Annual Report 2011 G W A G r o u p L i m i t e d | 2 0 1 1 A n n u a l R e p o r t CONTENTS Five Year Financial Summary Company Profile and Mission Statement Chairman’s Review Managing Director’s Review of Operations Health and Safety GWA Bathrooms & Kitchens GWA Heating & Cooling GWA Door & Access Systems GWA Commercial Furniture Board of Directors Corporate Governance Statement Directors’ Report GWA Group Financial Report Other Statutory Information Shareholder Information and Timetable 1 2 4 6 10 12 13 14 15 16 18 26 40 91 92 2010/11 Year Performance Highlights ■■ Revenue from continuing operations increased by 11% to $726 million principally due to recent acquisitions ■■ Trading Earnings Per Share (EPS) from continuing operations improved by 14% ■■ Earnings before Interest and Tax (EBIT) from continuing ■■ Fully franked final dividend of 8.5 cents per share, with total operations of $107 million increased by 13% dividend maintained at 18.0 cents for the year ■■ Contributions from all business segments increased during the year with new acquisitions performing to plan ■■ Strong Australian currency and high Australian costs require further restructuring in 2011/12 to maintain competitiveness Five Year Financial Summary Revenue from continuing operations Earnings before interest, tax, depreciation, 2006/07 $’000 636,124 2007/08 $’000 648,902 2008/09 $’000 678,344 2009/10 $’000 656,809 2010/11 $’000 726,367 amortisation and restructuring costs 118,533 117,314 105,060 112,099 125,243 (%) 18.6 18.1 15.5 17.1 Depreciation and amortisation (19,779) (17,920) (18,105) (17,551) Earnings before interest, tax and restructuring costs (%) Interest (net) Trading profit before tax (%) Tax expense (%) Trading profit after tax Restructuring costs after tax Net profit after tax from continuing operations Loss from discontinued operations (net of income tax) Net profit after tax for the period Net cash from operating activities Capital expenditure Research and development Net debt Shareholders’ equity Other Ratios and Statistics Return on shareholders’ equity (%) Interest cover (times) Net debt / (net debt + equity) (%) Basic earnings per share (cents) Trading earnings per share (cents)* Ordinary dividend per share (cents) Special dividend per share (cents) Total dividend per share (cents) Franking (%) Ordinary dividend payout ratio (%) Share price (30 June) ($) Dividend yield (total dividend)(%) Number of employees * excludes restructuring expenses 17.2 (18,087) 107,156 14.8 98,754 15.5 99,394 15.3 86,955 12.8 94,548 14.4 (12,366) (14,623) (13,844) (15,027) (15,175) 86,388 13.6 84,771 13.1 73,111 10.8 79,521 12.1 91,981 12.7 (24,975) (24,612) (21,919) (24,068) (28,622) 28.9 61,413 (5,095) 56,318 – 56,318 24,841 21,516 5,360 225,614 408,802 13.8 9.6 35.6 20.2 22.0 18.0 4.0 22.0 100 89.1 4.42 5.0 1,957 29.0 60,159 (14,269) 45,890 – 45,890 102,992 22,235 6,056 193,557 389,120 11.8 8.0 33.2 16.4 21.5 18.0 1.5 19.5 100 109.8 2.50 7.8 1,786 30.0 51,192 (2,867) 48,325 – 48,325 78,628 17,348 6,619 154,985 426,164 11.3 7.6 26.7 16.9 17.9 18.0 – 18.0 100 106.5 2.30 7.8 1,891 30.3 55,453 – 55,453 (6,926) 48,527 67,165 15,450 7,729 175,952 431,089 11.3 7.5 29.0 16.2 18.5 18.0 – 18.0 100 111.1 3.01 6.0 1,922 31.1 63,359 – 63,359 – 63,359 88,558 24,727 9,486 198,083 439,995 14.4 8.3 31.0 21.0 21.0 18.0 – 18.0 100 85.7 2.75 6.5 2,150 Note: The financial years 2006/07 through to 2008/09 include the results of both Rover Mowers and Wisa Beheer. These businesses were divested during the 2009/10 financial year. GWA GROUP LIMITED 2011 ANNUAL REPORT Company Profile GWA Group Limited (GWA) listed on the Australian Securities Exchange in May 1993 and is Australia’s leading supplier of building fixtures and fittings to households and commercial premises. The Company has approximately 2,100 employees with manufacturing and distribution facilities located across Australia. GWA currently operates through four distinct business divisions including: GWA Bathrooms & Kitchens is Australia’s foremost designer, manufacturer, importer and distributor of domestic and commercial bathroom, kitchen and laundry products. The range is distributed under Australian brands including Caroma, Dorf, Fowler, Stylus, Clark, Epure, Radiant, Irwell and international brands including Hansa, Schell, KWC and Virtu. Our Mission GWA’s primary objective is to sustainably grow shareholder wealth over time. This objective will be achieved by continuing to invest in the development of people, systems, new products and world leading technology, to sustain and build the premium profitability of the business over time. The Company’s core building fixtures and fittings businesses will focus on the research and development of innovative new products to maximise market opportunities and create competitive advantage. The Company will continue to develop GWA GROUP LIMITED 2011 ANNUAL REPORT GWA Heating & Cooling is an Australian designer, manufacturer, importer and distributor of a range of hot water and ducted heating and cooling systems for the residential and commercial markets. The range is distributed under Australian brands including Brivis, APAC, Dux, EcoSmart and Radiant. GWA Door & Access Systems is a leading Australian designer, manufacturer, importer and distributor of a comprehensive range of domestic and commercial door hardware and fittings and garage doors and openers. The range is distributed under Australian brands including Gainsborough, Trilock, Renovator, Austral Lock, Gliderol, Matador and international brands including Hillaldam and Eco Schulte. GWA Commercial Furniture is at the forefront of Australian design, manufacture, import and distribution of quality commercial furniture and seating. The range is distributed under the Sebel brand. GWA has grown significantly since listing as a result of the strong operating performance of the Company’s core building fixtures and fittings businesses and successful acquisitions. The Company remains committed to growing shareholder wealth through continuous business improvement initiatives and pursuing acquisition opportunities that add value to its core business segments and that support expansion into new markets. products through sustainable manufacturing processes and which provide solutions for reducing domestic and commercial water consumption and carbon emissions. GWA will grow the profitability of its business by investing for sustainable growth and adapting its business models for a changing market. The Company will continue the pursuit of acquisition opportunities that add value to its core business segments and that support expansion into new markets. PMS279 Process Black 75% 3 Chairman’s Review Geoff McGrath The 2010/11 year has been one of contrast with the inconsistent performance of the dual speed Australian economy and extreme weather conditions causing disruption to building activity. The Board considers that the GWA businesses performed well in these circumstances. We now have three core business segments of scale including Bathrooms & Kitchens, Heating & Cooling and Door & Access Systems in the Australian building fixtures and fittings sector, and an efficient Commercial Furniture business. Our strategy to focus on the core Australian building fixtures and fittings businesses has been reinforced during the year with the acquisition of Gliderol Garage Doors and we will continue to look for sensible growth opportunities. Our overarching strategy is to expand through market and product extensions in our core business segments. This will be achieved through growing our existing businesses (organic growth) or through acquisitions (inorganic growth). We estimate that our core markets constitute $4 to $5 billion of annual activity in which the GWA Group currently has less than 15% market share. This provides opportunities for growth despite the competitive nature of these markets. The Commercial Furniture business has had a strong year but we will continue to test whether more value can be achieved by divesting this business. The Board itself is continuing to undergo a transition and has been strengthened during the year by the appointments of John Mulcahy and Peter Birtles as directors following the retirements of Barry Thornton and David Barry last year. Both appointments were made after an extensive search for suitable directors to complement the skills of the existing Board members. We are aware of the current focus on Board diversity but the appointments were based on attracting the most relevant skills and experience which are required for an effective Board. We will continue to look for opportunities to improve both diversity and relevant experience when making future appointments. OvERvIEW OF RESULTS The Group achieved a net profit after tax from continuing businesses of $63.4 million in the 2010/11 year on sales revenue of $726.4 million. Trading earnings before interest and tax of $107.2 million represented a 13.3% increase on the prior year’s performance due to contributions from acquisitions, sales generated from the Government stimulus programs and ongoing business improvement initiatives. We believe this is a credible performance given the decline in business activity in the second half of the year. The sharp decline in dwelling approvals in the second half of the year and the uncertainty and lack of confidence which is causing households to constrain discretionary spending, will create a challenging economic environment in the 2011/12 year. Our businesses are in good shape to take advantage of all opportunities in the weaker environment. The Managing Director will expand on the outlook for the year ahead together with our strategic priorities in his Review of Operations. DIvIDEnDS AnD CAPITAL MAnAGEMEnT The current GWA dividend policy is that absent an unexpected decline in profitability, ordinary dividends will be maintained at 18.0 cents per share until such time as it equals 70% to 80% of earnings. It is proposed that dividends will increase as profitability improves in accordance with the above dividend payout ratio. The Group’s strong operating cash flow enabled the directors to declare a final fully franked ordinary dividend of 8.5 cents per share to be paid in October. Together with the interim dividend of 9.5 cents per share paid in April, this maintains the ordinary fully franked dividend for the year at 18.0 cents per share, representing a payout ratio of 86%. We expect that the same ordinary dividend will be maintained in the year ahead, absent unforseen circumstances. The Dividend Reinvestment Plan will not be offered to shareholders for the final dividend and remains suspended. Net debt at the end of June 2011 was $198 million. Prudent management of our asset portfolio and working capital has meant that net debt has increased by only $22 million despite funding the $41 million Gliderol Garage Doors acquisition. Our debt is well covered by total bank facilities of $300 million and we appreciate the ongoing support of our banks including Commonwealth Bank, Australia and New Zealand Banking Group, National Australia Bank, GWA GROUP LIMITED 2011 ANNUAL REPORT Trading EBIT 10/11 09/10 08/09 07/08 06/07 $m Dividend Per Share 10/11 09/10 08/09 07/08 06/07 Ordinary Dividend Special Dividend 84 86 88 90 92 94 96 98 100 102 104 106 108 0 5.0 10.0 15.0 20.0 25.0 Trading EBIT up 13% reflecting contributions from acquisitions, sales from Government stimulus programs and ongoing business improvement initiatives. Strong operating cash flow has enabled ordinary dividends to be maintained at 18 cents per share fully franked. Westpac Banking Corporation and HSBC Bank Australia. Their support has been reinforced during the year through the refinancing of our debt facilities from bi-lateral arrangements to a syndicated facility with an extended maturity profile. ExECUTIvE REMUnERATIOn For the 2011/12 executive remuneration review, the Board engaged the services of an independent external remuneration adviser, Guerdon Associates, to assist with benchmarking executive remuneration levels. This independent advice, together with recent feedback from shareholders, has resulted in a decision to change the mix of our incentive structure including the strengthening of performance hurdles. Our Remuneration Report has been expanded this year to explain the changes which will be effective for the 2011/12 year. The Board has endeavoured to balance the need to address market trends whilst positioning GWA to retain and attract a high quality management team led by our experienced Managing Director of the past 8 years, Peter Crowley. As part of the changes, Mr Crowley has agreed to a freeze on his fixed remuneration for 3 years. Our executive and management incentive schemes cover approximately 16% of total staff employees with total short term incentive payments for the year representing less than 5% of trading profit. The Board believes this is a reasonable balance of reward for management and shareholders and is necessary to ensure we are market competitive to retain our high quality executive and management team. SUSTAInAbILITY AnD CARbOn EMISSIOnS The Board is committed to reducing energy, carbon emissions, water and waste across the GWA Group operations. We do believe that industrial processes, which account for 6% of direct carbon emissions, have been unfairly targeted for the proposed carbon tax to fund the Government’s direct action plans. Politically sensitive sectors with larger emission footprints have not been targeted in the same way. The carbon tax is another cost which negatively impacts Australian manufacturing, in addition to the strong Australian currency, and GWA will need to find further cost savings to ensure we remain a competitive supplier. GWA reports its group carbon emissions annually under the Federal Government’s National Greenhouse and Emissions Reporting (NGER) Scheme and the reports can be accessed on GWA’s website. We are enhancing transparency this year through the preparation of a standalone Sustainability Report to demonstrate the continuous improvement we aim to achieve for a sustainable future. This report will be placed on GWA’s website for access by shareholders and other interested parties. Our flagship operations, the Caroma sanitaryware factory at Wetherill Park and the Dux water heater factory at Moss Vale reduced carbon emissions by 11% and 13% respectively during the year. Active improvement programs are continually being worked on to ensure our facilities are world class in their environmental footprint. PRODUCT InnOvATIOn Product innovation is a core focus for sustaining our competitive advantage and in 2010/11 GWA spent 1.3% of revenue on product innovation and development. Our product development activities include product design, functionality and environmental attributes. We innovate both in the product itself and improved installation attributes to make our products more attractive to consumers, handymen and tradespeople. GWA PEOPLE Our business is only as good as our people and we aim to provide a safe and rewarding environment in the workplace. We are very pleased with progress in safety performance resulting in a 14% reduction in the total injury frequency rate in 2010/11. This is the sixth consecutive year of improvement and represents a consolidation of the step change in safety performance achieved in 2009/10. In closing, I would like to thank management and staff for their efforts in achieving the improved financial result in the 2010/11 year. The current year will be challenging but we have the right people and businesses to maximise our opportunities. 5 Managing Director’s Review of Operations Peter Crowley The results for 2010/11 are presented in the Financial Statements for GWA’s continuing operations and include a full year’s contribution from Brivis Climate Systems, which was acquired in April last year and five months contribution from Gliderol Garage Doors, which was acquired in January 2011. Revenue increased by 11% due to the contributions from the new acquisitions with like for like underlying sales being flat. Sales showed good growth in the first half of the year but the cessation of Government stimulus programs coincided with a decline in building activity in the second half of the year. The decline in activity was initially attributed to the adverse weather conditions across the east coast of Australia in the summer months but this broadened as low consumer confidence caused a general decline in discretionary spending and new dwelling approvals and renovation activity. The chart below demonstrates this trend by showing the twelve month moving annual numbers for dwelling activity since 2003. Given the above decline in activity we are pleased with the financial results for the 2010/11 year outlined below. This highlights the strong contributions from new acquisitions and the improvement in operating results with increased margins and strong operating cash flows. New Dwelling Activity – 12 Month Moving Average $million 2010/11 2009/10 % Change Sales Revenue 726.4 656.8 10.6% Trading EBIT EBIT Margin Trading Profit after Tax from Continuing Operations 107.2 94.5 13.3% 14.8% 14.4% 63.4 55.5 14.3% Discontinued Operations – (6.9) Net Profit after Tax 63.4 48.5 30.6% Cash generated from Operations 126.1 105.3 19.7% The 11% increase in sales revenue reflects the contributions from the new acquisitions. Underlying Australian demand increased sales by 1% but this was offset by weaker North American sales and some product price repositioning. For Australian demand, the positive contribution from sales to Government stimulus programs was offset by lower Dux environmental water heater sales. This reflects the impact of reductions in Federal Government rebates in August 2009. APPROVALS COMMENCEMENTS COMPLETIONS Source: BIS Shrapnel s r e b m u N l a u n n A g n i v o M 190,000 180,000 170,000 160,000 150,000 140,000 130,000 120,000 JUNE 03 JUNE 04 JUNE 05 JUNE 06 JUNE 07 JUNE 08 JUNE 09 JUNE 10 JUNE 11 (f) DEC 03 DEC 04 DEC 05 DEC 06 DEC 07 DEC 08 DEC 09 DEC 10 GWA GROUP LIMITED 2011 ANNUAL REPORT Sales and profit benefited from market development activities and our positioning to take maximum advantage of spending under the Federal Government’s Building the Education Revolution (BER) program. This program has principally benefited our Commercial Furniture business but also impacted our Bathrooms & Kitchens business segment. We see growth opportunities by extending these capabilities to enable a larger range of products to be offered with an installation and service option. We will continue to apply financial discipline as we look for growth opportunities with an emphasis on product and market extensions to our current core Australian building fixtures and fittings businesses. Continued strong operating cash flow reflects ongoing supply chain management improvements. Cash generated from operations of $126 million compared to $105 million in the prior year and assisted in maintaining our high dividend payout ratio whilst funding growth. Net debt increased by $22 million to $198 million despite funding the $41 million acquisition of Gliderol Garage Doors. STRATEGY AnD GROWTH Last year we confirmed that we have sufficient scope for growth in our core Australian building fixtures and fittings businesses through both organic and inorganic initiatives. This was further demonstrated during the year with the Gliderol Garage Door acquisition. We now have three core business segments of scale which are managed under separate management structures. These core business segments are reported separately in the Financial Statements as: ■■ Bathrooms & Kitchens ■■ Heating & Cooling ■■ Door & Access Systems In addition to these core business segments, we will look to maximise value in operating the non-core Sebel commercial furniture business. We tested the market in the past 12 months to see if there were potential new owners who put more value on the business than GWA. We have not yet reached agreement with a potential owner but are continuing with negotiations to sell the business, with a decision expected by the end of August 2011. As part of our strategy development, our core markets in Australia have been identified with an annual activity level of $4 