as incurred. (ii) Long–term service benefits The consolidated entity’s net obligation in respect of long–term service benefits is the amount of future benefit 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. 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 outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre–tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific 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. (iii) Site restoration A provision for restoration in respect of leased premises is recognised when the obligation to restore arises. The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. Future restoration obligations are reviewed annually and any changes are reflected in the present value of the provision at the end of the reporting period. The unwinding of the effect of discounting on the provision is recognised as a finance cost.  48 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant accounting policies (continued) (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 measured at the fair value of the consideration received or receivable, net of returns, discounts and rebates and recognised in the income statement when the significant 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. (ii) Net financing costs Net financing 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. Borrowing costs are expensed as incurred and included in net financing costs. Interest income is recognised in the income statement as it accrues, using the effective interest method. (t) Income tax Income tax on the profit 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. 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 profits 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 benefit 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 financial 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 financial 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 Deferred tax is provided using the balance sheet liability entities in the tax consolidated group recognise inter–entity method, providing for temporary differences between the receivables (payables) equal in amount to the tax liability carrying amounts of assets and liabilities for financial (asset) assumed by the head entity. 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 profit and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. (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. 49 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant accounting policies (continued) 2. Segment reporting (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 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. part of the cost of acquisition of the asset or as part of Inter–segment pricing is determined on an arm’s length basis. the expense. Segment results, assets and liabilities include items Receivables and payables are stated with the amount of GST directly attributable to a segment as well as those that included. The net amount of GST recoverable from, or payable can be allocated on a reasonable basis. Unallocated items to, the ATO is included as a current asset or liability in the comprise mainly the mower business, interest–bearing loans, balance sheet. borrowings and expenses, and corporate assets and expenses. Cash flows are included in the statement of cash flows on a Segment capital expenditure is the total cost incurred during gross basis. The GST components of cash flows arising from the period to acquire segment assets that are expected to be investing and financing activities which are recoverable from, used for more than one period. or payable to, the ATO are classified as operating cash flows. (w) Accounting estimates and judgements Business segments The consolidated entity comprises the following main business Management discussed with the Audit Committee the segments: 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 significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Impairment of intangibles with indefinite useful lives The consolidated entity assesses whether intangibles with indefinite useful lives are impaired at least annually in accordance with the accounting policy. These calculations involve an estimation of the recoverable amount of the • Building fixtures and fittings Sanitaryware Building hardware products Baths and spas Household accessories, sinks and tapware Hot water products • Commercial furniture Education products Hospitality products Stadia seating cash–generating units to which the intangibles with indefinite • Unallocated useful lives are allocated. 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 offices are operated in New Zealand, Asia, United States and Europe, however the sales revenue from these geographical areas comprise only 16% 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.  50 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Building fixtures Commercial and fittings * furniture* Unallocated* Eliminations Consolidated* In thousands of AUD 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2. Segment reporting (continued) Business segments Revenue: External sales 555,633 523,100 56,973 56,738 33,063 40,151 – – 645,669 619,989 Inter–segment sales – – 1,993 2,810 – – (1,993) (2,810) – – Total sales revenue 555,633 523,100 58,966 59,548 33,063 40,151 (1,993) (2,810) 645,669 619,989 Segment result 110,521 102,858 3,619 4,655 (15,386) (12,316) (3,158) (12,228) – 6,284 (4,121) – – – – 98,754 95,197 – (7,279) (5,944) 107,363 90,630 3,619 10,939 (19,507) (12,316) – – 91,475 89,253 Restructuring income/(expenses) Segment result after restructuring expenses Net financing costs Income tax expense Profit for the period (12,366) (11,490) (22,791) (20,911) 56,318 56,852 – 781,168 820,734 – 372,366 408,766 – – – – 19,240 21,929 539 491 21,516 30,966 1,227 2,816 Segment assets 595,294 570,143 34,498 36,941 151,376 213,650 Segment liabilities 76,517 92,655 6,331 8,316 289,518 307,795 Depreciation Amortisation 15,689 17,023 2,325 3,418 1,226 1,488 276 276 – – 263 215 Capital expenditure 18,726 28,569 156 1,024 2,634 1,373 Impairment losses 1,227 1,206 – 1,610 – – – – – – – – * All segments are continuing operations Geographical segments In thousands of AUD External sales revenue Segment assets Capital expenditure * All segments are continuing operations Australia* Unallocated* Consolidated * 2007 2006 2007 2006 2007 2006 544,939 521,265 100,730 95,724 645,669 619,989 718,230 760,329 63,491 60,405 781,721 820,734 18,666 29,175 2,850 1,791 21,516 30,966 51 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3. 4. 5. 