to $5 billion. GWA has an overall 15% share of these markets which we will look to increase through organic or inorganic growth. Organic growth involves leveraging what we have by developing new market channels, extending existing relationships with builders and merchants, product innovation or new distributorships. Inorganic growth will be through product or market extensions which may involve the acquisition of businesses to facilitate the supply of new products that leverage our existing product offering or expanding our installation and service capabilities. The Gliderol Garage Doors acquisition is a good example of how we can acquire a business and add value by integrating garage door and household electronic access systems to provide a new product offering to the market. We also have strong builder relationships in both Gliderol and Gainsborough which can be leveraged to grow the businesses if we maintain a competitive offer to the market. The nature of GWA’s products means that there is an extensive installation and service offering in most of our businesses. Our core strategies for success in the businesses we operate are unchanged and involve the key value propositions to our markets, including: ■■ Investment in innovative and sustainable products; ■■ Leveraging our investment in brands, sales and marketing to ensure our products are specified and widely available; ■■ Low cost supply chain to ensure a cost competitive supply position; ■■ Continuing improvements in operational and business efficiency with the aid of a modern ERP system; and ■■ Optimising our supply chain infrastructure to deliver superior customer service levels. SEGMEnT PERFORMAnCE Segment performance reporting in the Financial Statements has been expanded to comprise the following: Bathrooms & Kitchens – sale of vitreous china toilet suites, hand basins, plastic cisterns, tapware, baths, spas, kitchen sinks, laundry tubs and bathroom accessories. Door & Access Systems – sale of garage doors, door handles and door access systems. Heating & Cooling – sale of water heating and climate control systems. Commercial Furniture – sale of education, hospitality and aged care furniture and stadia seating. A highlight of the 2010/11 results is that all business segments grew both revenue and trading EBIT which demonstrates the underlying improvement either through acquisitions or operating performance. Sales from Bathrooms & Kitchens were negatively impacted by the decline in North America sales and the need for some product price repositioning to compete with imported products. Competitiveness of imported products has improved due to the strong Australian currency. Some growth was achieved in more profitable product lines resulting in improved margins. Results were also assisted by the improvement in Wetherill Park factory operations and ongoing efficiency gains in back office activities leveraging our ERP systems investment. Door & Access Systems sales grew by 38% due to the inclusion of $29 million of sales from Gliderol Garage Doors, representing 5 months of trading following the acquisition in January. Underlying sales grew by 2.6% with some traction from the new Hillaldam distributorship late in the year. Trading conditions were particularly difficult in Queensland and the commercial sector was difficult nationally. A new residential electronic access system, integrating the garage door and front door, will be launched to the market in late 2011 to provide an up-sell option for builders. 7 Managing Director’s Review of Operations Cont. Segment results are summarised below: $million Sales Revenue 2010/11 2009/10 % Change Trading EBIT 2010/11 2009/10 % Change Bathrooms & Kitchens Door & Access Systems Heating & Cooling Commercial Furniture Other Total 339.9 337.4 0.8% 77.6 74.2 4.6% 114.0 82.9 37.6% 17.2 14.6 17.3% 195.3 161.5 20.9% 17.2 14.6 17.7% 77.3 74.8 3.2% 8.9 5.7 56.2% (0.1) 0.2 -13.7 -14.6 726.4 656.8 10.6% 107.2 94.5 13.3% Heating & Cooling sales include a full year’s contribution from Brivis Climate Systems which was acquired in April last year. Sales of Dux environmental water heaters were down 8% due to reduced government rebates. The integration of Brivis and Dux to identify leverage opportunities has progressed well and we continue to work on growth options from product development and leveraging builder relationships. The Moss Vale factory upgrade is progressing to plan and we expect commissioning to be completed in the second quarter of 2011/12. Commercial Furniture sales grew by 3% with the Federal Government’s BER program winding down in the last quarter of 2010/11. Trading EBIT grew strongly as the investment in our supply chain allowed us to maximise the value from these sales. to maintain our investment grade metrics and we will continue to evaluate the merits of the DRP as a source of funds for growth opportunities. GWA continued to enjoy the support of our banks and the maturity dates for the core facilities have been extended during the year with a change in our debt structure from bi-lateral arrangements to a syndicated bank facility. All our lending banks participated in the syndicate. We have sufficient undrawn facilities and have in-principle support from our banks to increase facilities to assist with funding growth opportunities if required. Bank $million Available Facilities Drawn Facilities Maturity Profile CASH FLOW Cash generated from operations increased by 20% to $126 million as the strong trading result was matched with improved working capital management. Our investment in working capital reduced from 23.9% to 21.8% of sales which indicates improved capital efficiency and good progress towards our target of 20%. Net capital expenditure on plant, equipment and systems of $25 million was up on last year due to the Moss Vale factory upgrade and the ongoing investment in rolling out our ERP systems upgrade across the group. Net interest paid during the year increased to $16.6 million due to higher debt levels to fund the Gliderol Garage Door acquisition. FInAnCIAL COnDITIOn AnD CAPITAL MAnAGEMEnT Net debt at June 2011 increased by $22 million to $198 million despite funding the $41 million acquisition of Gliderol Garage Doors. The gearing ratio (net debt/net debt plus equity) of 31% is within our target range and the leverage ratio (Net debt/EBITDA) is a very acceptable 1.53 times. Interest cover (EBITDA/Net Interest) of 8.64 times further highlights the Company’s strong financial metrics. Given the strength of our financial position we did not activate the Dividend Reinvestment Plan (DRP) during the year which demonstrates the benefits of ongoing cash flow management. As we search for growth options, one of our key financial criteria is 100 50 50 50 50 300 CBA ANZ NAB Westpac HSBC Gross debt Cash and deposits Net debt 78.2 39.1 39.1 39.1 39.1 234.6 July 2014 - $200 million July 2016 - $100 million (36.5) 198.1 RESTRUCTURInG With the sustained strength of the Australian currency and high cost of Australian manufacturing we have undertaken a review of the competitiveness of our businesses and concluded that further restructuring is required in 2011/12. We are committed to Australian manufacturing where it provides a source of competitive advantage but the strength of commodity prices and the ongoing weakness of the US economy is likely to sustain a high Australian currency for the foreseeable future and we must rebalance our sourcing strategies to remain competitive. As a result of the strategic review we have concluded the following: ■■ The Caroma sanitaryware factory at Wetherill Park will remain a core manufacturing operation but will focus on market service to supplement lower cost offshore supply. Some further capital investment will also be made to better support our value proposition; GWA GROUP LIMITED 2011 ANNUAL REPORT ■■ The Dux water heater factory at Moss Vale is currently undergoing an $18 million upgrade to enhance competitiveness and this will be completed in the second quarter of 2011/12; ■■ The Gainsborough die-casting and plating operations at Blackburn will close. Keying and assembly operations at Blackburn are integral to our market offer and will be retained; and ■■ The recently acquired, Gliderol Garage Doors and Brivis Climate Systems operations, and the Adelaide plastic cisterns operation remain integral to our market offer and will be retained. The restructuring will result in an 8% reduction in the total workforce with a total cost, including capital expenditure of approximately $20 million. We expect the profit and cash impact will be largely offset by property sales and working capital management improvements. Reduced operations will result in a 25% reduction in our Australian carbon footprint. HEALTH AnD SAFETY Management is committed to continuous improvement in the Company’s health and safety performance through better safety systems and processes, extensive communication with our workforce and increased diligence in identifying and removing safety risks across our workplace. The step change in safety performance achieved in 2009/10 has been consolidated with a further 14% decline in the total injury frequency rate in 2010/11. With our total injury frequency rate reducing to 10 we now have a consistent sense of purpose in creating a safe work environment for our people. Despite these impressive results, we still had 11 employees sustain a lost time injury during the year which we will strive to reduce. Good safety is good management which reflects both the efforts of management and the diligence of our workforce. We remain committed to continuous safety improvements with the objective of creating an injury free work environment. The chart below highlights the continued improvement in the total injury frequency rate in the 2010/11 year. GWA Group Total Injury Frequency Rate 45 40 35 30 25 20 15 10 5 0 2006 2007 2008 2009 2010 2011 SUSTAInAbILITY AnD CARbOn REDUCTIOn GWA has an active program to improve our impact on the environment through the reduction of energy, carbon emissions, water and waste. Our environmentally sustainable products are also a major source of competitive advantage for the Company. GWA reports greenhouse gas emissions under the National Greenhouse and Energy Reporting Scheme (NGER). We are supplementing this with a standalone Sustainability Report which will be placed on the GWA website to allow for transparency in our improvement initiatives. In 2010/11 GWA reported a total of 15,000 tonnes of direct carbon emissions and 33,000 tonnes of indirect carbon emissions through the purchase of energy. PEOPLE GWA’s long term success has been due to the efforts of a committed and talented workforce. We are continuing to examine ways to bring new thinking and skills into the business while also developing our people to provide succession opportunities. The Company recognises the benefits that can be achieved from a diverse workforce and has implemented policies aimed at improving workplace diversity. In support of these objectives, a significant investment has been made through the GWA Leadership Program with the aim of underpinning a high performance culture. This involves the development of personnel in core capabilities supported by rigorous goal setting and performance management procedures. During 2010/11 GWA joined with the Australian Institute of Management to develop an in-house Certificate of Management program. This constitutes 4 modules of advanced learning to better prepare our managers to be effective in their roles. OUTLOOk The 2011/12 year will benefit from a full year of trading from Gliderol Garage Doors but we expect that underlying demand will reduce by 3% to 4% due to lower dwelling approvals, cessation of Government stimulus programs and reduced household discretionary spending impacting renovation activity. A range of restructuring activities will be undertaken during the year to improve competitiveness which will require a transition in our supply chains to lower our cost base. As noted earlier, we expect this to involve an 8% reduction in the workforce with the cost in the year being largely offset by property sales and working capital efficiency improvements. Given the current market uncertainty it is difficult to provide guidance for 2011/12 until we confirm the underlying demand and we will be in a better position to update the market at the Annual General Meeting in October following first quarter trading. We expect the 2011/12 ordinary dividend payout will be maintained at current levels in accordance with the dividend policy, absent unforeseen circumstances. 9 Health and Safety GWA Group continues to ensure that it provides a safe workplace for its employees, contractors, visitors and customers in an efficient and compliant manner. Through divisional or site based health and safety advisers, GWA promotes awareness of health and safety in a continuous improvement environment. The health and safety advisers meet with the Group Risk Manager with the collective objectives of: ■■ Discussing safety performance, goals and improvement strategies ■■ Exchanging ideas and detailing successful improvement programs ■■ Promoting training through guest speakers and external experts ■■ Arranging visits to view best practice sites ■■ Planning for cross site auditing (whereby health and safety advisers visit other internal GWA sites) ■■ Planning and implementing of new systems and procedures The Group Risk Manager reports twice per annum to the Audit Committee. The reporting includes current health and safety performance, current improvement plans and compliance to regulations. An audit plan, consistent with health and safety objectives, is also presented for approval by the Audit Committee for the new financial year. HEALTH AnD SAFETY PERFORMAnCE GWA Group measures a range of balanced safety performance indicators. Proactive indicators such as number of hazards identified, risk assessments undertaken and actions issued and completed on time are recorded for each GWA site. GWA GROUP LIMITED 2011 ANNUAL REPORT Three key measures of safety outcomes are: 1. Lost Time Injury Frequency Rate (LTIFR) which measures lost time (injury that results in an inability to work for at least one full shift) 2. Medical Treatment Injury Frequency Rate (MTIFR) which measures the number of doctor treated injuries per million hours worked 3. Injury Severity Rate which measures the number of hours for a lost time injury per million hours worked The collective sum of MTIFR plus LTIFR results in the Total Injury Frequency Rate (TIFR) for GWA Group. Major projects for the 2010/11 year include: ■■ Undertaking of external pilot program on safety leadership for supervisors and front line managers ■■ Commenced work on transition to the new harmonisation Work Health and Safety Act that will operate from 1 Jan 2012 ■■ Commenced integration of Gliderol (acquired in January 2011) ensuring health and safety systems are consistent with GWA policies and procedures At the start of the 2010/11 year GWA set a target of 30% year on year improvement on the 2009/10 results for TIFR. The actual improvement in performance was 14% but was influenced by weaker results from Gliderol, GWA Group’s most recent acquisition. Highlights within the GWA Group business units include: GWA Group Total Injury Frequency Rate 50 40 30 20 10 0 2006 2007 2008 2009 2010 2011 GWA Group Lost Time Injury Frequency Rate 10 8 6 4 2 0 2006 2007 2008 2009 2010 2011 GWA Group Medical Treatment Injury Frequency Rate 35 30 25 20 15 10 5 0 2006 2007 2008 2009 2010 2011 ■■ GWA Bathrooms & Kitchens achieved a TIFR of 3.84, down 70% from the previous year GWA Group Injury Severity Rate ■■ GWA Commercial Furniture achieved a Lost Time Injury free year ■■ GWA Heating & Cooling (Dux) achieved a Lost Time Injury free year Improvement objectives are planned to be met through continuation of the 2010/11 initiatives and further integration of health and safety systems into Gliderol. Some key sites are planning to work towards the AS4801 safety management system. 6000 5000 4000 3000 2000 1000 0 2006 2007 2008 2009 2010 2011 11 HEAD OFFICE LOCATIOn GWA Bathrooms & Kitchens Caroma Industries Limited 4 Ray Road Epping NSW 2121 AUSTRALIA Telephone 61 2 9202 7000 Facsimile 61 2 9202 7099 Websites: www.caroma.com.au www.fowler.com.au www.dorf.com.au www.irwell.com.au www.stylus.com.au www.epure.com.au www.clark.com.au www.radiantstainless.com.au www.toiletrebate.com.au www.starionaust.com.au PMS279 Process Black 75% SEGMEnT PERFORMAnCE Sales Revenue Trading EBIT Margin 2010/11 $’000 2009/10 $’000 339,915 337,377 77,631 22.8% 74,208 22.0% Increase 0.8% 4.6% bUSInESS DESCRIPTIOn GWA Bathrooms & Kitchens is Australia’s foremost designer, manufacturer, importer and distributor of domestic and commercial bathroom and kitchen products. The product range includes sanitaryware, tapware, showers, accessories, bathware, stainless steel sinks and laundry tubs. GWA Bathrooms & Kitchens is at the forefront of product innovation incorporating water saving technology and is the market leader in water efficient sanitaryware and tapware. MAIn PRODUCTS AnD SERvICES Vitreous china toilet suites, urinals, basins, plastic cisterns, bathroom accessories and fittings. Acrylic and pressed steel spas, baths and shower trays. Tapware, showers and accessories, stainless steel sinks and laundry tubs. MAjOR bRAnDS Owned: Caroma, Dorf, Fowler, Stylus, Clark, Epure, Radiant, Irwell Exclusive: Hansa, Schell, KWC, Virtu OPERATInG LOCATIOnS Australia, New Zealand, North America, China MAjOR MARkETS New dwellings, renovation, replacement and commercial markets in Australia, New Zealand and selected international markets. STRATEGIC DIRECTIOn GWA Bathrooms & Kitchens will maintain leadership in the domestic market by creating value for its customers through the development of innovative products with appealing design and advanced water saving technology, and providing a superior level of customer service. GWA Bathrooms & Kitchens will continue to invest in its iconic brands to reinforce its brand values. GWA Bathrooms & Kitchens is committed to continuous process improvement in its Australian manufacturing and supply operations. GWA GROUP LIMITED 2011 ANNUAL REPORT STRATEGIC DIRECTIOn GWA Heating & Cooling will continue to develop its range of climate solutions for consumers and take them to market through its channel partners under its strong brands. Much of the development in the division will be centered around reducing energy and water consumption to meet emerging Australian regulations. GWA Heating & Cooling will continue to strengthen its key customer and channel relationships, invest in brands and reduce costs through investment in improved manufacturing capability and selective sourcing of products and components. HEAD OFFICE LOCATIOn GWA Heating & Cooling Dux Manufacturing Limited Lackey Road Moss Vale NSW 2577 AUSTRALIA Telephone 61 2 4868 0200 Facsimile 61 2 4868 2014 Brivis Climate Systems Pty Ltd 61 Malcolm Road Braeside VIC 3195 AUSTRALIA Telephone 61 3 9264 9555 Facsimile 61 3 9264 9400 Websites: www.dux.com.au Website: www.brivis.com.au www.ecosmart.com.au www.hotwaterrebate.com.au SEGMEnT PERFORMAnCE Sales Revenue Trading EBIT Margin 2010/11 $’000 2009/10 $’000 195,298 161,495 17,195 14,607 8.8% 9.0% Increase 20.9% 17.7% bUSInESS DESCRIPTIOn GWA Heating & Cooling was formed after the acquisition of Brivis Climate Systems in April 2010. The division comprises the Dux, EcoSmart and Brivis business units. GWA Heating & Cooling is an Australian designer, manufacturer and importer of hot water, heating and cooling systems. All products are developed to provide consumers with greater control and comfort in their home or place of work. GWA Heating & Cooling has developed an extensive range of innovative environmental products to meet changing regulatory requirements, while assisting consumers to reduce their energy consumption and manage comfort in the home. MAIn PRODUCTS AnD SERvICES A wide range of products to assist consumers manage comfort and energy in their homes. The range includes hot water systems, including mains pressure gas and electric storage, continuous flow gas, electric and gas boosted solar and heat pump products; heating and cooling systems, including ducted gas furnaces, evaporative coolers and refrigeration based heating and cooling systems, and photovoltaic renewable energy systems. MAjOR bRAnDS Owned: Brivis, APAC, Dux, EcoSmart, Radiant OPERATInG LOCATIOnS Australia, overseas distributors MAjOR MARkETS GWA Heating & Cooling participates in the new home, renovation and replacement or breakdown markets primarily for residential applications. 13 HEAD OFFICE LOCATIOn GWA Door & Access Systems Gainsborough Hardware Industries Limited 31-33 Alfred Street Blackburn VIC 3130 AUSTRALIA Telephone 61 3 9877 1555 Facsimile 61 3 9894 1599 Websites: www.gainsboroughhardware.com.au www.ausloc.com Gliderol International Pty Limited 32 Jacobsen Crescent Holden Hill SA 5088 AUSTRALIA Telephone 61 8 8261 9633 Facsimile 61 8 8261 9700 Website: www.gliderol.com.au SEGMEnT PERFORMAnCE Sales Revenue Trading EBIT Margin 2010/11 $’000 114,026 17,158 15.0% 2009/10 $’000 82,881 14,622 17.6% Increase 37.6% 17.3% bUSInESS DESCRIPTIOn GWA Door & Access Systems is a leading Australian designer, manufacturer, importer and distributor of a comprehensive range of domestic and commercial door hardware and fittings, including security products. In January 2011, the division was expanded with the acquisition of the Australian garage door and opener business of Gliderol. Gliderol is a leading manufacturer and distributor of garage door and openers for the residential and commercial markets. MAIn PRODUCTS AnD SERvICES A comprehensive range of door hardware and access systems comprising door handles (knobs and levers), door locks, door closers, hinges and other door accessories. A wide range of roller doors, automatic operators, gate operators, sectional overhead doors, roller shutters, tilt door, specialty doors, garage storage solutions and accessories. MAjOR bRAnDS Owned: Gainsborough, Trilock, Renovator, Austral Lock, Gliderol, Matador Exclusive: Hillaldam, Eco Schulte OPERATInG LOCATIOnS Australia, New Zealand, export markets MAjOR MARkETS Domestic home builders, DIY and building projects, commercial buildings and multi-dwelling developments. STRATEGIC DIRECTIOn GWA Door & Access Systems strategic direction encompasses the development of new and innovative door hardware, access system technologies and garage door products to suit domestic buildings and commercial projects. GWA Door & Access Systems will continue to focus on its key customer relationships through market leading product innovation and design, and superior levels of customer service. GWA GROUP LIMITED 2011 ANNUAL REPORT STRATEGIC DIRECTIOn As well as its strong emphasis on new product development, GWA Commercial Furniture will continue to pursue traditional markets using its strong brand name and good customer service to drive sales through increased market share. Current export markets will also be expanded with the division pursuing opportunities in education and stadia markets overseas. HEAD OFFICE LOCATIOn GWA Commercial Furniture Sebel Furniture Limited 92 Gow Street Padstow NSW 2211 AUSTRALIA Telephone 61 2 9780 2222 Facsimile 61 2 9793 3152 Website: www.sebel.com.au SEGMEnT PERFORMAnCE Sales Revenue Trading EBIT Margin 2010/11 $’000 2009/10 $’000 77,260 74,839 8,940 11.6% 5,724 7.6% Increase 3.2% 56.2% bUSInESS DESCRIPTIOn GWA Commercial Furniture Division is at the forefront of Australian design, manufacture, import and distribution of quality commercial furniture and seating. MAIn PRODUCTS AnD SERvICES 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 and aged care markets. MAjOR bRAnDS Owned: Sebel OPERATInG LOCATIOnS Australia, New Zealand, Hong Kong, United Kingdom, Germany and dealers in over 50 export markets. MAjOR MARkETS Entertainment, hospitality, healthcare, public seating, sports stadia, corporate and educational markets. Sells direct to builders, developers, clubs and hotels. 15 DARRYL MCDOnOUGH bbUS (ACTY), LLb (HOnS), SjD, FCPA, FAICD Deputy Chairman and non-Executive Director ■■ Expertise: Experienced public company director and lawyer ■■ Special Responsibilities: Deputy Chairman of Board, Member of Nomination Committee Mr McDonough was appointed a Non-Executive Director of GWA Group Limited in February 2009 and was appointed Deputy Chairman in October 2009. He has over 25 years of corporate experience as a director and lawyer. He has served as a director of a number of public companies in the past, including Bank of Queensland Limited and Super Retail Group Limited and is a Past-President of The Australian Institute of Company Directors, Queensland Division. During the past three years, Mr McDonough has served as a director of the following other listed company, and the period in which the directorship has been held: ■■ Super Retail Group Limited 2003 – 2010 RObERT AnDERSOn non-Executive Director ■■ Expertise: Property investment and transport logistics Mr Anderson was appointed a Non-Executive Director of GWA Group Limited in 1992. He was appointed a director of the former public company, GWA Limited in 1979 after joining the Group in 1955 where he gained wide experience in management, investment and property matters. board of Directors GEOFF MCGRATH MIIE Chairman and non-Executive Director ■■ Expertise: Manufacturing and general management ■■ Special Responsibilities: Chairman of Board, Chairman of Nomination Committee and member of Audit and Remuneration Committees Mr McGrath was appointed a Non-Executive Director of GWA Group Limited in 2004 and was appointed Chairman effective 1 July 2010. He retired from GWA Group Limited in May 2003 after 43 years service, including the last 10 years as Managing Director. In 1982 Mr McGrath was appointed Managing Director of the GWA Manufacturing Group companies following the takeover of UPL Group by the former public company, GWA Limited. 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 2003 – 2009 *denotes current directorship +denotes Chairman PETER CROWLEY bA bECOn FAICD Managing Director ■■ Expertise: Broad manufacturing experience in Australia and overseas 2003: Managing Director of GWA Group Limited; 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. GWA GROUP LIMITED 2011 ANNUAL REPORT bILL bARTLETT FCA, CPA, FCMA, CA(SA) non-Executive Director jOHn MULCAHY PHD (CIvIL EnGInEERInG), FIE AUST non-Executive Director ■■ Expertise: Chartered Accountant, actuarial, insurance and ■■ Expertise: Civil Engineer and experienced public company director financial services ■■ Special Responsibilities: Chairman of Audit and Remuneration Committees and a member of the Nomination Committee Mr Bartlett was appointed a Non-Executive Director of GWA Group Limited in 2007 and Chairman of the Audit Committee in October 2009. He 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 Chairman of the Cerebral Palsy Council of Governors. 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 Group Limited since 2003* ■■ Reinsurance Group of America Inc (NYSE) since 2004* ■■ Abacus Property Group since 2007* *denotes current directorship PETER bIRTLES bSC, ACA non-Executive Director ■■ Expertise: Chartered Accountant, retail, financial and operational ■■ Special Responsibilities: Member of Audit Committee Mr Birtles was appointed a Non-Executive Director of GWA Group Limited in November 2010. He is a Chartered Accountant and is the current Managing Director and Chief Executive Officer of Super Retail Group Limited (“Super Retail”). He was formerly the Chief Financial Officer of Super Retail. Prior to joining Super Retail, he held a variety of finance, operational and information technology roles with The Boots Company in the United Kingdom and Australia and worked for Coopers & Lybrand. During the past three years, Mr Birtles has served as a director of the following other listed companies, and the period in which the directorship has been held: ■■ Super Retail Group Limited since 2006* *denotes current directorship ■■ Special Responsibilities: Member of Remuneration Committee Mr Mulcahy was appointed a Non-Executive Director of GWA Group Limited in November 2010. He is a Fellow of the Institute of Engineers and is a Non-Executive Director of Mirvac Group Limited, Chairman of Coffey International Limited and a Guardian of the Future Fund. He is the former Managing Director and Chief Executive Officer of Suncorp Group Limited (“Suncorp”). Prior to joining Suncorp, he held a number of senior executive roles at the Commonwealth Bank and Lend Lease Corporation. During the past three years, Mr Mulcahy has served as a director of the following other listed companies, and the period in which the directorships have been held: ■■ Mirvac Group Limited since 2009* ■■ Coffey International Limited since 2009*+ ■■ Suncorp Group Limited 2003 – 2009 *denotes current directorship +denotes Chairman RICHARD THORnTOn CA b COM LLb (HOnS) LLM Executive Director and Company Secretary ■■ Expertise: Chartered Accountant, taxation and finance Mr Thornton was appointed an Executive Director of GWA Group Limited in May 2009. He joined GWA Group Limited in 2002 as Group Taxation Manager and Treasurer and was appointed Company Secretary in 2003. He is a Chartered Accountant and is experienced in accounting, taxation and finance through positions at Coopers & Lybrand, Citibank and Ernst & Young in Australia and overseas. Mr Thornton continued in his role as Company Secretary following his appointment as an Executive Director in 2009. He is a Director of Great Western Corporation Pty Ltd. 17 Corporate Governance Statement for the Year Ended 30 june 2011 The board of Directors is responsible for the corporate governance of GWA Group ■■ Monitoring of executive and senior management performance, including the implementation of corporate strategies, and ensuring appropriate resources are available Limited (“the Company”) which is an ■■ Appointment and monitoring of the performance of the Managing essential part of the role of the board. Director The Company’s corporate governance practices have been in place since listing and are constantly reassessed in the light of experience, contemporary views and 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. The Board supports the Corporate Governance Principles and 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. The Board supports the changes to the recommendations requiring disclosure of the Company’s diversity policies which are effective from 1 January 2011. In recent years, the Company has implemented a number of important diversity related policies and initiatives to further the Board’s objective for achieving a diverse workforce. A specific Diversity Policy is currently being developed in accordance with the recommendations and will be implemented during the 2011/12 year. Details of the Diversity Policy will be outlined in next year’s Corporate Governance Statement. PRInCIPLE 1 – LAY SOLID FOUnDATIOnS FOR MAnAGEMEnT AnD OvERSIGHT Role of the board The Board is responsible for the long term growth and financial performance 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: ■■ Providing input and final approval of corporate strategies and performance objectives developed by senior management ■■ Approval and monitoring of financial and other reporting GWA GROUP LIMITED 2011 ANNUAL REPORT ■■ 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 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 reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Company’s website for a copy of the charter. Delegations Policy The Board has approved a Delegations Policy which clearly outlines the authorities of the Board and those which have been delegated to senior executives. The policy ensures that the executives understand the authorities delegated by the Board and are accountable to the Board for its compliance. Annual reviews are conducted on the appropriateness of the delegated authorities and any material breaches are reported to the Board. Letter of Appointment New directors of the Company are provided with a formal letter of appointment which outlines the key terms and conditions of their appointment. Similarly, senior executives including the Managing Director and Chief Financial Officer have formal job descriptions and letters of appointment describing their salary arrangements, rights and responsibilities and entitlements on termination. A comprehensive induction program is available to directors and senior executives to ensure full understanding of the Company, its policies and procedures and the industry within which it operates. Profiles of the directors are set out on in the Annual Report. The profiles outline the skills, experience and expertise of each Board member, including the period of office held by each director. Performance Reviews Performance reviews of staff including senior executives are conducted formally on a bi-annual basis. The performance review process is critical to the development of staff and enables performance issues to be addressed. The Company has identified core competencies for the key roles in the organisation and these are incorporated into individual job descriptions. During the performance review process, the performance of staff is assessed against the business objectives and core competencies. Measurable personal financial and business improvement goals are established during the performance review process and the achievement of the personal goals is incorporated into the Company’s Short Term Incentive Plan as outlined in the Remuneration Report. PRInCIPLE 2 – STRUCTURE THE bOARD TO ADD vALUE board Meetings The Board meets at least 10 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 business, the Board regularly conducts Board meetings at the various business locations followed by management presentations and site tours. The Divisional General Managers are required to regularly attend and present at the Board meetings on operational issues and performance. An annual group strategy meeting is held as part of the budget approval process which enables the Board to review corporate strategies and performance with the Divisional General Managers. This ensures that the Board is effectively carrying out its duties of providing input and 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 Executive Director is responsible for the completion and dispatch of the agenda and Board papers for each meeting. The Executive Director prepares the draft minutes for each meeting, which are tabled at the next Board meeting for review and approval. The Executive Director is accountable to the Board, through the Chairman, on all corporate governance matters. 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 consist of 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 be financially literate and have 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. Independence of Directors The Board considers that the non-executive 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 considering the relationships which may affect independent status as outlined in the recommendations of the ASX Corporate Governance Council, it has been determined that the Company’s non-executive directors are independent. Therefore, the Board comprises 75% independent directors and 25% non-independent directors (being the Managing Director and Executive Director) which meets the recommendations of the ASX Corporate Governance Council. The following non-executive directors are considered by the Board to be independent: ■■ Mr Geoff McGrath, Chairman and Non-Executive Director ■■ Mr Darryl McDonough, Deputy Chairman and Non-Executive Director Composition of the board The Board presently comprises 8 directors, 6 of whom, including the Chairman and Deputy Chairman, are non-executive directors and 2, the Managing Director and Executive Director, are executive directors. ■■ Mr Robert Anderson, Non-Executive Director ■■ Mr Bill Bartlett, Non-Executive Director ■■ Mr John Mulcahy, Non-Executive Director ■■ Mr Peter Birtles, Non-Executive Director 19 Corporate Governance Statement for the Year Ended 30 june 2011 Cont. 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. board Succession Planning The Board has established succession plans for the retirement of individual Board members to ensure an appropriate balance of skills, experience and expertise on the Board. The Board views director renewal as an essential process to ensure optimal Board performance. In accordance with the succession plans, the following director retirements and appointments have occurred in recent years: ■■ Appointment of Mr Bill Bartlett in 2007 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. 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. nomination Committee The Nomination Committee meets as required and on several occasions throughout the year. For membership and attendance details of the Nomination Committee, refer to the Directors’ Report. The composition of the Nomination Committee is based on the following principles: ■■ The Nomination Committee should consist of non-executive ■■ Retirement of Mr Martin Kriewaldt in 2008 directors only ■■ Retirement of Mr Jim Kennedy in 2009 ■■ The Nomination Committee should consist of a majority of ■■ Appointment of Mr Darryl McDonough in 2009 ■■ Appointment of Mr Richard Thornton in 2009 ■■ Retirement of Mr Barry Thornton in 2010 ■■ Retirement of Mr David Barry in 2010 ■■ Appointment of Mr John Mulcahy in 2010 ■■ Appointment of Mr Peter Birtles in 2010 Further director retirements and appointments are expected in future years to continue the Board succession planning process, whilst ensuring an efficient and effective Board is maintained. 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. 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 reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Company’s website for a copy of the charter. The main responsibilities of the Committee include: ■■ Assessment of the necessary and desirable competencies of Board members ■■ Review of the Board succession plans ■■ Evaluation of the performance and contributions of Board members ■■ Recommendations for the appointment and removal of directors ■■ Review of the remuneration framework for the non-executive directors ■■ Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter GWA GROUP LIMITED 2011 ANNUAL REPORT In performing its responsibilities, the Nomination Committee receives appropriate advice from external consultants and other advisers as required. acceptance form is signed by new employees acknowledging their understanding and on-going compliance with the Code of Conduct and the Company’s policies and procedures. The Executive Director prepares the draft minutes for each Nomination Committee meeting, which are tabled at the next Nomination Committee meeting for review and approval. The draft minutes are also included in the Board papers of the next Board meeting following the Nomination Committee meeting. Selection and Appointment of Directors The Nomination Committee is responsible for the selection and appointment of directors. In the circumstances where there is a need to appoint a director, whether due to the retirement of a director, growth of the Company, or changed circumstances of the Company, certain procedures will be followed including the following: ■■ Determination of the skills and experience appropriate for an appointee, having regard to those of the existing directors and other likely changes to the Board; ■■ Upon identifying a potential appointee, consider the competency and qualifications, independence, other directorships, time availability, and the effect that their appointment would have on the overall balance of the composition of the Board; and ■■ The Board members consent to the proposed appointee. Induction Program The Nomination Committee is responsible for ensuring that an effective induction program for new directors is in place and regularly reviewed to ensure its effectiveness. The Board has developed a comprehensive induction program for new directors to allow the new 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. Performance Evaluation On an annual basis, the Nomination Committee conducts a formal evaluation of the performance of the Board, the Board Committees and the individual Board members to determine whether functioning effectively by reference to current good practice. The performance evaluation is conducted by the Chairman of the Board through open discussions with the Board members and detailed questionnaires as required. Any issues or improvement opportunities identified from the performance evaluation are actioned. PRInCIPLE 3 – PROMOTE ETHICAL AnD RESPOnSIbLE DECISIOn-MAkInG Code of Conduct The Company’s objective is to conduct 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 The Code of Conduct states the values and policies of the Company and complements the Company’s risk management and internal control practices. The Code of Conduct is reviewed annually and updated to ensure that it reflects current good practice and to promote the ethical behaviour of all employees. Refer to the Company’s website for a copy of the Code of Conduct. Share Trading Policy The Company has developed a share trading policy which prohibits directors, officers and other “potential insiders” from trading in GWA shares during designated periods unless exceptional circumstances exist. 