6. In thousands of AUD 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 Other expenses Foreign currency losses – realised Foreign currency losses – unrealised Net loss on disposal of property, plant and equipment Personnel expenses Wages and salaries – including annual leave, long service leave and on–costs In AUD Auditors’ remuneration Audit services Auditors of the Company KPMG Australia: Audit and review of financial reports Other regulatory audit services Overseas KPMG Firms: Audit and review of financial reports Other services Auditors of the Company KPMG Australia: Due diligence services Taxation services Other In thousands of AUD 7. Net financing costs Interest income Interest expense Net financing costs/(income) CONSOLIDATED THE COMPANY 2007 2006 2007 2006 2,288 204 – – – – 2,506 4,998 969 2,278 1,295 4,542 116 551 14,471 – – – 659 – – – – 75,000 – – – – 17,592 – 13,142 – – 15,797 75,000 30,734 432 1,188 – 1,620 – – – – – – – – – 140,785 138,251 – CONSOLIDATED THE COMPANY 2007 2006 2007 2006 340,000 – 260,000 36,329 10,000 – 10,000 – 60,000 62,559 – – 400,000 358,888 10,000 10,000 30,000 102,819 101,500 – – 27,500 132,819 129,000 – – – – – – – – CONSOLIDATED THE COMPANY 2007 2006 2007 2006 (5,718) (6,096) (502) 18,084 17,586 – 12,366 11,490 (502) (27) – (27)  52 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD 8. Restructuring expenses Restructuring expenses Gains on property sales (included in other income) Net expense before tax Tax benefit 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 Benefit of tax losses recognised Total income tax expense/(benefit) in income statement CONSOLIDATED THE COMPANY 2007 2006 2007 2006 7,279 21,963 – (16,019) 7,279 5,944 (2,184) (2,717) 5,095 3,227 23,487 21,898 (1,539) (1,411) 21,948 20,487 706 137 843 434 (10) 424 22,791 20,911 – – – – – – – – – – – – – – – – – 8 (632) (624) – – – (624) Numerical reconciliation between tax expense and pre–tax net profit Profit before tax 79,109 77,763 75,000 30,760 Income tax using the domestic corporation tax rate of 30% (2006: 30%) 23,733 23,329 22,500 9,228 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 profits Rebateable research and development Impairment reversals Rebateable trust distributions Rebateable dividends Under / (over) provided in prior years Income tax expense/(benefit) on pre–tax net profit Deferred tax recognised directly in equity Derivatives 63 636 39 – – – (141) – – – 76 381 156 (10) (576) (934) (100) – – – 24,330 22,322 (1,539) (1,411) 22,791 20,911 – – – – – – – – – (22,500) – – – – – – – – – – (5,278) (3,942) – 8 (632) (624) (340) 232 – – 53 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10. Earnings per share Basic and diluted earnings per share Cents per share Profit attributable to ordinary shareholders In thousands of AUD Profit for the period Weighted average number of ordinary shares In thousands of shares Issued ordinary shares at 1 July Effect of shares issued Weighted average number of ordinary shares at 30 June In thousands of AUD 11. Cash and cash equivalents Bank balances Call deposits Cash and cash equivalents in the statement of cash flows 12. Trade and other receivables Current Trade receivables Provision for impairment Fair value derivatives Employee share loans Other Non–current Receivables due from controlled entities Employee share loans Other CONSOLIDATED 2007 2006 20.2 20.4 56,318 56,852 278,303 278,303 453 – 278,756 278,303 CONSOLIDATED THE COMPANY 2007 2006 2007 2006 47,497 93,011 32,924 63,487 80,421 156,498 73,520 65,407 (804) (1,126) 637 576 920 518 1,579 2,134 75,508 67,853 232 – 232 – – – 576 – 576 – – – – – – 518 – 518 – – 594,069 509,021 4,923 3,461 4,923 3,461 60 215 – – 4,983 3,676 598,992 512,482  54 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD 13. Inventories Raw materials and consumables Work in progress Finished goods CONSOLIDATED THE COMPANY 2007 2006 2007 2006 22,205 19,930 10,220 8,396 95,786 67,016 128,211 95,342 – – – – – – – – 14. Current tax assets and liabilities The current tax asset for the consolidated entity of $1,440,000 (2006: $2,512,000) and for the Company of $348,000 (2006: $2,512,000) represents the amount of income taxes recoverable in respect of prior periods and the current period. No current tax liability exists for the consolidated entity at balance date (2006: $258,000). The current tax asset for both the prior and current periods arise from the payment of tax in excess of the amounts due to the relevant tax authorities and also payment of non–resident withholding tax on payment of a dividend from a New Zealand subsidiary company to an Australian subsidiary company. This tax will be claimable against current year profits by New Zealand subsidiary companies. 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. In thousands of AUD 2007 2006 2007 2006 2007 2006 ASSETS LIABILITIES NET 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 benefits Provisions Other items Tax loss carry–forwards Tax assets / (liabilities) Set off of tax Net tax assets / (liabilities) 948 – 3,979 7,524 56 – 5,001 8,987 10,653 10,628 1,626 – 370 137 (1) (197) – – – (1) – (50) (95) – – – – – 947 (197) 3,979 7,524 6 (95) 5,001 8,987 10,653 10,628 1,625 – 370 137 24,730 25,179 (199) (145) 24,531 25,034 (199) (145) 24,531 25,034 199 – 145 – – – 24,531 25,034 55 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD (net) 15. Deferred tax assets and liabilities (continued) Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: CONSOLIDATED THE COMPANY 2007 2006 2007 2006 Tax losses 403 2,160 – – 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 profit will be available against which to offset the tax benefit of these losses. Movement in temporary differences during the year CONSOLIDATED THE COMPANY In thousands of AUD Balance Recognised Recognised 1 July 05 Balance in equity 30 June 06 in income Balance Recognised Recognised in income 1 July 05 Balance in equity 30 June 06 Property, plant and equipment 233 Intangible assets Inventories Employee benefits Provisions Other items Tax loss carry–forwards 65 5,641 9,005 9,850 769 127 (227) (160) (640) (18) 778 (167) 10 – – – – – (232) – 6 (95) 5,001 8,987 10,628 370 137 25,690 (424) (232) 25,034 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – In thousands of AUD Property, plant and equipment Intangible assets Inventories Employee benefits Provisions Other items Tax loss carry–forwards Balance Recognised Recognised 1 July 06 Balance in equity 30 June 07 in income Balance Recognised Recognised in income 1 July 06 Balance in equity 30 June 07 6 (95) 5,001 8,987 10,628 370 137 25,034 941 (102) (1,022) (1,463) 25 915 (137) (843) – – – – – 947 (197) 3,979 7,524 10,653 340 1,625 – – 340 24,531 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –  56 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD Land and Plant and Motor Work in buildings equipment vehicles progress Motor Work in Land and Plant and buildings equipment vehicles progress Total Total CONSOLIDATED THE COMPANY 16. Property, plant and equipment Cost Balance at 1 July 2005 Additions Disposals Effect of movements in foreign exchange 58,755 216,207 14,238 9,417 298,617 14,415 7,085 2,463 6,265 30,228 (18,469) (17,179) (2,603) – (38,251) 287 2,066 (54) 25 2,324 Balance at 30 June 2006 54,988 208,179 14,044 15,707 292,918 Balance at 1 July 2006 54,988 208,179 14,044 15,707 292,918 Additions Transfers Disposals Effect of movements in foreign exchange 518 16,173 2,108 – 18,799 – 4,929 – (4,929) – (976) (38,554) (2,885) – (42,415) (303) (1,765) 54 (96) (2,110) Balance at 30 June 2007 54,227 188,962 13,321 10,682 267,192 Depreciation and impairment losses Balance at 1 July 2005 Depreciation charge for the year (7,872) (152,011) (4,816) – (164,699) (961) (18,317) (2,651) – (21,929) Disposals 2,449 12,386 1,555 Impairment losses – (2,816) – – – 16,390 (2,816) Effect of movements in foreign exchange (222) (1,788) (15) – (2,025) Balance at 30 June 2006 (6,606) (162,546) (5,927) – (175,079) Balance at 1 July 2006 (6,606) (162,546) (5,927) – (175,079) Depreciation charge for the year Disposals Impairment losses Effect of movements in foreign exchange (1,025) (15,746) (2,469) – (19,240) – – 37,262 2,010 (1,227) – 229 1,903 (31) – – – – 39,272 (1,227) 2,101 (154,173) Balance at 30 June 2007 (7,402) (140,354) (6,417) Carrying amounts 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 At 1 July 2006 48,382 45,633 8,117 15,707 117,839 At 30 June 2007 46,825 48,608 6,904 10,682 113,019 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Impairment losses During the 2007 financial 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 $1,227,000 (2006: $2,816,000). 