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 Board. 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 GWA shares. In addition, employees must not engage in any active short term trading in GWA 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 Executive Director within two business days after trading, to enable the Executive Director to lodge the required disclosures with the Australian Securities Exchange. Diversity in the Workforce The Company is committed to the promotion of diversity in the organisation through the implementation of targeted employment policies and initiatives to achieve a diverse workforce. The Board understands the significant benefits that can arise from increasing the pool of talent from which the Company can draw high quality employees and the different perspectives that can be brought to the organisation from a diverse workforce. The Company’s current employment policies encourage diversity within the workforce and the Board proposes to strengthen its diversity focus through the development and implementation of a specific Diversity Policy containing measurable objectives for the Board to assess. The policy will be approved by the Board during the 2011/12 year and will be made available on the Company’s website. In recent years, the Company has introduced a number of diversity related policies and initiatives with the specific aim of increasing the number of women within the workforce, particularly in management positions. The new policies were implemented to promote ‘Work Life Balance’, assist in attracting more females to apply for positions 21 Corporate Governance Statement for the Year Ended 30 june 2011 Cont. ■■ 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 and accounting related expertise The Audit Committee is governed by a charter which outlines the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Company’s website for a copy of the charter. A detailed Terms of Reference has been developed to ensure the Audit Committee meeting agenda is consistent with the Committee’s role and responsibilities as outlined in the charter. The External Auditor, Managing Director, Chief Financial Officer, Executive Director, Group Commercial Manager, Group Risk 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 members. At the Audit Committee meetings, the 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 function ■■ 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 The Executive Director 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. advertised and retaining the current female employees. The policies covered flexible work arrangements, phased retirement, career breaks, unpaid leave and paid parental leave. As outlined in the Company’s 2011 Equal Opportunity for Women in the Workplace Report, the overall workforce consists of 29% women and 71% men. Of those employees in leadership or management positions, 19% are women. There are currently no women on the Board or holding an executive position. However, over a 12 month period the Company has seen an increase in the number of women in senior management positions and they now comprise 18% of senior managers in the organisation which is an increase of 5% on the prior year. The following table outlines the Company’s workplace profile at 31 March 2011: Title Board Senior Executives Senior Managers Managers Team Leader/Supervisor Professional Skilled Workers Admin Staff Production/Distribution Staff Sales Staff Service Staff Total % Women % Men 0 0 18 15 36 16 1 78 22 30 64 29 100 100 82 85 64 84 99 22 78 70 36 71 The Company is an active equal opportunity employer which is highlighted in the employee recruitment process, and is compliant with the Equal Opportunity for Women in the Workplace Act 1999. PRInCIPLE 4 – SAFEGUARD InTEGRITY In FInAnCIAL REPORTInG Audit Committee The Audit Committee meets as required and at least four times throughout the year. For membership and attendance details of the Audit Committee, refer to 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 consist of a majority of independent directors ■■ The Chairperson of the Audit Committee must be an independent director and not Chairperson of the Board GWA GROUP LIMITED 2011 ANNUAL REPORT 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. External Auditor Independence The Board recognises the importance of a truly independent external 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 approved by the Board on the role of the External Auditor, which is designed to ensure the independence of the external audit function. The Audit Committee reviews the independence of the external audit function annually and makes a recommendation to the Board on continuing independence. As part of this review, the Audit Committee examines the non-audit roles performed by the External Auditor to satisfy itself that the auditor’s independence is not compromised. Whilst the value of 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. As a further measure to ensure the independence of the audit function, the Chairman of the Audit Committee must pre-approve all audit services provided by the External Auditor and non-audit services with a value of greater than $5,000. During the year, the Company’s External Auditor, KPMG, provided an Auditor Independence Declaration to the Board (refer to the Directors’ Report) that, to the best of their knowledge and belief, there have been no contraventions of: 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. An audit partner rotation plan has been reviewed and approved by the Audit Committee to ensure the transition process is managed effectively. In accordance with the plan, effective from 1 July 2010, Mr Greg Boydell was appointed the Lead Engagement Partner following the rotation of Mr Mark Epper. PRInCIPLE 5 – MAkE TIMELY AnD bALAnCED DISCLOSURE The Company is committed to ensuring the timely disclosure of material price sensitive information through compliance with the continuous disclosure obligations in the ASX Listing Rules and the Corporations Act 2001. The Company includes 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. The Managing Director is the Company’s Continuous Disclosure Compliance Officer and is responsible for ensuring compliance with the continuous disclosure requirements and overseeing and authorising disclosure of information to the ASX. All media releases which contain material price sensitive information must be approved by the Board prior to release to the ASX. The Executive Director coordinates the communications with the ASX including ensuring compliance with regulatory requirements and overseeing information released to the ASX, shareholders and other interested parties. Announcements made to the ASX are published on the Company’s website immediately after release. PRInCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS The Company is committed to ensuring shareholders and the financial markets are provided with full, open and timely information about its activities. This is achieved by the following: ■■ The auditor independence requirements of the Corporations ■■ Ensuring that shareholder communications (including the Act 2001 in relation to the audit; and ■■ Any applicable code of professional conduct in relation to the audit. In considering the KPMG declaration and the recommendation of the Audit Committee, the Board is satisfied with the continuing independence of the external audit function. For details of the non- audit roles performed by KPMG during the year, please refer to the notes to the Financial Statements. Selection and Appointment of External Auditor Following shareholder approval at the 2004 Annual General Meeting, KPMG were appointed External Auditor for the financial year commencing 1 July 2004 after a comprehensive tender process conducted by the Audit Committee. KPMG replaced Ernst & Young who had been the External Auditor since 1995. Annual Report and Notice of Annual General Meeting) satisfy relevant regulatory requirements and guidelines. 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 shareholders have the opportunity to receive external announcements by the Company through the corporate website, www.gwagroup.com.au. All Company announcements and information released to the market (including half and full year results) are located on the website and may be accessed by shareholders. There is a Corporate Governance section on the website which outlines the Company’s governance practices and other information including details of the Company’s social responsibilities, sustainability and environmental performance. 23 Corporate Governance Statement for the Year Ended 30 june 2011 Cont. ■■ The Board is committed to the use of electronic communications with shareholders to reduce the environmental impact and costs. Shareholders can elect to receive Company communications electronically, although not all communications are made available electronically. Annual Reports are no longer printed and mailed to shareholders, unless specifically requested. Annual Reports are made available to shareholders on the Company’s website in an accessible and user friendly format. Shareholders are mailed the Notice of Annual General Meeting and Proxy Form, which includes details on accessing the online Annual Report and proxy voting. ■■ The Company encourages shareholders to attend and participate at the Annual General Meeting to canvass the relevant issues of interest with the Board. If shareholders are unable to attend the Annual General Meeting personally, they are encouraged to participate through proxy voting. The Company has recently embraced online proxy voting to make it easier for shareholders to lodge their proxy votes if they are unable to attend the Annual General Meeting. The Company endeavours to set the timing and the location of the Annual General Meeting so that it is convenient for shareholders generally. ■■ The External Auditor attends the Annual General Meeting and is available to answer questions from shareholders about the conduct of the external audit and the preparation and content of the 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. PRInCIPLE 7 – RECOGnISE AnD MAnAGE RISk 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. Whilst ultimate responsibility for risk oversight rests with the Board, the Audit Committee is an efficient mechanism for focusing the Company on risk oversight, risk management and internal controls; ■■ An Executive Risk Committee (ERC) comprising the executive and senior management of the Company which has been established to identify business risks in the organisation and review status and risk mitigation activities. Formal enterprise risk profiles have been prepared for the businesses and these are reviewed half yearly by the ERC. The major business risks are reported to the Audit Committee at the June and November meetings together with risk mitigation activities. The ERC reports to the Audit Committee on its activities as outlined in the ERC charter; ■■ A Finance Committee comprising the executive and senior management of the Company which has been established to review and monitor the financial risks in the organisation and oversee the execution of finance policies and risk mitigation activities. The Finance Committee reports to the Audit Committee on its activities as outlined in the Finance Committee charter; ■■ A Group Commercial Manager who has primary responsibility for designing, implementing and coordinating the overall risk management and internal control practices of the Company. The Group Commercial Manager attends the Audit Committee meetings to present the Internal Audit Report and prepares a monthly Commercial Risk Report for the Board. Whilst reporting to the Chief Financial Officer on a day to day basis, the Group Commercial Manager has the authority to report directly to the Board on any matter; ■■ A Group Risk Manager who has specific responsibilities in respect of operational risks including occupational health and safety, business continuity, environmental and sustainability risks. The Group Risk Manager prepares a monthly Group Risk Report for the Board and attends the June and November Audit Committee meetings to present the Operational Risk Report; ■■ A co-sourced Internal Audit structure under the management of BDO. The Internal Audit activities are carried out by a combination of internal and appropriately qualified external resources based on an Audit Committee approved programme of work. Such activities link to the Company’s risk management practices by ensuring risks are being adequately identified and managed through the effective and efficient operation of control procedures. The internal audit function is independent of the external audit function; and ■■ External Audit activities undertaken by the External Auditor, KPMG, to review internal controls as part of the year end audit procedures. Internal control weaknesses are identified by the External Auditor and communicated to management to address through a formal reporting process. The actions taken by management are reviewed by the Chief Financial Officer as part of the stewardship review process. GWA GROUP LIMITED 2011 ANNUAL REPORT The Company has implemented risk management software across the Group for the purpose of identifying and managing occupational 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 have enabled the Company to pro-actively identify and manage all 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. Certification of Risk Management Controls In conjunction with the 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 statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and ■■ The Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. The statements from the Managing Director and Chief Financial Officer are based on a formal sign-off framework established throughout the Company and reviewed by the Audit Committee as part of the financial reporting process. PRInCIPLE 8 – REMUnERATE FAIRLY AnD RESPOnSIbLY Remuneration Committee The Remuneration Committee meets as required and on several occasions throughout the year. For membership and attendance details of the Remuneration Committee, refer to the Directors’ 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 consist of a majority of independent directors ■■ The Remuneration Committee should consist of a minimum of three members ■■ The Chairperson of the Remuneration Committee should be an independent director The Remuneration Committee operates under a charter that details the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Company’s website for a copy of the charter. The main responsibilities of the Committee include: ■■ Review of the Company’s remuneration and incentive policies ■■ Review of executive and senior management remuneration packages ■■ Review of the Company’s recruitment, retention and termination policies and procedures ■■ Review of the Company’s superannuation arrangements ■■ Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter In performing its responsibilities, the Remuneration Committee receives appropriate advice from independent external advisers. During the year, the Remuneration Committee engaged the services of Guerdon Associates to provide market benchmarking data to assist with the 2011/12 executive remuneration review and to advise on proposed changes to the remuneration structure following feedback from shareholders. The Executive Director 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. 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 market benchmarking data and the linking of the executives’ emoluments to the Company’s financial and operating performance in order to align with shareholder wealth creation. The Nomination Committee is responsible for determining the remuneration for the non-executive directors, with the maximum aggregate amount approved by shareholders. The non-executive directors receive their remuneration by way of directors’ fees only (including statutory superannuation) and are not able to participate in the executive incentive schemes. There are no director retirement benefits other than statutory superannuation. The Remuneration Committee is responsible for reviewing and determining the remuneration and incentive arrangements for the executives. The Remuneration Committee obtains market benchmarking data from an independent external adviser to assist in determining market remuneration levels. The remuneration and incentive arrangements have been structured to ensure that performance is fairly rewarded and to attract, motivate and retain a high quality executive team. For details of the Company’s remuneration policies and disclosures, refer to the Remuneration Report. 25 Directors’ Report as at 30 june 2011 Your directors present their report on the consolidated entity of GWA Group Limited (“the Company”) and the entities it controlled during the financial year ended DIRECTORS’ InTERESTS The relevant interest of each director in the share capital of the Company as notified by the directors to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001 as at the date of this report is: 30 june 2011. 