57 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD Software Brand names Total Software Brand names Total CONSOLIDATED THE COMPANY 17. Intangible assets Cost Balance at 1 July 2005 Additions Effect of movements in foreign exchange Balance at 30 June 2006 Balance at 1 July 2006 Additions 1,911 340,338 342,249 738 – – 738 1,508 1,508 2,649 341,846 344,495 2,649 2,717 341,846 344,495 – 2,717 Effect of movements in foreign exchange – (1,501) (1,501) Balance at 30 June 2007 5,366 340,345 345,711 Amortisation and impairment losses Balance at 1 July 2005 Amortisation for the year Balance at 30 June 2006 Balance at 1 July 2006 Amortisation for the year Balance at 30 June 2007 Carrying amounts At 1 July 2005 At 30 June 2006 At 1 July 2006 At 30 June 2007 (218) (491) (709) (709) (539) (1,248) – – – – – – (218) (491) (709) (709) (539) (1,248) 1,693 1,940 1,940 4,118 340,338 342,031 341,846 343,786 341,846 343,786 340,345 344,463 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Impairment testing for brand names The values of brand names in the building fixtures and fittings segment were assessed by an independent valuer effective 30 June 2006 and no impairment was identified. The carrying values of the CaromaDorf brand names at 30 June 2007 are $284,200,000 (2006: $284,200,000). The carrying value of the multiple units without significant brand name value is $60,263,000 (2006: $59,586,000). Business valuations were based on the capitalisation of earnings approach and brand name valuations on the relief from royalty approach. Maintainable earnings were based on current divisional profitability adjusted for an allocation of corporate overheads. Earnings before interest and tax (EBIT) multiples for the cash generating units ranged from 8.1 to 9.2 except for the CaromaDorf cash generating unit for which the EBIT multiple was 12.7. The royalty rates applied for brand name value calculation were in the range of 4% to 6.5% except for the CaromaDorf brand names for which the royalty rate was 12.5%. The 30 June 2006 business valuation and brand name valuations with respect to the CaromaDorf brand names were significantly above the carrying values for the business and brand names respectively. The circumstances of the CaromaDorf business have not significantly changed during the 2007 financial year.  58 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD 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 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 CONSOLIDATED THE COMPANY 2007 2006 2007 2006 47,372 42,363 998 146 3,070 6,155 51,440 48,664 – – – – 54 – – 54 – – 527,430 458,018 271,567 297,498 – 6,408 6,370 25,378 27,320 271,567 312,498 303,353 346,188 – – 1,440 6,967 271,567 297,498 273,007 304,465 6,408 6,370 23,938 20,353 – 15,000 30,346 41,723 – – – – – – – – – – – – – – – – – – – – – – – – – 59 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19. Interest–bearing loans and borrowings (continued) Financing arrangements 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 2007. Unsecured 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 specified in the facility agreements. In thousands of AUD 20. Employee benefits 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 CONSOLIDATED THE COMPANY 2007 2006 2007 2006 1,792 2,048 11,773 11,985 2,491 3,418 16,056 17,451 10,157 11,734 858 769 11,015 12,503 – – – – – – – – – – – – – –  60 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20. Employee benefits (continued) Defined contribution superannuation funds The consolidated entity makes contributions to a defined contribution superannuation fund. The amount recognised as expense was $9,326,000 for the financial year ended 30 June 2007 (2006: $10,101,000). Employee share plan The employee share plan was established to assist in the retention and motivation of employees. All permanent employees of the Company, who are invited to participate, may participate in the plan. The maximum number of shares subject to the Plan at any time may not exceed 5% of the nominal amount of all Ordinary Shares on issue. The Plan does not provide for the issue of options and no options have been issued by the Company. Under the Plan, shares can either be issued to employees or purchased on market, and in both cases the employee will pay market price for the shares. During 2007, 540,000 ordinary shares were purchased on market for employees at an average share price of $2.98 and 1,620,000 ordinary shares were issued to employees at the market price of $3.84, being total market value of $7,828,000. In the prior year, no ordinary shares were issued to employees. As at 30 June 2007, loans are issued for 3,436,561 (2006: 3,081,250) shares and the remaining balances of these loans is $9,605,000 (2006: $6,163,000) or $5,499,000 (2006: $3,979,000) at net present value. During 2007, dividends of $640,000 (2006: $735,000) were paid against the loans and a further $3,747,000 (2006: $1,057,000) was paid by employees against these loans. 21. Provisions In thousands of AUD Consolidated Balance at 1 July 2006 Provisions made during the year Provisions used during the year Provisions reversed during the year Effect of movements in foreign exchange Balance at 30 June 2007 Current Non–current Warranties Restructuring Site restoration Other Total 9,104 5,489 9,176 7,279 (5,611) (13,857) – – 4,486 8,164 160 158 30,930 13,086 – – – (899) (20,367) (711) (1,305) – (56) 2,598 4,646 6,712 22,288 2,598 – 2,598 – 4,646 4,646 5,328 1,384 6,712 13,570 8,718 22,288 (594) (56) 8,332 5,644 2,688 8,332 Warranties The total provision for warranties at balance date of $8,332,000 relates to future warranty expense on products sold during the current and previous financial 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 $3,541,000 of the total provision in the financial year ending 30 June 2008, and the majority of the balance of the liability over the following four years. Restructuring During the financial year ended 30 June 2007, provisions of $7,279,000 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, $2,598,000 remains provided for at balance date and this amount represents the estimate of costs to be expended in the financial year ending 30 June 2008. The restructuring is expected to be completed by May 2008. Site restoration At balance date the balance of the site restoration provision was $4,646,000. No expenditures were made in the current financial year, the only movement being an adjustment to reflect 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, and for site remediation required. The net present value of the provision has been calculated using a discount rate of 6.5 per cent. 61 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22. Capital and reserves Reconciliation of movement in capital and reserves attributable to equity holders of the parent In thousands of AUD 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 Balance at 1 July 2006 Total recognised income and expense Issue of ordinary shares Dividends to shareholders Balance at 30 June 2007 Reconciliation of movement in capital and reserves In thousands of AUD Balance at 1 July 2005 Total recognised income and expense Dividends to shareholders Balance at 30 June 2006 Balance at 1 July 2006 Total recognised income and expense Issue of ordinary shares Dividends to shareholders Balance at 30 June 2007 Share capital CONSOLIDATED Share capital Translation reserve Hedging reserve Retained earnings Total 346,853 (2,083) – – 346,853 (2,083) – – 688 – – 157 157 385 64,776 409,546 – 64,776 56,852 157 409,703 57,925 – (55,660) (55,660) 346,853 (1,395) 542 65,968 411,968 346,853 – 6,209 – (1,395) (1,158) – – 353,062 (2,553) 542 65,968 411,968 (525) 56,318 54,635 6,209 – (64,010) (64,010) 58,276 408,802 – – 17 THE COMPANY Share capital Retained earnings Total equity 346,853 – – 346,853 346,853 – 6,209 – 353,062 62,693 31,384 (55,660) 38,417 38,417 75,000 – (64,010) 49,407 409,546 31,384 (55,660) 385,270 385,270 75,000 6,209 (64,010) 402,469 In thousands of shares On issue at 1 July – fully paid Issue of shares under the employee share plan On issue at 30 June – fully paid THE COMPANY Ordinary shares 2007 278,303 1,620 279,923 2006 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.  62 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22. Capital and reserves (continued) Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial 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 flow hedging instruments related to hedged transactions that have not yet occurred. Dividends Dividends recognised in the current year by the Company are: In thousands of AUD 2007 Interim 2007 ordinary Interim 2007 special Final 2006 ordinary Final 2006 special Total amount 2006 Interim 2006 ordinary Final 2005 ordinary Final 2005 special Total amount Cents per share Total amount Franked Date of payment 10.0 1.5 8.0 3.5 23.0 10.0 8.0 2.0 20.0 27,830 4,175 22,264 9,741 64,010 27,830 22,264 5,566 55,660 100% 100% 100% 100% 100% 100% 100% 2nd April 2007 2nd April 2007 3rd Oct 2006 3rd Oct 2006 3rd April 2006 3rd Oct 2005 3rd Oct 2005 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 approved by the directors. The dividends have not been provided. The declaration and subsequent payment of dividends has no income tax consequences. In thousands of AUD Final ordinary Final special Total amount Cents per share Total amount Franked Date of payment 8.0 2.5 10.5 22,394 6,998 29,392 100% 100% 2nd Oct 2007 2nd Oct 2007 The financial effect of these dividends have not been brought to account in the financial statements for the financial year ended 30 June 2007 and will be recognised in subsequent financial reports. Dividends In thousands of AUD Dividend franking account: THE COMPANY 2007 2006 30 per cent franking credits available to shareholders of GWA International Limited for subsequent financial years 30,225 37,274 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 sufficient available profits 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 $12,597,000 (2006: $13,716,000). In accordance with the tax consolidation legislation, the Company as the head entity in the tax- consolidated group has also assumed the benefit of $30,225,000 (2006: $37,274,000) franking credits. 63 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES 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 financial instruments are used to hedge exposure to fluctuations 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 financial assets. Transactions involving derivative financial 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 financial asset, including derivative financial instruments, in the balance sheet. Interest rate risk The consolidated entity’s variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. 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 fixed and floating rate exposure. The swaps mature over the next 2 years and have fixed swap rates ranging from 5.52 per cent to 5.67 per cent. At 30 June 2007, the consolidated entity had interest rate swaps with a notional contract amount of $125,000,000 (2006: $125,000,000). The consolidated entity classifies interest rate swaps as cash flow hedges and states them at fair value. The net fair value of swaps at 30 June 2007 was $637,000 (2006: $920,000). These amounts were recognised as fair value derivative assets in the current financial year.  64 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23. Financial instruments (continued) Effective interest rates and repricing analysis In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they reprice. CONSOLIDATED In thousands of AUD Average effective interest rate Total 6 months or less 6–12 months 1–2 years More than 5 years 2–5 years 2007 Cash and cash equivalents 6.10% 80,421 80,421 Effect of interest rate swap derivatives* (0.79)% – 25,000** Unsecured bank loans 6.34% (271,567) (271,567) (191,146) (166,146) – – – – – (25,000) – (25,000) – – – – – – – – CONSOLIDATED In thousands of AUD Average effective interest rate Total 6 months or less 6–12 months 1–2 years More than 5 years 2–5 years 2006 Cash and cash equivalents 5.57% 156,498 156,498 Effect of interest rate swap derivatives* Unsecured bank loans (0.21)% – 125,000 5.80% (297,498) (297,498) (141,000) (16,000) – – – – – – (100,000) (25,000) – – (100,000) (25,000) – – – – COMPANY 2007 In thousands of AUD Average effective interest rate Cash and cash equivalents 6.00% Total 232 6 months or less 232 6–12 months 1–2 years More than 5 years 2–5 years – – – – COMPANY 2006 In thousands of AUD Average effective interest rate Total 6 months or less 6–12 months 1–2 years More than 5 years 2–5 years 5.57% – – – – – – * These assets / liabilities bear interest at a fixed rate. ** As at 30 June 2007, the consolidated entity holds interest rate swaps of $125,000,000. Of this total, $100,000,000 reprice within the next 6 months and $25,000,000 reprice within the next 2 years. 