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. G J McGrath, Chairman and Non-Executive Director D D McDonough, Deputy Chairman and Non-Executive Director P C Crowley, Managing Director R M Anderson, Non-Executive Director W J Bartlett, Non-Executive Director J F Mulcahy, Non-Executive Director (Appointed 24 November 2010) P A Birtles, Non-Executive Director (Appointed 24 November 2010) R J Thornton, Executive Director D R Barry, Non-Executive Director (Retired 28 October 2010) Details of the directors’ qualifications, experience and special responsibilities are located in 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 2010/11 financial year, and the period for which each directorship has been held, are listed in the Annual Report. COMPAnY SECRETARY Mr R J Thornton was appointed Company Secretary of GWA Group Limited in 2003. Mr Thornton continued in his role as Company Secretary following his appointment as Executive Director in May 2009. Details of Mr Thornton’s qualifications and experience are located in the Annual Report. GWA GROUP LIMITED 2011 ANNUAL REPORT Director G J McGrath D D McDonough P C Crowley R M Anderson W J Bartlett J F Mulcahy P A Birtles R J Thornton Total Ordinary Shares 150,000 100,495 750,000 8,418,442 30,914 25,000 15,000 111,194 9,601,045 The executive directors, Mr P C Crowley and Mr R J Thornton, are holders of Performance Rights under the GWA Group Limited Long Term Incentive Plan. For details of the Performance Rights held, please refer to the Remuneration Report. Note 33 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 19,587,525 shares (last year 19,488,525 shares). CORPORATE STRUCTURE GWA Group Limited is a Company limited by shares that is incorporated and domiciled in Australia. GWA Group Limited has prepared a Consolidated Financial Report incorporating the entities that it controlled during the financial year ended 30 June 2011, which are outlined in Note 30 of the Financial Statements. PRInCIPAL ACTIvITIES The principal activities during the year within the consolidated entity were the research, design, manufacture, import and marketing of building fixtures and fittings to households and commercial premises and the distribution of these various products through a range of distribution channels in Australia and overseas. In January 2011, the Company acquired Gliderol Garage Doors which is a leading Australian manufacturer and distributor of garage doors and openers for the residential and commercial markets. There have been no other significant changes in the nature of the activities of the consolidated entity during the year. EMPLOYEES The consolidated entity employed 2,150 employees as at 30 June 2011 (last year 1,944 employees). The consolidated entity recognises the productivity benefits to be gained from investing in its employees to improve motivation and individual skills. The consolidated entity remains committed to ensuring that staff are provided access to appropriate training and development programs. The consolidated entity has implemented employment policies aimed at encouraging diversity in the workforce to attract and retain the best people, including a stronger representation of women. All companies in the consolidated entity are active equal opportunity employers and the consolidated entity is compliant with the Equal Opportunity for Women in the Workplace Act 1999. SEGMEnT PERFORMAnCE The segment performance of the Company for the financial year ended 30 June 2011 is outlined in the table at the bottom of this page. EARnInGS PER SHARE Earnings Per Share Basic earnings per share Basic earnings per share – continuing operations 2010/11 cents 2009/10 cents 21.0 21.0 16.2 18.5 REvIEW OF OPERATIOnS A review of the operations of the consolidated entity and the results of those operations for the financial year ended 30 June 2011 is provided in the Managing Director’s Review of Operations. STATE OF AFFAIRS Changes in the state of affairs of the consolidated entity during the financial year resulted from the pursuit of acquisition opportunities to expand the core building fixtures and fittings business through market and product extensions. Details of the changes are as follows: ■■ On 31 January 2011, the consolidated entity purchased the shares of Gliderol International Pty Ltd for $40.7 million. Gliderol Garage Doors is a leading Australian manufacturer and distributor of garage doors and openers for the residential and commercial markets and has been integrated with the Gainsborough door hardware business to form GWA Door & Access Systems. In the opinion of the directors, there were no other significant changes in the state of affairs of the consolidated entity during the financial year, other than disclosed in the Directors’ Report or referred to in the Financial Statements or notes thereto. DIvIDEnDS Dividends paid or declared by the Company to shareholders since the end of the previous financial year were: Declared and paid during 2010/11 financial year Dividend Final 2009/10 Ordinary Interim 2010/11 Ordinary Cents per share Total Amount $’000 8.5 25,594 9.5 28,604 Franked Date of Payment Fully Franked 6 October 2010 Fully Franked 5 April 2011 Franked dividends declared and paid during the year were franked at the corporate tax rate of 30%. Declared after end of the 2010/11 financial year After balance date the following dividend was approved by the directors. The dividend has not been provided and there are no income tax consequences. Dividend Final 2010/11 Ordinary Cents per share Total Amount $’000 8.5 25,630 Franked Date of Payment Fully Franked 6 October 2011 The financial effect of the dividend has not been brought to account in the Financial Statements for the year ended 30 June 2011 and will be recognised in subsequent Financial Reports. The record date for the final dividend is 16 September 2011 and the dividend payment date is 6 October 2011. The Dividend Reinvestment Plan will not be offered to shareholders for the final dividend and remains suspended. Business Segment Segment Sales Trading EBIT Bathrooms & Kitchens Heating & Cooling Door & Access Systems Commercial Furniture Unallocated Total 2010/11 $’000 339,915 195,298 114,026 77,260 (132) 726,367 2009/10 $’000 337,377 161,495 82,881 74,839 217 656,809 2010/11 $’000 77,631 17,195 17,158 8,940 (13,768) 107,156 2009/10 $’000 74,208 14,607 14,622 5,724 (14,613) 94,548 27 Directors’ Report as at 30 june 2011 Cont. SIGnIFICAnT EvEnTS AFTER bALAnCE DATE Subsequent to 30 June 2011, the consolidated entity has progressed negotiations with a third party in relation to the divestment of the Sebel business. The Sebel business represents the Commercial Furniture segment which includes the sale of education, hospitality and aged care furniture and stadia seating. At the date of this report, the consolidated entity has not yet reached agreement with the third party. Negotiations are continuing and a decision is expected by the end of August 2011. On 16 August 2011, the directors declared a final ordinary dividend of 8.5 cents per share in respect of the financial year ended 30 June 2011. The dividend will be fully franked at the 30% corporate tax rate. The total amount of the dividend is $25.630 million (last year $25.594 million). In accordance with Accounting Standards, the dividend has not been provided for in the Financial Statements for the year ended 30 June 2011. 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 consolidated entity, the results of those operations, or the state of affairs of the consolidated entity. LIkELY DEvELOPMEnTS AnD ExPECTED RESULTS Likely developments and expected results of the operations of the consolidated entity are provided in the Managing Director’s Review of Operations. In the next financial year, the consolidated entity 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 consolidated entity generates the best possible returns from the businesses and to create competitive advantage. Further information on likely developments and expected results of the operations of the consolidated entity have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity. EnvIROnMEnTAL REGULATIOn AnD PERFORMAnCE Environmental Licenses The consolidated entity holds licenses issued by environmental protection and water authorities that specify limits for discharges to the environment which arise from the operations of entities that it controls. These licenses 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 consolidated entity’s compliance with license conditions is made by external advisers. The consolidated entity, in conjunction with external advisers, 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 license conditions. The directors are not aware of any breaches of the consolidated entity’s license conditions during the financial year ended 30 June 2011. Environmental Remediation In previous financial years, the consolidated entity investigated and reported two environmental contamination issues at factory sites at Revesby NSW and Eagle Farm QLD. The Revesby site is leased and occupied by McIlwraith-Davey Pty Ltd. The Eagle Farm site was previously occupied by Corille Limited (formerly Rover Mowers Limited) and was sub-leased to MTD Products Australia Pty Ltd on 1 April 2010 following the sale of the Rover Mowers business. The Company no longer occupies the site and the sub-lease to MTD Products Australia Pty Ltd expired in November 2010. During the year, the remediation activities at the Revesby site were conducted in accordance with the Voluntary Remediation Proposal approved by the Department of Environment, Climate Change and Water (NSW). It is expected that the remediation activities will be completed during the 2011/12 year. McIlwraith-Davey Pty Ltd will continue to occupy the site after the remediation activities are completed until lease expiry in April 2013. Whilst there was no legal obligation to remediate the Eagle Farm site, the Board approved targeted remediation activities to mitigate potential future environmental liabilities. The remediation activities were substantially completed during the 2010/11 year. It is expected that a Site Audit Statement declaring the site is suitable for ongoing use and with no ongoing monitoring obligations will be obtained during the 2011/12 year. The consolidated entity no longer occupies the site. 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. GWA GROUP LIMITED 2011 ANNUAL REPORT Premiums were paid in respect of every current (and former) director and officer of the Company and controlled entities, including the directors named in the Directors’ Report, the Chief Financial Officer and all persons concerned or taking part in the management of the Company and its controlled entities. REMUnERATIOn REPORT - AUDITED The Remuneration Report provides information about the remuneration arrangements for key management personnel (‘KMP’), which includes non-executive directors and the most senior group executives, for the year ended 30 June 2011. Reference to ‘executives’ in this report means KMP executives. The report covers the following matters: 1. Board role in setting remuneration strategy and principles; 2. Relationship between remuneration policy and company performance; 3. Description of non-executive director remuneration; 4. Description of executive remuneration; The Board engages with shareholders, management and other stakeholders to continuously refine and improve executive and director remuneration polices and practices. The Nomination Committee is responsible for determining the remuneration arrangements for the non-executive directors, with the annual maximum aggregate amount approved by shareholders. The Remuneration Committee deals with remuneration matters for executives. Both the Nomination Committee and the Remuneration Committee have the authority to engage external professional advisers without seeking approval of the Board or management. During the reporting period, the Nomination Committee and the Remuneration Committee obtained advice from Guerdon Associates for 2011/12 remuneration. Guerdon Associates does not provide services to management and is considered to be independent. In response to feedback from shareholders and advice from Guerdon Associates a number of changes are proposed to the 2011/12 remuneration structure which are consistent with GWA’s remuneration strategy. These changes are detailed in this report. 1.1 Executive remuneration strategy – 5. Details of director and executive remuneration; 2011/12 changes 6. Key terms of employment contracts; and 7. Legacy equity based remuneration plans. 1. bOARD ROLE In SETTInG REMUnERATIOn STRATEGY AnD PRInCIPLES GWA’s strategy is to provide remuneration that is fair and sufficient to attract and retain management and directors with the experience, knowledge, skills and judgment required for the consolidated entity’s success. The key principle is that remuneration varies between the median and third quartiles (or higher if warranted by superior performance) relative to companies of comparable size and scope to GWA. As a result of shareholder feedback on current practices, GWA’s executive remuneration structure will be changed with effect from the start of the 2011/12 financial year. The Remuneration Committee aims to ensure that the mix of fixed and variable remuneration for executives is appropriate for the cyclical, mature, competitive and lower growth industries in which GWA operates, having regard to: ■■ The need to protect the market leading positions of established products against large global competitors in order to maintain competitiveness; and ■■ The importance of developing growth opportunities whilst maintaining stability of earnings and a high operating cash flow to fund the fully franked dividend payments to shareholders. Shareholder Concern GWA Board Response Fixed remuneration for Managing Director and some executives is above third quartile measured against peer companies Long term incentives are too high Long term incentives are subject to “cliff” vesting with low targets Incentives could encourage excessive risk taking Managing Director’s fixed remuneration will be frozen for the next three years Reduce long term incentives with more emphasis on short term incentives with part deferred subject to further testing Remove “cliff” reward vesting that may encourage excessive risk taking as a performance threshold is approached. The Long Term Incentive plan will have graduated vesting scales to more closely align reward with performance Performance targets will be increased for reasonably achievable levels and stretch targets applied for full vesting Shift some of the incentive from longer term to shorter term requirements for growth with payment of deferred amounts subject to further testing A higher proportion of short term incentives will be set to stretch targets requiring sustainable performance 29 Directors’ Report as at 30 june 2011 Cont. The Committee acknowledges that this strategy has generally resulted in the approval of a higher proportion of fixed remuneration for executives compared to peer companies and a lower proportion of variable remuneration. 2. RELATIOnSHIP bETWEEn REMUnERATIOn POLICY AnD COMPAnY PERFORMAnCE Remuneration is linked to performance by: ■■ Applying challenging financial and non-financial measures to Key concerns raised by shareholders and proposed changes to GWA’s remuneration structure to apply for the 2011/12 financial year are summarised in the table on page 29. Where appropriate, the adjustments to the 2011/12 remuneration structure are detailed in the various sections of this report. 1.2 Managing Director’s remuneration The Managing Director’s fixed remuneration has been established over the past 8 years of service to shareholders where he has consistently delivered value and positioned the consolidated entity for sustainable performance. This was demonstrated during the recent global financial crisis where GWA weathered the extreme volatility in the financial markets with only a moderate impact on profitability and no impact on the Company’s high dividend pay-out. The strong financial position enabled the Company to refinance bank debt without any requirement for a dilutive equity raising. During the 8 years of service, the Managing Director has received only modest incentive payments due to the low growth experienced in the building sector. The Board believes the above changes to the 2011/12 remuneration structure represent an appropriate balance between addressing the issues raised by shareholders and maintaining a competitive compensation package for key executives. assess performance; and ■■ Ensuring that these measures focus management on operational and strategic business objectives that create shareholder value. GWA measures performance on the following key corporate measures: ■■ Earnings per share (‘EPS’) growth; ■■ Total shareholder return (‘TSR’) relative to companies with similar scope, operations, customers or products; and ■■ Economic Profit, defined as the pre tax profit after deducting the cost of capital for funds used. Remuneration for all executives varies with performance on these key measures together with achievement of key personal goals which underpin delivery of these financial outcomes and are linked to the consolidated entity’s performance review process. The graph below shows the Company’s performance over rolling 3 year periods for the 3 years to 30 June 2011 compared to the Long Term Incentive peer group companies for the 2009 to 2011 grants (i.e. GUD Holdings Limited, Hills Industries Limited, Bradken Limited, Spotless Group Limited, Alesco Corporation Limited, Dulux Group Limited, Pacific Brands Limited, Adelaide Brighton Limited, Ansell Limited and Paperlinx Limited). Dulux Group Limited replaced Crane Group Limited following its delisting from the ASX in May 2011. 3 Year Rolling TSR GWA 3 Year Rolling TSR Peer Group 3 Year Rolling TSR 50th Percentile ^ Assuming 36 months in each rolling period 40.00% 20.00% 0.00% -20.00% -40.00% -60.00% -80.00% JUNE 08 OCT 08 FEB 09 JUNE 09 OCT 09 FEB 10 JUNE 10 OCT 10 FEB 11 JUNE 11 AUG 08 DEC 08 APR 09 AUG 09 DEC 09 APR 10 AUG 10 DEC 10 APR 11 Source: Guerdon Associates GWA GROUP LIMITED 2011 ANNUAL REPORT The following table is a summary of key shareholder wealth statistics for the Company over the last five years: Financial Year Trading EBIT ($m) Trading EPS* (cents) Total DPS (cents) Share Price ($) 2006/07 2007/08 2008/09 2009/10 2010/11 98.8 99.4 86.4 94.5 107.2 22.0 21.5 17.9 18.5 21.0 22.0 19.5 18.0 18.0 18.0 4.42 2.50 2.30 3.01 2.75 * Excludes restructuring expenses The remuneration and incentive framework which has been put in place by the Board has ensured that executives are focused on both sustaining short term operating performance with moderate long term strategic growth. This has contributed to the Company generating the shareholder returns as set out in the above table and graph, including a total of 95.5 cents in fully franked dividends paid to shareholders in the last five financial years which includes 5.5 cents in special dividends. A comparison of key performance goals and outcomes for 2010/11 is provided in the table below: 3. DESCRIPTIOn OF nOn-ExECUTIvE DIRECTOR REMUnERATIOn There has been no change to the basis of non-executive director fees since the prior reporting period. Fees for non-executive directors are fixed and are not linked to the financial performance of the consolidated entity. The Board believes this is necessary for non-executive directors to maintain their independence. At the 2004 Annual General Meeting, shareholders approved non- executive director fees up to an annual maximum aggregate amount of $1.09 million (including statutory superannuation). The actual fees paid to the non-executive directors are outlined in the Remuneration Tables (see section 5.1). Non-executive director remuneration consists of base fees and statutory superannuation, plus an additional fee for each Board committee on which a director sits. The payment of committee fees recognises the additional time commitment required by directors who serve on one or more committees. Non-executive directors are not 2010/11 Goals Results able to participate in the executive incentive schemes or the GWA Employee Share Plan. The Nomination Committee obtains market benchmarking data from an external remuneration adviser to ensure that the level and allocation of non-executive director remuneration is market based and fairly represents the responsibilities and time spent by the directors on Company matters. The most recent benchmarking survey from Guerdon Associates sampled the same companies used for executive remuneration benchmarking (see section 4.2) and found the fees received by most non-executive directors were positioned at about the 60th percentile. Retirement benefits are not available for non-executive directors of the Company, other than statutory superannuation. 