65 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES 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 classifies its forward exchange contracts hedging forecasted transactions as cash flow hedges and states them at fair value. The net fair value of forward exchange contracts used as hedges of forecasted transactions at 30 June 2007 was $728,000 (2006: $146,000). These amounts were recognised as fair value derivative liabilities in the current financial 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 2007 was $11,567,000 (2006: $12,556,000). A foreign exchange gain of $989,000 (2006: loss of $996,000) was recognised in the foreign currency translation reserve on translation of the loan to AUD. Fair values The fair values together with the carrying amounts shown in the balance sheet are as follows: Consolidated In thousands of AUD Trade and other receivables Cash and cash equivalents Interest rate swaps: Assets Forward exchange contracts: Liabilities Unsecured bank loans Carrying amount Fair value Carrying amount Fair value 2007 2007 2006 2006 79,854 79,854 70,609 70,609 80,421 80,421 156,498 156,498 637 637 920 920 (998) (998) (146) (146) (271,567) (271,567) (297,498) (297,498) Trade payables and accrued expenses (50,442) (50,442) (48,518) (48,518) The Company In thousands of AUD Cash and cash equivalents Trade and other receivables Payables to controlled entities (162,095) (162,095) (118,135) (118,135) Carrying amount Fair value Carrying amount Fair value 2007 232 2007 232 2006 2006 – – 599,568 599,568 513,000 513,000 (527,430) (527,430) (458,018) (458,018) Trade payables and accrued expenses – – (54) (54) 72,370 72,370 54,928 54,928  66 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES 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 financial instruments reflected 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 flow techniques. Where discounted cash flow techniques are used, estimated future cash flows 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 reflect 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 27 August 2007 and the EUR loan was rolled over to 28 August 2007. 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 reflect 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 flow techniques. Interest rates used for determining fair value The entity uses the government yield curve as of 30 June 2007 plus an adequate constant credit spread to discount financial 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: In thousands of AUD Less than one year Between one and five years More than five years 2007 2006 6.49% – 6.96% 5.98% – 6.21% 7.05% – 7.30% 7.05% – 7.05% 5.80% – 6.35% 5.53% – 5.80% CONSOLIDATED THE COMPANY 2007 2006 2007 2006 8,838 10,055 19,116 23,440 – 1,868 27,954 35,363 – – – – – – – – 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. One of the leased properties has been sublet by the consolidated entity. The lease and sublease expire in November 2009. Sublease payments of $273,000 will be received during the following financial year. During the financial year ended 30 June 2007, $9,770,000 (2006: $9,497,000) was recognised as an expense in the income statement in respect of operating leases, which was net of sub–lease income. 67 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD 25. Capital and other commitments Capital expenditure commitments Plant and equipment Contracted but not provided for and payable: Within one year 26. Contingencies CONSOLIDATED THE COMPANY 2007 2006 2007 2006 2,274 10,636 – – The directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement. CONSOLIDATED THE COMPANY 2007 2006 2007 2006 In thousands of AUD Contingent liabilities not considered remote During the year, environmental testing conducted by the consolidated entity identified levels of contamination at two sites. Rectification costs of $200,000 have been expensed with respect to the Eagle Farm site. Two types of contaminants have been identified at the leased Revesby site and the scope and scale of rectification are being assessed. Further testing is proceeding at both sites and all costs incurred to date have been expensed. The costs of future rectification activities were not able to be reliably estimated with respect to either site and at balance date no amount has been provided in the consolidated accounts. – – – – 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 deficiency in net assets exists in these companies at reporting date. – – (ii) Bank guarantees 4,387 3,243 – – – –  68 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 financial 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 2007, is set out below. Summarised income statement and retained profits In thousands of AUD Profit before tax Income tax expense Profit after tax Retained profits at beginning of year Dividends recognised during the year Retained profits at end of year CONSOLIDATED 2007 80,072 (21,751) 58,321 33,252 (64,010) 27,563 2006 63,137 (17,972) 45,165 43,747 (55,660) 33,252 69 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of AUD 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 benefits Provisions Total current liabilities CONSOLIDATED 2007 2006 66,332 65,627 116,511 320 4,636 138,298 61,045 85,869 4,905 3,969 253,426 294,086 4,982 44,179 15,600 24,673 77,287 321,244 3,542 491,507 744,933 46,132 14,618 13,329 74,079 3,677 31,252 16,280 25,330 92,896 319,066 2,326 490,827 784,913 45,257 16,400 19,219 80,876 Interest–bearing loans and borrowings 271,567 297,498 Deferred tax liabilities Employee benefits Provisions Total non–current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity 512 10,871 8,720 291,670 365,749 379,184 967 12,369 11,344 322,178 403,054 381,859 353,062 346,853 (1,441) 27,563 1,754 33,252 379,184 381,859  70 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS COUNTRY OF INCORPORATION OWNERSHIP INTEREST Parties to Cross Guarantee 2007 2006 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 Sebel Properties Pty Ltd Y Y Y Y Y N Y Y N N N Y Y Y Y Y N Y N N N N N N N Y N N N N Y Y N N N N N N Y Y Y Y Y Australia Australia Australia Australia Australia USA Australia Australia Hong Kong China Hong Kong Australia Australia Australia Australia Australia New Zealand Australia New Zealand Netherlands Netherlands Netherlands Netherlands Germany Netherlands Australia USA Canada UK Australia Australia Australia Australia Australia Australia New Zealand New Zealand New Zealand Australia Australia Australia Australia Australia 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% 100% 100% 71 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 28. Consolidated entities (continued) 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 COUNTRY OF INCORPORATION OWNERSHIP INTEREST Parties to Cross Guarantee 2007 2006 N Y N Y N Y Y N Y New Zealand Australia Singapore Australia Singapore Australia Australia UK Australia 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% In thousands of AUD 29. Reconciliation of cash flows from operating activities Cash flows from operating activities Profit 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/(benefit) CONSOLIDATED THE COMPANY 2007 2006 2007 2006 56,318 56,852 75,000 31,384 19,240 21,929 539 491 – – – – 1,227 2,816 – (17,592) 755 755 12,366 11,490 – – – – 1,295 (14,471) 22,791 20,911 – – (75,000) – (27) – – (13,142) – – – – (624) (1) Operating profit before changes in working capital and provisions 114,531 100,773 (Increase)/decrease in trade and other receivables (8,380) (8,235) 12,806 (41,778) (Increase)/decrease in inventories Increase/(decrease) in trade and other payables (32,869) 2,148 – – 1,986 (4,498) 62,193 54,920 Increase/(decrease) in provisions and employee benefits (11,684) 8,046 – – Interest received/(paid) Income taxes paid Net cash from operating activities 63,584 98,234 74,999 13,141 (14,186) (9,177) – 27 (21,100) (29,019) (18,220) (27,927) 28,298 60,038 56,779 (14,759)  72 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES 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 Executives E Harrison (Chief Financial Officer) S Wright (Group Operations Manager) A Rusten (Group Marketing Manager) R Watkins (General Manager – Rover) – terminated 14 February 2007 J Measroch (General Manager – Sebel) G Oliver (General Manager – Gainsborough) W Bartlett – appointed 21 February 2007 D Duncan (General Manager – Dorf Clark) – ceased key management personnel Executive Directors P Crowley (Managing Director) status 30 June 2006 L Patterson (General Manager – Dux) Key management personnel compensation The key management personnel compensation included in ‘personnel expenses’ (see note 5) are as follows: In AUD Short–term employee benefits Post–employment benefits Termination benefits Other benefits Principles of compensation Remuneration objectives CONSOLIDATED THE COMPANY 2007 2006 2007 2006 4,318,898 4,263,776 804,337 570,997 250,000 – 39,076 39,054 5,412,311 4,873,827 – – – – – – – – – – 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. Remuneration structure The remuneration structure for the Non–Executive Directors is separate and distinct from the remuneration structure for the executives. 73 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30. Related parties (continued) Principles of compensation (continued) 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). 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 remuneration consultants to determine market remuneration levels, with the objective of ensuring that the levels are market based and 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. 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 remuneration consultants 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.  74 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30. Related parties (continued) Principles of compensation (continued) 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 advice from external remuneration consultants for determining market remuneration levels, as well as having regard to Company, divisional and individual performance. 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 long 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. The Strategic Growth Incentive rewards progressive growth in underlying divisional profitability and earnings per share over time. The incentive is calculated based on divisional profit targets for divisional executives, and earnings per share targets 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. 75 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30. Related parties (continued) Principles of compensation (continued) 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 full upon an employee ceasing employment with the Company. The employee bears the risk of share price movements below the issue price. 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 2007 there are currently 3.44 million shares issued under the GWA International Employee Share Plan, which have an outstanding loan balance of $9.6 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 • Achievement of three year targets 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 represents a long term financial commitment to their employment with the Company. Termination of employment The executives 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 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.  76 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES 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 financial 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: Directors: Non-Executive B Thornton SHORT-TERM POST- EMPLOYMENT Non- 1 year monetary benefits $ incentive $ Salary & fees $ 3 year * incentive $ Super- annuation benefits $ Total $ Other $ Total $ 2007 177,873 2006 166,173 J Kennedy 2007 144,024 2006 137,477 M Kriewaldt 2007 102,960 D Barry 2006 98,280 2007 90,948 2006 86,814 R Anderson 2007 85,800 2006 81,900 G McGrath 2007 22,737 2006 86,814 2007 2006 – – W Bartlett (appointed 21 February 2007) Executive Directors – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 177,873 102,693 250 280,816 166,173 101,640 250 268,063 144,024 137,477 – – 250 144,274 250 137,727 102,960 9,266 250 112,476 98,280 8,845 250 107,375 90,948 8,185 250 99,383 86,814 7,813 250 94,877 85,800 7,722 250 93,772 81,900 7,371 250 89,521 22,737 76,396 250 99,383 86,814 7,813 250 94,877 – – 36,434 250 36,684 – – – P Crowley 2007 1,057,228 – 152,875 – 1,210,103 36,000 11,855 1,257,958 2006 917,997 – 158,916 (190,000) 886,913 36,000 10,727 933,640 Total – Directors 2007 1,681,570 – 152,875 – 1,834,445 276,696 13,605 2,124,746 Total – Directors 2006 1,575,455 – 158,916 (190,000) 1,544,371 169,482 12,227 1,726,080 * The incentives for the Executive Director and Executives under the three year Executive Incentive Scheme were provided for in the 2004/05 year and were written back in the 2005/06 year as the targets were not expected to be achieved. 77 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30. Related parties (continued) Key management personnel compensation (continued) Individual directors and executives compensation (continued) SHORT-TERM POST- EMPLOYMENT Salary & fees incentive Non- 1 year monetary benefits 3 year * incentive Super- annuation benefits Total $ $ $ $ $ $ Termin- ation benefits $ Other $ Total $ Executives E Harrison 2007 365,707 2006 447,268 S Wright 2007 417,957 2006 387,089 A Rusten 2007 272,087 2006 263,209 R Watkins (terminated 14 February 2007) 2007 161,844 2006 281,171 J Measroch 2007 278,245 2006 275,764 – – – – – – – – – – 83,345 – 449,052 105,000 4,260 – 558,312 87,546 (70,546) 464,268 – 5,118 – 469,386 50,473 – 468,430 123,420 4,069 – 595,919 60,845 (70,945) 376,989 100,592 3,993 – 481,574 74,310 23,835 – 346,397 26,700 3,262 – 376,359 – 287,044 25,288 3,070 – 315,402 42,132 – 203,976 70,000 5,103 250,000 529,079 50,936 – 332,107 58,725 3,152 – 393,984 50,168 – 328,413 26,663 3,258 – 358,334 67,223 – 342,987 25,485 3,125 – 371,597 G Oliver 2007 194,603 84,810 47,027 – 326,440 147,695 2,092 – 476,227 D Duncan (ceased key management personnel status 30 June 2006) 2006 177,333 79,425 62,289 (47,505) 271,542 138,475 1,973 – 411,990 2007 – – – – – – – – – 2006 258,151 – 123,019 (50,000) 331,170 27,420 3,266 – 361,856 L Patterson 2007 285,269 2006 250,744 – – 76,476 – 361,745 28,163 3,427 – 393,335 62,554 – 313,298 25,530 3,130 – 341,958 Total – Executives 2007 1,975,712 84,810 423,931 – 2,484,453 527,641 25,471 250,000 3,287,565 Total – Executives 2006 2,340,729 79,425 538,247 (238,996) 2,719,405 401,515 26,827 – 3,147,747 Total –Directors and Executives 2007 3,657,282 84,810 576,806 – 4,318,898 804,337 39,076 250,000 5,412,311 Total – Directors and Executives 2006 3,916,184 79,425 697,163 (428,996) 4,263,776 570,997 39,054 – 4,873,827 * 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 expected to be achieved.  78 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES 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 A Rusten J Measroch G Oliver L Patterson D Duncan Balance 1 July 2006 $ Balance 30 June 2007 $ Interest paid and payable in the reporting period $ Highest balance in period $ 1,095,000 980,000 610,255 141,269 – 339,745 362,900 97,303 486,457 858,540 – – 280,991 1,025,991 780,991 – – – – – – – – – 1,095,000 845,986 486,457 893,040 379,745 362,900 1,025,991 780,991 Loans totalling $2,525,040 (2006: $nil) were made to key management personnel or their related parties during the year. The loans made in the current financial year related to the Employee Share Plan. 