4. DESCRIPTIOn OF ExECUTIvE REMUnERATIOn 4.1 Executive remuneration structure Executive remuneration has a fixed component and a component that varies with performance. The variable component ensures that total pay varies with performance. The short term incentive (‘STI’) provides rewards for performance over a 1 year period. The long term incentive (‘LTI’) provides rewards for performance over a 3 year period. The maximum total remuneration that can be provided to an executive is capped, with maximum incentive payments expressed as a percentage of total fixed remuneration. Total fixed remuneration for the purposes of the incentives includes superannuation and non- monetary benefits. The STI and LTI maximum percentages are less than most market peers given the emphasis on stability of earnings, cash flow and dividends and the relatively high fixed pay. Achieve leading safety performance to work towards an injury free workplace Sustain profitability through effective management of brands and supply chain Continuously improve operating performance Safety performance as measured by Total Injury Frequency rate improved by 14% EBIT margins, return on funds employed and key operating measures have improved Continued improvement in workforce productivity with 4% underlying reduction for similar sales levels on like for like basis Pursue growth in core building fixtures and fittings market Trading profit increased by 13% due to acquisitions and organic growth initiatives successfully executed during the year 31 Directors’ Report as at 30 june 2011 Cont. 4.1.1 Managing Director remuneration structure A comparison of the current and the proposed 2011/12 incentives structure for the Managing Director is provided in the table below: Maximum short term incentive % of fixed remuneration LTI % of fixed remuneration (grant date fair value) 60 80 60 40 Total performance pay as % of fixed remuneration 120 120 Managing Director Current 2010/11 Proposed 2011/12 A comparison of the current and the proposed 2011/12 STI for the Managing Director is provided in the table below: Managing Director Personal Goals Financial Targets Total Reasonably Achievable Maximum for achieving stretch goals Current 2010/11 Proposed 2011/12 10 20 30 30 40 50 60 80 4.1.2 Other Executives remuneration structure A comparison of the current and the proposed 2011/12 incentives structure for other executives is provided in the table below: Maximum short term incentive % of fixed remuneration LTI % of fixed remuneration (grant date fair value) 40 50 40 30 Total performance pay as % of fixed remuneration 80 80 Other Executives Current 2010/11 Proposed 2011/12 A comparison of the current and proposed 2011/12 STI for the other executives is provided in the table below: Other Executives Personal Goals Financial Targets Total Reasonably Achievable Maximum for achieving stretch goals Current 2010/11 Proposed 2011/12 10 20 20 20 30 40 40 50 The proposed changes for all executives, including the Managing Director, result in a shift in incentives from longer term to shorter term requirements to sustain competitiveness, deliver value and growth, and maintain cash flows for dividends. This will be supported by a requirement that 50% of the financial targets component of the STI will be deferred and subject to further testing with payment at the discretion of the Board at the time of signing the following year’s annual audited Financial Statements. The further testing involves the Board verifying the integrity of the achievement of the STI financial targets. Interest will be earned by the executives on the deferred component. The payment of the STI at the reasonably achievable level has a greater likelihood of achievement than not, if management successfully implement improvement plans, and the maximum level has stretch targets with a one in three year likelihood of achievement. 4.2 Fixed remuneration Fixed remuneration is the sum of salary and the direct cost of providing employee benefits, including superannuation, motor vehicles, car parking and fringe benefits tax. The level of fixed remuneration is set: ■■ To retain proven performers with difficult to source experience in manufacturing and global supply chain management; ■■ To attract external recruits with depth and breadth of expertise usually acquired while working with larger companies; and ■■ In recognition that the primary focus in recent years has been on conserving market leadership, cash flow and dividends. Based on an independent survey by Guerdon Associates, this has resulted in fixed remuneration for most executive positions at GWA being at or above the third quartile for companies of comparable market capitalisation or business units of comparable revenues. The 26 listed companies included in the survey provided reliable and robust statistical remuneration benchmarking and shared some common attributes with GWA, but few direct competitors and good position matches exist for precise remuneration positioning. Judgment was therefore exercised by the Remuneration Committee in determining appropriate remuneration levels, having regard to the background and experience of the individuals. While market levels of remuneration are monitored on a regular basis, there is no contractual requirement or expectation that pay will be adjusted each year. Where these levels are above the 75th percentile fixed remuneration will either be frozen or increases will be below market levels. GWA GROUP LIMITED 2011 ANNUAL REPORT 4.3 Short-term incentive (‘STI’) The formula is: 4.3.1 STI overview The STI plan provides for an annual payment that varies with performance measured over the Company’s financial year to 30 June 2011. The STI is aligned to shareholder interests as executives will only become entitled to the majority of payments if profitability improves (allowing for the building cycle), with maximum incentive payments above the reasonably achievable level linked directly to shareholder wealth creation. Total incentive payments to executives and management represent less than 5% of trading profit. As noted in section 4.1, the maximum STI that can be earned is capped to minimise excessive risk taking. The STI payment is made in cash after finalisation of the annual audited Financial Statements. No part of the STI for the year to 30 June 2011 was deferred. In 2011/12, 50% of the financial targets component of the STI will be deferred and subject to further testing following adjustments to the remuneration structure as outlined in the table in section 1.1 above. 4.3.2 STI performance requirements 4.3.2.1 Personal Goals The personal goals set for each executive includes achievement of key milestones to improve or consolidate the Company’s or business unit’s strategic position. The goals vary with the individual’s role, risks and opportunities. The achievement of personal goals reinforces the Company’s leadership model for improved performance management through achieving measurable personal goals established during the performance review process at the beginning of the financial year. The personal goals can be drawn from a number of areas specific to individual roles including financial measures such as working capital management, workplace health and safety performance, execution of Company strategy and key business improvement projects. The inclusion of personal goals in the remuneration structure ensures that executives can be recognised for good business performance whether or not the Company or business unit achieves its STI financial performance targets. This ensures the executives remain focused on continuous performance improvement in their role. 4.3.2.2 Financial Targets Financial performance targets are based on a combination of improving revenue, margin and/or improved Return on Funds Employed (ROFE). This will be calculated using the principle of Economic Profit which is the pre tax profit after deducting the cost of funds used in generating the profit. Economic Profit = EBIT – (Funds Employed x pre tax cost of capital) Pre tax cost of capital is 15% per annum (NB: Where significant restructuring has been undertaken in a division, trading EBIT will be used for the calculation of Economic Profit) Under the STI framework, a business unit head may receive an STI payment if business unit Economic Profit has grown, although the overall corporate Economic Profit may not have grown, and vice versa. The Board retains the right to vary from policy in exceptional circumstances. However, any variation from policy and the reasons for it will be disclosed. 4.4 Long-term incentive (‘LTI’) 4.4.1 LTI overview Executives participate in a LTI plan. This is an equity based plan that provides for a reward that varies with Company performance over three year periods. Three years is considered to be the maximum time period over which financial projections and detailed business plans can reasonably be made. The LTI is provided as Performance Rights, with each right entitling the holder to an ordinary share in the Company (or in limited cases to a cash payment), subject to meeting financial performance hurdles and the holder remaining in employment with the Company until the nominated vesting date. If the vesting conditions and performance hurdles are achieved, ordinary shares will be issued to the participants at no cost. Performance Rights are cancelled if the performance hurdles are not met. The performance hurdles for the LTI are selected by the Remuneration Committee. Half of the Performance Rights are based on Total Shareholder Returns (TSR) for GWA compared to a peer group of companies (which is a relative performance requirement) and half of the Performance Rights are based on growth in Earnings Per Share (EPS) (which is an absolute performance requirement). The EPS performance condition is calculated as net profit after tax as set out in the Company’s annual audited Financial Statements divided by the weighted average of ordinary shares on issue. The Board has discretion to make reasonable adjustments to base year EPS where it is unduly distorted by significant or abnormal events. Any such adjustments will be disclosed. A participant may not dispose of the ordinary shares issued under the LTI until the seventh anniversary of the grant date and the shares are subject to a holding lock upon issue. There are limited circumstances where a participant may dispose of the shares before the end of the seven year period, including cessation of employment 33 Directors’ Report as at 30 june 2011 Cont. with the Company or where the Board grants approval. In considering an application from a participant to dispose of the shares, the Board will consider whether the sale is in the best interests of the Company, relevant policies and regulations and other factors. In accordance with the rules of the LTI plan, the executives are prohibited from entering into hedging transactions or arrangements which reduce or limit the economic risk of holding unvested Performance Rights. The LTI rules do not allow for re-testing of the performance hurdles after the initial performance period. For the 2011 LTI grant, the proportion of Performance Rights that can vest will be calculated and the shares will vest in August 2013 subject to achieving the performance hurdles. All unvested rights will be forfeited if the Board determines that an executive has committed an act of fraud, defalcation or gross misconduct or in other circumstances specified by the Board. 4.4.2 LTI performance requirements 4.4.2.1 TSR Hurdle Performance Rights in the tranche to which the relative TSR performance requirement applies, will vest if GWA’s TSR exceeds the median of the peer group of companies. The peer group for measuring the relative TSR hurdle is outlined in the table below. 4.4.2.2 EPS Hurdle EPS growth is measured over the three years from 1 July 2010 to 30 June 2013. The EPS hurdle is calculated as net profit after tax, as set out in the Company’s annual audited Financial Statements, divided by the weighted average number of ordinary shares on issue. The base year EPS for the 2011 LTI grant was adjusted by the Board for the significant item included in the Company’s annual audited Financial Statements for the year ended 30 June 2010. The effect of the adjustment was to increase base year EPS from 16.2 cents to 18.5 cents to ensure that the hurdle was not distorted by the significant item and was reflective of the underlying operating performance of the business. Performance Rights in the tranche to which the EPS performance requirement applies will vest if EPS growth equals or exceeds 10% over the 3 year performance period. 4.4.3 Changes from 2012 For the 2012 LTI plan, the “cliff” vesting for the performance hurdles in the 2011 plan will be replaced by vesting scales graduated with performance and more demanding performance hurdles. The comparator group for the 2012 LTI plan will be expanded to include selected comparator group companies used by Guerdon Associates for benchmarking executive fixed remuneration levels for the 2011/12 remuneration review. A comparison of the current and proposed 2012 changes to the LTI plan can be seen in the following table: Relative TSR hurdle 50% of rights vest if GWA’s TSR exceeds the median 25% of performance rights vest if GWA’s TSR equal 2011 2012 Comparator Group for TSR hurdle GUD Holdings Limited, Hills Industries Limited, Bradken Limited, Spotless Group Limited, Alesco Corporation Limited, Dulux Group Limited, Pacific Brands Limited, Adelaide Brighton Limited, Ansell Limited, Paperlinx Limited Absolute EPS growth hurdle 50% of rights vest if GWA’s EPS grows by 10% or more over 3 year performance period or exceeds the median and 50% vest if it equal or exceeds the 75th percentile Performance in the range of 25% to 50% will be awarded on a pro rata basis Reece Australia Limited, Adelaide Brighton Limited, Ansell Limited, Brickworks Limited, CSR Limited, Goodman Fielder Limited, Bradken Limited, Dulux Group Limited, Super Retail Group Limited, Premier Investments Limited, Pacific Brands Limited, GUD Holdings Limited, Spotless Group Limited, Breville Group Limited, Hills Holdings Limited 25% of performance rights vest if GWA’s EPS grows by 3% or more per annum and 50% vest if it grows by 8% or more per annum over 3 year performance period Performance in the range of 25% to 50% will be awarded on a pro rata basis GWA GROUP LIMITED 2011 ANNUAL REPORT 5. DETAILS OF DIRECTOR AnD ExECUTIvE (d) The Long Term Incentive (LTI) Plan was approved by REMUnERATIOn 5.1 Remuneration Tables Details of the nature and amount of each element of remuneration of each director of the Company and other key management personnel for the year ended 30 June 2011 are outlined in the Remuneration Tables on page 36. Notes to the Remuneration Tables (a) The Short Term Incentive (STI) cash bonus is for the performance during the financial year ended 30 June 2011 based on the achievement of personal goals and financial performance targets. The STI cash bonuses are paid annually following the end of the preceding financial year. The amounts have been determined following individual performance reviews and have been approved by the Remuneration Committee. (b) The short term non-monetary benefits include the provision of motor vehicles, medical benefits membership, salary continuance and life insurance and any applicable fringe benefits tax thereon. (c) The Employee Share Plan interest includes an amount representing commercial interest that would have been charged during the period on the executives outstanding employee loan balances owed to the Company had these loans not been interest free. The benefit is classified as a long term benefit in the Remuneration Tables which reflects the long term nature of the incentive. shareholders at the 2008 Annual General Meeting. Performance rights were granted to executives in each of the years 30 June 2009, 2010 and 2011 and are subject to vesting conditions and the achievement of the EPS and TSR performance hurdles over the three year performance periods. No performance rights vested during the years 30 June 2009, 2010 and 2011. The fair value of the performance rights granted in each of the years were calculated using Binomial option pricing model (EPS hurdle) and Monte Carlo simulation (TSR hurdle) valuation methodologies and allocated to each financial year evenly over the three year performance period. If the EPS and TSR performance hurdles are not achieved, then no benefits will be received by the executives under the LTI. (e) The Board approved a retention bonus for Mr L Patterson in 2008 due to the rapidly changing regulatory environment and the increased business complexity facing the Dux business. The retention bonus was subject to the achievement of performance hurdles linked to value creation including market share and EBIT performance. 35 Directors’ Report as at 30 june 2011 Cont. Short–term Long–term Post- employment y r a l a S s e e F & h s a C I T S s u n o B y r a t e n o M - n o N n a l P e r a h S e e y o l p m E t s e r e t n I - e r a h S f o e u l a V s d r a w A d e s a B n o i t n e t e R s u n o B n o i t a u n n a s t fi e n e B - r e p u S n o i t a n i m r e T s t fi e n e B $ $(a)* $(b) $(c) $(d) $(e) $ $ f o n o i t r o p o r P n o i t a r e n u m e r e c n a m r o f r e p d e s a b % h s a C I T S d e t s e v s u n o B % r a e y n i h s a C I T S d e t i e f r o f s u n o B % r a e y n i - - - - - - - - - - - - - - 37.7 43.0 25.1 29.8 29.1 29.6 19.1 28.6 26.1 30.5 55.3 17.4 24.1 27.1 19.0 34.2 - - - - - - - - - - - - - - 64 87 75 93 82 100 75 93 100 93 76 20 25 - 20 100 - - - - - - - - - - - - - - 36 13 25 7 18 - 25 7 0 7 24 80 75 - 80 - l a t o T $ 51,188 111,507 107,066 104,967 321,199 115,866 143,200 133,307 107,999 108,002 66,765 - 65,915 - 2,678,611 2,874,300 455,760 432,059 645,671 698,879 883,641 995,384 498,335 474,191 1,047,273 570,104 785,353 237,675 476,525 317,282 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3,069 9,207 49,940 48,666 26,521 36,142 11,824 11,007 46,917 25,003 5,513 - 5,443 - 50,000 50,000 32,583 24,873 49,091 52,238 48,000 48,000 37,129 31,818 - - - - - 45,309 50,000 3,800 36,483 15,866 Non–Executive Directors D Barry, Non-Executive Director (Retired 28 October 2010) 2011 34,100 2010 102,300 R Anderson, Non-Executive Director G McGrath, Chairman W Bartlett, Non-Executive Director D McDonough, Deputy Chairman P Birtles, Non-Executive Director (Appointed 24 November 2010) J Mulcahy, Non-Executive Director (Appointed 24 November 2010) 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 57,126 56,301 294,678 79,724 131,376 122,300 61,082 82,999 61,252 - 60,472 - - - - - - - - - - - - - - - 14,019 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2011 1,428,814 600,600 98,804 92,393 408,000 2010 1,368,975 780,000 129,699 89,176 456,450 282,469 73,636 9,589 16,941 40,542 232,157 83,620 30,511 15,956 44,942 377,236 119,407 31,229 400,019 133,680 39,867 - - 68,708 73,075 603,343 202,650 13,716 50,098 (34,167) 603,477 229,400 12,444 47,230 54,833 322,086 113,818 289,799 92,500 8,928 8,099 - - 16,375 51,975 Executive Directors P Crowley, Managing Director R Thornton, Executive Director Executives G Oliver, General Manager – Group Development W Saxelby, Chief Financial Officer G Welsh, General Manager GWA Commercial Furniture L Patterson, Chief Executive GWA Heating & Cooling N Evans, Chief Executive GWA Bathrooms & Kitchens (Commenced Employment 17 March 2010) 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 505,766 57,800 40,537 2010 169,500 - - P Crossley, General Manager Gainsborough (Appointed 1 April 2010) 2011 348,859 26,128 847 2010 180,856 70,500 11,973 * Comparative STI cash bonus amounts have been adjusted to reflect the actual amounts paid. GWA GROUP LIMITED 2011 ANNUAL REPORT - - - - 131,250 64,375 64,208 38,087 380,150 110,361 7,651 42,257 68,708 400,000 38,145 334,384 25,920 42,758 48,658 73,075 5.2 Share based payments 5.2.1 Performance Rights The table below shows details of the Performance Rights granted to key management personnel during the year ended 30 June 2011 and in prior years that affects compensation in this or future reporting periods. No Performance Rights vested during the year. Number of rights granted Grant date* % forfeited in year Fair value of rights at grant date Issue price used to determine number of rights granted Executive Directors P Crowley, Managing Director R Thornton, Executive Director Executives G Oliver, General Manager Group Development W Saxelby, Chief Financial Officer G Welsh, General Manager GWA Commercial Furniture L Patterson, Chief Executive GWA Heating & Cooling N Evans, Chief Executive GWA Bathrooms & Kitchens (Commenced employment 17 March 2010) P Crossley, General Manager Gainsborough (Appointed 1 April 2010) 2011 2010 2009 2011 2010 2009 2011 2010 2009 2011 2010 2009 2011 2010 2009 2011 2010 2009 2011 2010 2009 2011 2010 2009 300,000 305,000 355,000 30,000 30,000 35,000 50,000 50,000 55,000 - - 21 February 2011 12 March 2010 27 February 2009 21 February 2011 12 March 2010 27 February 2009 21 February 2011 12 March 2010 27 February 2009 - - 100,000 27 February 2009 - 35,000 40,000 50,000 50,000 55,000 75,000 75,000 - 45,000 40,000 - - 12 March 2010 27 February 2009 21 February 2011 12 March 2010 27 February 2009 21 February 2011 12 March 2010 - 21 February 2011 12 March 2010 - - - 50 - - 50 - - 50 - - 50 - - 50 - - 50 - - - - - - 802,500 785,375 583,975 80,250 77,250 57,595 133,750 128,750 90,475 - - 164,500 - 90,125 65,800 133,750 128,750 90,475 200,625 193,125 - 120,375 103,000 - 3.00 2.84 2.46 3.00 2.84 2.46 3.00 2.84 2.46 - - 2.46 - 2.84 2.46 3.00 2.84 2.46 3.00 2.84 - 3.00 2.84 - Note * The issue price used to determine the number of rights offered to all participants during the year, including Mr Crowley and other key management personnel, was $3.00 being the volume weighted average price of the Company’s shares calculated over the 20 trading days after the Company’s Annual General Meeting on 28 October 2010. The grant dates and corresponding fair values per right in the above table have been determined in accordance with Australian Accounting Standards. Fair values have been calculated using Binomial option pricing model (EPS hurdle) and Monte Carlo simulation (TSR hurdle) valuation methodologies. The fair value of rights issued during the year under the EPS hurdle was $3.05 per right and the TSR hurdle was $2.30 per right. All of the above rights carry an exercise price of nil. The rights granted on 27 February 2009, 12 March 2010 and 21 February 2011 will vest on the date of the release to the Australian Securities Exchange of the Company’s annual audited Financial Statements for the years 30 June 2011, 2012 and 2013 respectively, subject to the achievement of the performance hurdles set out earlier in the Remuneration Report. The rights granted to Mr Crowley and Mr Thornton were approved by shareholders at the 2008, 2009 and 2010 Annual General Meetings in accordance with ASX Listing Rule 10.14. 