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: Opening Balance $ Closing Balance $ Interest paid and payable in the reporting period $ Total for key management personnel 2007 3,706,901 5,830,110 Total for key management personnel 2006 4,769,637 3,706,901 – – Number in group at 30 June $ 5 8 Mr E Harrison has an unsecured housing loan of $75,000. This loan is interest free and repayable on termination. Mr D Duncan repaid a $500,000 housing loan during the current financial 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. Other key management personnel transactions with the Company or its controlled entities The consolidated entity purchased components and tooling of $355,128 (2006: $304,009) 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: In AUD Trade creditors CONSOLIDATED THE COMPANY 2007 2006 2007 2006 41,679 3,982 – – 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. 79 GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30. Related parties (continued) Movements in shares The movement during the reporting period in the number of ordinary shares in GWA International Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Directors: Non–Executive B Thornton J Kennedy M Kriewaldt D Barry R Anderson G McGrath W Bartlett Executive Directors P Crowley Executives E Harrison S Wright A Rusten R Watkins J Measroch G Oliver L Patterson 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 Held at 1 July 2006 Purchases Sales Held at 30 June 2007 15,023,402 52,000 10,000 100,000 12,372,389 28,890,832 420,458 – 500,000 620,975 168,750 – 100,000 200,000 231,250 100,000 – – – – – – – 100,000 100,000 300,000 – – 25,000 200,000 (1,500) (9,000) – (16,500) – (120,458) – – (607,064) – – (100,000) (200,000) (100,000) – 15,073,902 1,000 100,000 12,355,889 28,890,832 300,000 – 500,000 113,911 268,750 300,000 – – 156,250 300,000 Held at 1 July 2005 Purchases Sales Held at 30 June 2006 15,025,902 50,000 100,000 12,409,189 20,692,832 593,026 500,000 620,975 418,750 – 100,000 200,000 231,250 100,000 100,000 – – – – 8,198,000 – – – – – – – – – – (2,500) (40,000) – (36,800) – (172,568) – – (250,000) – – – – – – 15,023,402 10,000 100,000 12,372,389 28,890,832 420,458 500,000 620,975 168,750 – 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 personnel or their related parties at 30 June 2007 was 58,360,534 (2006: 57,036,806).  80 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30. Related parties (continued) Subsidiaries Loans are made by the Company to its wholly owned subsidiaries. The loans have no fixed date of repayment and are non–interest bearing. Loans are made by wholly owned subsidiaries to other wholly owned subsidiaries. These loans are categorised as funding or trading depending on the nature of transactions. The funding loans represent funding for tax, capital expenditure and initial investment transactions. Where the funding loans are for tax or capital expenditure and are also between different countries, interest is charged on these loans at market rates. Where the funding loans are in relation to initial investment transactions, these loans are considered part of the net investment in the wholly owned foreign subsidiary and accordingly these loans have no fixed date of repayment and are non–interest bearing. All other funding loans have no fixed date of repayment and are non–interest bearing. Trading transactions between wholly owned subsidiaries are generally transacted on 30 day credit terms. 31. Subsequent events To the best of our knowledge, since balance date, no matters have arisen which will, or may, significantly affect the operation or results of the consolidated entity in later years. 81 DIRECTORS’ DECLARATION 1. In the opinion of the directors of GWA International Limited (‘the Company’): (a) the financial statements and notes are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position of the Company and the consolidated entity as at 30 June 2007 and of their performance, as represented by the results of their operations and their cash flows, for the financial year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. There are reasonable grounds to believe that the Company and the controlled entities identified 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. 3. The directors have been given the declarations by the Managing Director and Chief Financial Officer for the financial year ended 30 June 2007 pursuant to Section 295A of the Corporations Act 2001. Dated at Brisbane on 21 August 2007. Signed in accordance with a resolution of the directors: Barry Thornton Director Peter Crowley Director  82 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GWA INTERNATIONAL LIMITED We have audited the accompanying financial report of GWA International Limited (the “Company”), which comprises the balance sheets as at 30 June 2007, and the income statements, statements of recognised income and expense, and statements of cash flows for the year ended on that date, a summary of significant accounting policies and other explanatory notes 1 to 31 to the financial statements, and the Directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The Directors of the Company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from mate- rial misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In note 1(a), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report of the consolidated entity and the Company, comprising the financial statements and notes, complies with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the entity’s internal control. An audit also involves evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company’s and the consolidated entity’s financial position and of their performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Auditor’s opinion on the financial report In our opinion: (a) the financial report of GWA International Limited is in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001. (b) the financial report of the consolidated entity also complies with International Financial Reporting Standards as disclosed in note 1(a). KPMG Sydney, 21 August 2007 Mark Epper Partner 83 OTHER STATUTORY INFORMATION AS AT 20 AUGUST 2007 Statement of shareholding In accordance with the Australian Securities Exchange Listing Rules, the directors state that, as at 20 August 2007, 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 1,679 6,889 3,495 2,165 122 1,117,710 20,913,050 26,436,065 45,904,363 185,551,807 % 0.4 7.5 9.4 16.4 66.3 14,350 279,922,995 100.0 The number of shareholders with less than a marketable parcel of shares is 116. 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; 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 20 August 2007: Shareholder HGT Investments Pty Ltd Number of Shares % of Shares on Issue 14,448,152 5.16  84 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT OTHER STATUTORY INFORMATION AS AT 20 AUGUST 2007 20 Largest shareholders as at 20 August 2007 Shareholder Number of Shares % Shares on Issue J P Morgan Nominees Australia Limited HGT Investments Pty Ltd National Nominees Limited Erand Pty Ltd KFA Investments Pty Ltd CJZ Investments Pty Ltd JMB Investments Pty Ltd Ashberg Pty Ltd Theme (No 3) Pty Ltd Australian Foundation Investment Company Limited Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited RBC Dexia Investor Services Australia Nominees Pty Limited (Bkcust A/c) ITA Investments Pty Ltd Mr Barry Thornton & Mr Chris Hamlin (The Sharp Family Account) Citicorp Nominees Pty Limited (CFS Future Leaders Fund A/c) Dabary Investments Pty Ltd Cogent Nominees Pty Limited Harvest Home Holdings Pty Ltd ANZ Nominees Limited Total 18,439,775 14,448,152 13,209,411 9,898,229 9,863,817 9,700,651 8,800,425 8,198,000 7,201,160 6,612,136 6,193,456 6,014,585 5,774,569 5,152,338 4,740,033 3,842,940 3,398,961 2,656,460 2,586,416 2,286,165 6.59 5.16 4.72 3.54 3.52 3.47 3.14 2.93 2.57 2.36 2.21 2.15 2.06 1.84 1.69 1.37 1.21 0.95 0.92 0.82 149,017,679 53.24 85 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 25 October 2007 commencing at 10:30 am. Shareholders will be mailed their Notice of Annual General Meeting and Proxy Form during September 2007. 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 Annual Reports are made available to shareholders on the Company’s website. Shareholders wishing to be mailed an Annual Report should notify the Company’s share registry in writing. Shareholders will be mailed the Notice of Annual General Meeting and Proxy Form which will include details on accessing the online Annual Report. Dividends Dividends are determined by the Board, having regard to the financial circumstances of the Company. Dividends are normally paid in April and October each year following the release of the Company’s half year and full year results to the market. The latest dividend details can be found on the Company’s website. 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 confirmed by an advice mailed to shareholders on that date, or emailed where shareholders have requested this form of communication. To ensure the timely 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 sufficient 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 Securities 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.  86 GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT SHAREHOLDER INFORMATION Shareholder Timetable 2007 30 June 21 August 10 September 14 September 17 September 2 October 23 October 25 October 31 December Financial year end Year end result and final dividend announcement Ex dividend date for final dividend Record date for determining final dividend entitlement Notice of Annual General Meeting and Proxy Form mailed to shareholders Final ordinary dividend and special dividend paid Proxy returns close 10:30 am Brisbane Annual General Meeting Half year end 1 Performance Highlights 2 Chairman’s Review 5 Managing Director’s Review of Operations 10 Strategic Direction and Business Divisions 15 GWA Sustainability Story 18 Board of Directors 20 Corporate Governance Statement 29 Directors’ Report 38 Financial Statements 83 Other Statutory Information 85 Shareholder Information and Timetable 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 incorporating water saving technologies, 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. Dux has developed an extensive range of innovative environmental products to meet the changing regulatory requirements, and which assist in reducing domestic energy consumption. 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, importers and distributors of domestic and commercial lawn and garden care equipment. Sebel is at the forefront of Australian design, manufacture, import and distribution of quality commercial furniture and seating. GWA International Limited was listed on the Australian Securities Exchange in May 1993 and is one of Australia’s largest designers, manufacturers, importers and distributors of household consumer products. The Company is the owner of an extensive range of well-known brands including Caroma, Dorf, Fowler, Stylus, Clark, Radiant, Irwell, Dux, Gainsborough, Sebel and Rover, and is the exclusive Australian distributor of other brands including Hansa and KWC. 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. The Company is a significant Australian employer and has manufacturing facilities located throughout Australia. GWA International Limited invests significantly in research and new product development which has enabled the businesses to maximise opportunities in a competitive marketplace. The Company is committed to the research and development of innovative environmental products which provide sustainable solutions for reducing domestic and commercial water consumption, and greenhouse gas emissions. 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 long term shareholder wealth through improved business performance and the pursuit of further appropriate domestic acquisitions that add value to its existing businesses, and that support expansion into new markets. Mission Statement GWA International Limited’s primary objective is to grow shareholder wealth. This objective will be achieved by continuing to invest in the development of its people, new products and world leading technologies, to sustain and build premium profitability of its businesses over time. The Company’s core business segment is building fixtures and fittings which will focus on the research and development of innovative new products to maximise market opportunities for the businesses. The Company will continue to develop products which provide sustainable solutions for reducing domestic and commercial water consumption, and greenhouse gas emissions. GWA International Limited will grow the profitability of its businesses by investing for sustainable growth and adapting its business models for a changing market. The Company will continue the pursuit of appropriate domestic acquisitions that add value to its existing businesses, and that support expansion into new markets. CORPORATE DIRECTORY HEAD OFFICE LOCATIONS 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 W J Bartlett, Non-Executive Director Company Secretary R J Thornton, CA B Com (Acc) LLB (Hons) LLM Registered Office Level 14, 10 Market Street Brisbane QLD 4000 AUSTRALIA Telephone: 61 7 3109 6000 Facsimile: 61 7 3236 0522 Website: www.gwail.com.au ASX code: GWT Auditor KPMG 10 Shelley Street Sydney NSW 2000 AUSTRALIA 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 Website: www.computershare.com.au Group Bankers BNP Paribas Citibank Commonwealth Bank of Australia National Australia Bank 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 Telephone: 61 2 9202 7000 Facsimile: 61 2 9869 0625 Websites: www.caroma.com.au www.smartflush.com.au www.fowler.com.au www.stylus.com.au www.wisa-sanitair.com www.starion-industries.com www.dorf.com.au www.clark.com.au DUX MANUFACTURING LIMITED Lackey 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 GAINSBOROUGH HARDWARE INDUSTRIES LIMITED 31-33 Alfred Street 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 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 7 A N N U A L R E P O R T GWA INTERNATIONAL LIMITED 2007 ANNUAL REPORT GWA INTERNATIONAL LIMITED ABN 15 055 964 380 Level 14 10 Market Street Brisbane Queensland 4000 Australia Telephone: 61 7 3109 6000 Facsimile: 61 7 3236 0522 Website: www.gwail.com.au BUILT ON STRONG BRANDS 

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