37 Directors’ Report as at 30 june 2011 Cont. No rights were vested or exercised during the year. Rights were forfeited where an employee ceased employment with the Company during the year in accordance with the rules of the Long Term Incentive Plan. For the rights granted to key management personnel on 27 February 2009, the Company has not achieved the EPS hurdle for the performance period of 1 July 2008 to 30 June 2011. This has resulted in the forfeiture of 470,000 rights with a value of $836,600. The number of rights outstanding at 30 June 2011 also represents the balance yet to vest. 6. kEY TERMS OF EMPLOYMEnT COnTRACTS 6.1 notice and termination payments The specified executives in the Directors’ Report are on open-ended contracts, except for the Managing 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. Performance Rights held by executives under the Long Term Incentive Plan will lapse upon the cessation of employment with the Company. Any loan to executives, management and senior staff under the GWA Employee Share Plan must be repaid in full upon the cessation of employment with the Company. Details of loans outstanding to key management personnel under this plan are detailed under Note 33 to the Financial Statements. 7. LEGACY EqUITY bASED REMUnERATIOn PLAnS Legacy GWA equity based remuneration plans in which executives retained an interest during the reporting period are: ■■ The GWA Long Term Incentive Plan; and ■■ The GWA Employee Share Plan. The GWA Employee Share Plan is a component of remuneration for new senior executives when they join the Company, and management and senior staff on an ongoing basis. For new senior executives, participation in the Employee Share Plan provides an opportunity to align them with shareholder interests through share ownership before they become entitled to Performance Rights under the Long Term Incentive Plan. Details of legacy LTI plans are found in the table below. GWA Long Term Incentive Plan GWA Employee Share Plan Type of award Grant of performance rights delivered in two equal tranches. Under the plan, employees are provided with a non-interest bearing unsecured 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 loan is full recourse, meaning the employee bears the risk of company share price movements below the issue price and must repay the Company in the event of a shortfall. To ensure the plan represents an effective long term incentive, the employee is subject to a two year restriction on the sale of the shares which commences from the time the shares are acquired. Year/s of grant 2009, 2010, 2011 Annually from 1993 to 2011 Performance requirements Tranche 1: Relative TSR Shares for this tranche will vest if the relative TSR exceeds the median of the comparator group. Tranche 2: EPS growth The earnings per share (EPS) growth performance condition is based on the Company’s annual EPS growth over three year performance period. Shares for this tranche will vest if EPS growth is 10% or more over this period. The Board may invite employees to participate in the plan to encourage and reward sustained higher performance from management and senior staff who merit recognition of their performance and are integral to the future success of the Company. Service requirements The service condition requires that the executive remains employed at all times for the performance period. The service condition requires that the employee remains employed. On termination the loan must be repaid. GWA GROUP LIMITED 2011 ANNUAL REPORT DIRECTORS’ MEETInGS The number of meetings of directors (including meetings of Committees of directors) held during the financial year ended 30 June 2011 and the number of meetings attended by each director were as follows: Director Board Audit Committee Remuneration Committee Nomination Committee G J McGrath D D McDonough P C Crowley(1) R M Anderson W J Bartlett J F Mulcahy(2) P A Birtles(3) R J Thornton(4) D R Barry(5) Note: A 11 11 11 11 11 6 6 11 4 B 11 11 11 9 10 6 6 10 4 A 4 3 - - 4 - 1 - - B 4 3 - - 4 - 1 - - A 5 1 - - 5 2 - - 2 B 5 1 - - 5 2 - - 2 A 1 1 - - 1 - - - - B 1 1 - - 1 - - - - A – Number of meetings held during the time the director held office during the year B – Number of meetings attended (1) (2) (3) (4) (5) P C Crowley attends Committee meetings by invitation of the Board J F Mulcahy was appointed a member of the Remuneration Committee on 14 February 2011 P A Birtles was appointed a member of the Audit Committee on 24 March 2011 R J Thornton attends Committee meetings as Company Secretary D R Barry retired as a Non-Executive Director on 28 October 2010 As at the date of this report, the Company had an Audit Committee, Remuneration Committee and 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 in the Annual Report. The members of the Audit Committee are: ■■ Mr W Bartlett (Chairman) ■■ Mr P Birtles ■■ Mr G McGrath The members of the Remuneration Committee are: ■■ Mr W Bartlett (Chairman) ■■ Mr J Mulcahy ■■ Mr G McGrath The members of the Nomination Committee are: ■■ Mr G McGrath (Chairman) ■■ Mr D McDonough ■■ Mr W Bartlett Details of the Committee members qualifications and experience are located in the Annual Report. nOn-AUDIT SERvICES Details of the non-audit services provided by the External Auditor, KPMG, during the financial year ended 30 June 2011 are outlined in Note 7 of the Financial Statements. Based on advice from the Audit Committee, the directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. LEAD AUDITOR’S InDEPEnDEnCE DECLARATIOn The Lead Auditor’s Independence Declaration is set out in the Annual Report and forms part of the Directors’ Report for the financial year ended 30 June 2011. 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. Signed in accordance with a resolution of the directors. G McGrath Chairman Brisbane, 16 August 2011 P C Crowley Managing Director 39 GWA Group Limited Financial Report COnTEnTS Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity nOTE 1 Significant accounting policies 2 Operating segments 3 Discontinued operations 4 Other income 5 Other expenses 6 Personnel expenses 7 Auditors’ remuneration 8 Net financing costs 9 Income tax expense 10 Earnings per share 11 Cash and cash equivalents 12 Trade and other receivables 13 Inventories 14 Acquisitions of subsidiaries 15 Current tax assets and liabilities 16 Deferred tax assets and liabilities 17 Property, plant and equipment 18 Intangible assets 19 Trade and other payables Directors’ Declaration 46 53 56 56 56 57 57 57 58 59 60 60 60 61 61 62 63 64 65 20 Interest-bearing loans and borrowings 21 Employee benefits 22 Share-based payments 23 Provisions 24 Capital and reserves 25 Financial instruments and financial risk management 26 Operating leases 27 Capital and other commitments 28 Contingencies 29 Deed of cross guarantee 30 Consolidated entities 31 Parent entity disclosures 32 Reconciliation of cash flows from operating activities 33 Related parties 34 Subsequent events Independent Auditor’s Report to the members of GWA Group Limited 41 42 43 44 66 67 68 69 70 72 80 80 80 81 83 84 85 86 88 89 90 GWA GROUP LIMITED 2011 ANNUAL REPORT COnSOLIDATED STATEMEnT OF COMPREHEnSIvE InCOME GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 FOR THE YEAR EnDED 30 jUnE 2011 In thousands of AUD Continuing operations Sales revenue Cost of sales Gross profit Other income Selling expenses Administrative expenses Other expenses Results from operating activities Finance income Finance expenses Net financing costs Profit before tax Income tax expense Profit from continuing operations Discontinued operations Loss from discontinued operations, net of income tax Profit for the period Other comprehensive income Foreign currency translation differences for foreign operations, net of income tax Effective portion of changes in fair value of cash flow hedges, net of income tax Other comprehensive income for the period, net of income tax Total comprehensive income for the period Earnings per share Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Continuing operations Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Note 2011 2010 2 4 5 8 9 3 10 10 726,367 (467,155) 259,212 994 (97,450) (52,320) (3,280) 107,156 2,243 (17,418) (15,175) 91,981 (28,622) 63,359 - 63,359 (776) (1,706) (2,482) 60,877 21.03 20.87 21.03 20.87 656,809 (424,096) 232,713 2,399 (89,649) (46,863) (4,052) 94,548 1,905 (16,932) (15,027) 79,521 (24,068) 55,453 (6,926) 48,527 (1,115) 1,620 505 49,032 16.18 16.10 18.48 18.39 The statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 46 to 88. 41 COnSOLIDATED STATEMEnT OF FInAnCIAL POSITIOn GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 AS AT 30 jUnE 2011 In thousands of AUD Current assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Other Total current assets Non-current assets Receivables Deferred tax assets Property, plant and equipment Intangible assets Other Total non-current assets Total assets Current liabilities Trade and other payables Employee benefits Income tax payable Provisions Total current liabilities Non-current liabilities Interest-bearing loans and borrowings Deferred tax liabilities Employee benefits Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Note 2011 2010 11 12 13 15 12 16 17 18 19 21 15 23 20 16 21 23 36,573 126,408 104,160 493 3,276 54,914 149,677 104,435 420 3,343 270,910 312,789 4,659 17,085 118,660 398,278 4,171 542,853 813,763 76,422 15,828 10,632 13,865 5,102 18,809 104,331 369,033 3,366 500,641 813,430 95,306 14,367 4,543 16,115 116,747 130,331 234,656 27 14,146 8,192 257,021 373,768 439,995 397,844 (3,276) 45,427 439,995 230,866 31 12,251 8,862 252,010 382,341 431,089 396,539 (1,716) 36,266 431,089 The statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 46 to 88. GWA GROUP LIMITED 2011 ANNUAL REPORT Note 2011 2010 COnSOLIDATED STATEMEnT OF CASH FLOWS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 FOR THE YEAR EnDED 30 jUnE 2011 In thousands of AUD Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Interest paid Interest received Income taxes paid Net cash from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Acquisition of property, plant and equipment Acquisition of intangibles Acquisition of subsidiary, net of cash acquired Disposal of subsidiaries, net of cash disposed Net cash from investing activities Cash flows from financing activities Repayment of employee share loans Share listing fees paid Repayment of loans by related parties Drawdown of bank bills Dividends paid, net of dividend reinvestment plan Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 July Effect of exchange rate fluctuations on cash held Cash and cash equivalents at 30 June 813,586 (687,507) 126,079 (18,197) 1,646 (20,970) 88,558 130 (21,239) (3,488) (36,756) 2,276 (59,077) 1,882 (5) - 5,000 (54,198) (47,321) (17,840) 54,914 (501) 36,573 32 14 3 11 The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 46 to 88. 788,962 (683,651) 105,311 (16,398) 1,345 (23,073) 67,185 1,049 (10,614) (4,484) (48,579) 19,712 (42,916) 1,955 (20) 13 30,866 (46,816) (14,002) 10,267 45,015 (368) 54,914 43 COnSOLIDATED STATEMEnT OF CHAnGES In EqUITY GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 FOR THE YEAR EnDED 30 jUnE 2011 In thousands of AUD Balance at 1 July 2009 Total comprehensive income for the period Profit for the period Other comprehensive income Foreign currency translation differences for foreign operations, net of income tax Translation differences for disposed business transferred to profit or loss, net of income tax Effective portion of changes in fair value of cash flow hedges, net of income tax Total other comprehensive income Total comprehensive income for the period Share capital Translation reserve Hedging reserve Equity compensation reserve Retained earnings Total 387,981 (3,539) (562) 650 41,634 426,164 - - - - - - - - - (5,045) 3,930 - (1,115) (1,115) - - - - - - - 1,620 1,620 1,620 - - - - - - - - - - 48,527 48,527 - - - - 48,527 (5,045) 3,930 1,620 505 49,032 1,230 - 1,230 - - 1,230 1,880 (53,895) (53,895) - (53,895) 36,266 8,558 (44,107) 431,089 Transactions with owners, recorded directly in equity Share-based payments, net of income tax Dividends to shareholders Issue of ordinary shares Total transactions with owners 8,558 8,558 Balance at 30 June 2010 396,539 (4,654) 1,058 The statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 46 to 88. GWA GROUP LIMITED 2011 ANNUAL REPORT COnSOLIDATED STATEMEnT OF CHAnGES In EqUITY GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 FOR THE YEAR EnDED 30 jUnE 2011 In thousands of AUD Balance at 1 July 2010 Total comprehensive income for the period Profit for the period Other comprehensive income Foreign currency translation differences for foreign operations, net of income tax Effective portion of changes in fair value of cash flow hedges, net of income tax Total other comprehensive income Total comprehensive income for the period Transactions with owners, recorded directly in equity Share-based payments, net of income tax Dividends to shareholders Issue of ordinary shares Total transactions with owners - - - - - - - 1,305 1,305 Share capital Translation reserve Hedging reserve Equity compensation reserve Retained earnings Total 396,539 (4,654) 1,058 1,880 36,266 431,089 - (776) (776) (776) - - - - - - (1,706) (1,706) (1,706) - - - - - - - - - 63,359 63,359 - - - 63,359 (776) (1,706) (2,482) 60,877 922 - - 922 2,802 - 922 (54,198) (54,198) - (54,198) 45,427 1,305 (51,971) 439,995 Balance at 30 June 2011 397,844 (5,430) (648) The statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 46 to 88. 45 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. SIGnIFICAnT ACCOUnTInG POLICIES ■■ note 18 - measurement of the recoverable amounts of GWA Group Limited (the ‘Company’) is a company domiciled in Australia. The consolidated financial report of the Company for the financial year ended 30 June 2011 comprises the Company and its subsidiaries (together referred to as the ‘consolidated entity’). The financial report was authorised for issue by the directors on 16 August 2011. (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 complies with International Financial Reporting Standards (‘IFRSs’) and interpretations adopted by the International Accounting Standards Board (‘IASB’). (b) Basis of preparation The financial report is presented in Australian dollars which is the Company’s functional currency and the functional currency of the majority of the consolidated entity. 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 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 requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes: intangible assets ■■ note 22 - fair value of share-based payments ■■ note 23 and 28 - provisions and contingencies ■■ note 25 - valuation of financial instruments 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. (c) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the consolidated entity. Control exists when the consolidated entity 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. (ii) Transactions eliminated on consolidation Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. (iii) Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the consolidated entity. For every business combination, the consolidated entity identifies the acquirer, which is the combining entity that obtains control of the other combining entities or businesses. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the consolidated entity takes into consideration potential voting rights that currently are exercisable. Measuring goodwill The consolidated entity measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the consolidated entity to the previous owners of the acquiree, and equity interests issued by the consolidated entity. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. SIGnIFICAnT ACCOUnTInG POLICIES (cont.) (e) Derivative financial instruments (c) Basis of consolidation (cont.) (iii) Business combinations (cont.) Transaction costs Transaction costs the consolidated entity incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed as incurred. (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 reporting date are retranslated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are retranslated to Australian dollars 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 acquisition, are translated to Australian dollars at foreign exchange rates ruling at the reporting 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 in other comprehensive income, and presented in the foreign currency translation reserve (FCTR) in equity. When a foreign operation is disposed such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. (iii) Net investment in foreign operations Foreign exchange differences arising from the retranslation of the net investment in foreign operations (including monetary items neither planned to be settled or likely to be settled in the foreseeable future), and of related hedges are recognised in the FCTR to the extent that the hedge is effective. They are released into profit or loss upon disposal. The consolidated entity uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operating, financing and investing activities. In accordance with its treasury policy, the consolidated entity does not hold or issue derivative financial 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 re-measurement 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 the nature of the item being hedged (see accounting policy (f)). The fair value of interest rate swaps is the estimated amount that the consolidated entity would receive or pay to terminate the swap at the reporting 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 reporting date, being the present value of the quoted forward price. (f) Hedging 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 in other comprehensive income, and presented in the hedge reserve 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 hedge accounting is applied, the associated cumulative gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial asset or liability. If a hedge of a forecasted 47 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. SIGnIFICAnT ACCOUnTInG POLICIES (cont.) (f) Hedging (cont.) (i) Cash flow hedges (cont.) transaction subsequently results in the recognition of a financial asset or a financial liability, the 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. For cash flow hedges, other than those described above, the associated cumulative gain or loss is removed from equity and recognised in profit or loss 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 profit or loss. 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 profit or loss. 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. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” or “other expenses” in profit or loss. (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 the item will flow to the consolidated entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other costs are recognised in profit or loss as an expense as incurred. (ii) Depreciation With the exception of freehold land, depreciation is recognised in profit or loss as incurred 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: (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 profit or loss. ■■ Buildings ■■ Plant and equipment ■■ Fixtures and fittings ■■ Motor vehicles 40 years 3 – 15 years 5 – 10 years 4 – 8 years (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 in other comprehensive income, and presented in the foreign currency translation reserve in equity. The ineffective portion is recognised immediately in profit or loss. (g) Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. 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. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. The residual value, the useful life and the depreciation 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 profit or loss 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 only if the product or process is technically and commercially feasible and the consolidated entity has sufficient resources to complete development. Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. SIGnIFICAnT ACCOUnTInG POLICIES (cont.) (j) Inventories (h) Intangible assets (cont.) (ii) Brand names Acquired brand names are stated at cost. 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 values of brand names are tested each year to ensure that no impairment exists. (iii) Goodwill Goodwill acquired in business combinations of the consolidated entity is measured at cost less accumulated impairment losses. Goodwill represents the excess of the cost of the acquisition over the consolidated entity’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business. (iv) Other intangible assets Other intangible assets that are acquired by the consolidated entity are measured at cost less accumulated amortisation and impairment losses. (v) 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. (vi) Amortisation Amortisation is recognised in profit or loss 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 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: ■■ Designs ■■ Patents 15 years 3 – 19 years (based on patent term) ■■ Trade names 10 – 20 years ■■ Capitalised software development costs ■■ Brand names 4 years nil (i) Trade and other receivables Trade and other receivables are initially measured at fair value and subsequently at their amortised cost less impairment losses. Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. (k) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity date of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the consolidated entity’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. (l) Impairment The carrying amounts of the consolidated entity’s assets, other than inventories and deferred tax assets, are reviewed at each balance date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For intangible assets that have an indefinite useful life, the recoverable amount is estimated at each balance 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 profit or loss, 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 the unit (group of units) on a pro rata basis. (i) Calculation of recoverable amount The recoverable amount of the consolidated entity’s receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these financial assets). Receivables with a short duration are not discounted. 49 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. SIGnIFICAnT ACCOUnTInG POLICIES (cont.) (l) Impairment (cont.) (i) Calculation of recoverable amount (cont.) Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Significant receivables are individually assessed for impairment. Impairment testing of significant receivables that are not assessed as impaired individually is performed 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 date. The recoverable amount of an asset or cash-generating unit is the greater of its fair value in use and its fair value less costs to sell. 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 or cash-generating unit. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating unit. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of cash-generating units that are expected to benefit from the synergies of the combination. The consolidated entity’s corporate assets do not generate separate cash inflows and are utilised by more than one cash-generating unit. Corporate assets are allocated to cash-generating units on a reasonable and consistent basis and tested for impairment as part of the testing of the cash-generating unit to which the corporate assets is allocated. (ii) Reversals of impairment Impairment losses are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount. An impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed. (m) Share capital (i) Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. (ii) Dividends Dividends are recognised as a liability in the period in which they are declared. (iii) 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 Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are measured at amortised cost with any difference between cost and redemption value being recognised in profit or loss over the period of the borrowings on an effective interest basis. (o) Employee benefits (i) Defined contribution superannuation funds A defined contribution superannuation fund is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution superannuation funds are recognised as an employee benefit expense in profit or loss in the periods during which the services are rendered by employees. (ii) Other long-term employee benefits The consolidated entity’s net obligation in respect of long-term employee 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. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. SIGnIFICAnT ACCOUnTInG POLICIES (cont.) (iii) Site restoration (o) Employee benefits (cont.) (iii) Short-term benefits Liabilities for employee benefits for wages, salaries, annual leave and sick leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date, are calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating non-monetary benefits, such as medical care, housing, cars and free or subsidised goods and services, are expensed based on the net marginal cost to the consolidated entity as the benefits are taken by the employees. (iv) Share-based payment transactions The grant date fair value of performance rights granted to employees is recognised as a personnel expense, with a corresponding increase in equity, over the specified period that the performance rights vest to employees. The amount recognised as an expense is adjusted to reflect the actual number of performance rights for which the related service and non-market vesting hurdles are met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. 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. (q) Trade and other payables Trade and other payables are initially measured at fair value and subsequently 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. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. (s) Expenses (i) Cost of goods sold Cost of good sold comprises the cost of manufacture and purchase of goods including supply chain costs such as freight and warehousing. (p) Provisions (ii) Operating lease payments A provision is recognised when the consolidated entity has a present legal or constructive obligation as a result of a past event that can be estimated reliably, 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. Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense and spread over the lease term. (iii) 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 profit or loss. Borrowing costs are expensed as incurred unless they relate to qualifying assets. Interest income is recognised in profit or loss as it accrues, using the effective interest method. (t) Income tax Income tax expense on the profit or loss for the year comprises current and deferred tax. Income tax expense is recognised in profit or loss 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 reporting date, and any adjustment to tax payable in respect of previous years. 51 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. SIGnIFICAnT ACCOUnTInG POLICIES (cont.) (t) Income tax (cont.) Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial 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, differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future and differences arising on the initial recognition of goodwill. 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 reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 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 Group Limited. (u) Goods and services tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (v) Earnings per share The consolidated entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares. (w) Discontinued operations A discontinued operation is a component of the consolidated entity’s business that represents a separate line of business operations that has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the period. (x) New standards and interpretations not yet adopted The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2011, but have not been applied in preparing this financial report: ■■ AASB 9 Financial Instruments includes requirements for the classification and measurement of financial assets resulting from the first part of Phase 1 of the project to replace AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 will become mandatory for the consolidated entity’s 30 June 2014 financial statements. Retrospective application is generally required, although there are exceptions, particularly if the entity adopts the standard for the year ended 30 June 2012 or earlier. The consolidated entity has not yet determined the potential effect of the standard. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 2. OPERATInG SEGMEnTS The consolidated entity has four reportable segments, as described below. The segments are managed separately because they operate in different markets and require different marketing strategies. For each segment the CEO reviews internal management reports on a monthly basis. The following describes the operations in each of the consolidated entity’s reportable segments: ■■ Bathrooms & Kitchens – This segment includes the sale of vitreous china toilet suites, hand basins, plastic cisterns, tapware, baths, spas, kitchen sinks, laundry tubs and bathroom accessories. ■■ Door & Access Systems – This segment includes the sale of garage doors, door handles and door access systems. ■■ Heating & Cooling - This segment includes the sale of water heating and climate control systems. ■■ Commercial Furniture – This segment includes the sale of education, hospitality and aged care furniture and stadia seating. ■■ Discontinued operations – This segment included the sale of lawn mowers and the sale of sanitaryware in the European market. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before interest and income tax as included in the management reports that are reviewed by the CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of the segments relative to other entities that operate in these industries. Bathrooms & Kitchens Door & Access Systems Heating & Cooling Commercial Furniture Discontinued operations Total In thousands of AUD 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 External sales revenue 339,759 337,150 114,026 82,881 195,129 161,495 77,257 74,823 - 44,029 726,171 700,378 Inter-segment revenue 156 227 - - 169 - 3 16 - - 328 243 Total sales revenue 339,915 337,377 114,026 82,881 195,298 161,495 77,260 74,839 - 44,029 726,499 700,621 Segment results before income tax 77,631 74,208 17,158 14,622 17,195 14,607 8,940 5,724 Depreciation Amortisation (6,750) (7,882) (1,930) (1,573) (2,927) (2,135) (1,038) (1,056) (4,250) (3,748) (452) (300) (740) (437) - - Capital expenditure 5,378 8,683 1,006 706 16,830 3,566 742 1,207 Reportable segment assets Reportable segment liabilities 461,121 473,000 109,578 51,871 126,197 122,870 30,560 44,659 32,993 42,405 19,400 10,369 36,085 40,657 7,681 13,066 - - - - - - 452 120,924 109,613 (626) (12,645) (13,272) - (5,442) (4,485) 634 23,956 14,796 - 727,456 692,400 - 96,159 106,497 53 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 2. OPERATInG SEGMEnTS (cont.) Reconciliations of reportable segment revenues, profit or loss, assets and liabilities In thousands of AUD Revenues Total revenue for reportable segments Unallocated amounts: corporate revenue Elimination of inter-segment revenue Elimination of discontinued operations Consolidated revenue from continuing operations Profit Total profit for reportable segments Elimination of discontinued operations Unallocated amounts: corporate expenses Profit from operating activities Net financing costs Consolidated profit before tax from continuing operations Assets Total assets for reportable segments Unallocated amounts: corporate assets* Consolidated total assets Liabilities Total liabilities for reportable segments Unallocated amounts: corporate liabilities* Consolidated total liabilities 2011 2010 726,499 700,621 196 (328) - 726,367 120,924 - (13,768) 107,156 (15,175) 91,981 727,456 86,307 813,763 96,159 277,609 373,768 460 (243) (44,029) 656,809 109,613 (452) (14,613) 94,548 (15,027) 79,521 692,400 121,030 813,430 106,497 275,934 382,431 * Corporate assets include cash and cash equivalents, tax assets, employee share loans and treasury financial instruments at fair value. Corporate liabilities include loans and borrowings, tax liabilities and treasury financial instruments at fair value. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 2. OPERATInG SEGMEnTS (cont.) Reconciliations of other material items In thousands of AUD Depreciation Total depreciation for reportable segments Unallocated amounts: depreciation on corporate assets Consolidated total depreciation Amortisation Total amortisation for reportable segments Unallocated amounts: amortisation on corporate assets Consolidated total amortisation Capital expenditure Total capital expenditure for reportable segments Unallocated amounts: corporate capital expenditure Consolidated total capital expenditure Geographical segments 2011 2010 12,645 193 12,838 5,442 173 5,615 23,956 771 24,727 13,272 391 13,663 4,485 29 4,514 14,796 302 15,098 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 the United Kingdom, however the sales revenue from these geographical areas comprise only 6% of the consolidated entity’s total sales revenue for the current year (2010: 8%). 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. In thousands of AUD External sales revenue Segment assets Capital expenditure Major customers Australia Unallocated Consolidated 2011 2010 2011 2010 2011 2010 684,364 604,056 42,003 52,753 726,367 656,809 802,367 795,755 11,396 17,675 813,763 813,430 24,618 15,046 109 59 24,727 15,098 The consolidated entity conducts business with 2 customers where the gross revenue generated from each customer exceeds 10% of the consolidated entity’s total gross revenue. Gross revenue from the first customer represents approximately $111,000,000 (2010: $111,000,000) and gross revenue from the second customer represents approximately $97,000,000 (2010: $108,000,000) of the consolidated entity’s total gross revenues for the current year of approximately $810,000,000 (2010: $742,000,000). The difference between gross revenue and reported sales revenue is due to industry rebates. The revenues from both customers are reported in the Bathrooms & Kitchens, Door & Access Systems and the Heating & Cooling segments. 55 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 3. DISCOnTInUED OPERATIOnS In the prior financial year, the lawn mower business, Rover, and the European sanitaryware business, Wisa, were sold. The balance of the consideration owing of $2,276,000 on the sale of Rover was received during the current financial year. In thousands of AUD Results of discontinued operations Revenue Expenses Results from operating activities Income tax Results from operating activities, net of income tax Loss on sale of the discontinued operations Income tax benefit on loss on sale of discontinued operations Loss for the period Basic loss per share (cents per share) Diluted loss per share (cents per share) In thousands of AUD Cash flows from discontinued operations Net cash used in operating activities Net cash from investing activities Net cash used in financing activities Net cash from discontinued operations 4. OTHER InCOME In thousands of AUD Foreign currency gains - realised Foreign currency gains - unrealised Other 5. OTHER ExPEnSES In thousands of AUD Foreign currency losses - realised Foreign currency losses - unrealised Net loss on disposal of property, plant and equipment and intangible assets Acquisition costs Disposal costs GWA GROUP LIMITED 2011 ANNUAL REPORT 2011 2010 - - - - - - - - - - 2011 - 2,276 - 2,276 2011 38 111 845 994 2011 1,359 370 184 900 467 3,280 44,029 (43,577) 452 28 480 (7,672) 266 (6,926) (2.31) (2.30) 2010 (4,457) 19,120 - 14,663 2010 1,042 152 1,205 2,399 2010 1,902 456 170 1,524 - 4,052 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 6. PERSOnnEL ExPEnSES In thousands of AUD Wages and salaries – including superannuation contributions, annual leave, long service leave and on-costs Equity-settled share-based payment transactions 7. AUDITORS’ REMUnERATIOn In AUD Audit services Auditors of the Company KPMG Australia: Audit and review of financial reports Overseas KPMG Firms: Audit and review of financial reports Other services Auditors of the Company KPMG Australia Other assurance services Taxation services Overseas KPMG Firms: Other assurance services Taxation services 8. nET FInAnCInG COSTS In thousands of AUD Finance income Interest income on call deposits Unwinding of discount on loans and provisions Other Finance expense Interest expense on financial liabilities Interest expense on swaps Facility fees on financial liabilities Establishment fee amortisation Other Net financing costs 2011 2010 159,953 922 160,875 139,605 1,230 140,835 2011 2010 472,000 480,000 15,000 487,000 15,000 495,000 3,000 41,000 28,000 62,000 134,000 53,000 17,000 38,000 109,000 217,000 2011 2010 (1,569) (596) (78) (2,243) 10,842 392 5,423 549 212 (1,237) (560) (108) (1,905) 8,312 1,837 5,845 838 100 17,418 16,932 15,175 15,027 57 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 9. InCOME TAx ExPEnSE Recognised in the income statement In thousands of AUD Current tax expense Current year Adjustments for prior years Deferred tax expense 2011 2010 27,500 (465) 27,035 21,889 65 21,954 Origination and reversal of temporary differences 1,587 2,114 Income tax expense from continuing operations 28,622 24,068 Income tax benefit from discontinued operation (excluding loss on sale) Income tax benefit on loss on sale of discontinued operation Total income tax expense in income statement - - 28,622 (28) (266) 23,774 Numerical reconciliation between tax expense and pre-tax net profit In thousands of AUD Profit before tax Income tax using the domestic tax rate of 30% (2010: 30%) Increase in income tax expense due to: Non-deductible expenses Non-deductible acquisition and disposal costs Non-deductible share-based payments Non-rebateable withholding tax on foreign dividends Non-deductible capital losses Tax losses not recognised Decrease in income tax expense due to: Effect of tax rate in foreign jurisdictions Rebateable investment allowance Rebateable research and development Over/(under) provided in prior years Income tax expense on pre-tax net profit Deferred tax recognised directly in equity In thousands of AUD Derivatives GWA GROUP LIMITED 2011 ANNUAL REPORT 2011 91,981 27,594 453 396 277 - - 726 (85) (27) (247) 29,087 (465) 28,622 2010 72,301 21,690 58 535 369 580 821 37 (51) (155) (174) 23,709 65 23,774 2011 (729) 2010 694 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 10. EARnInGS PER SHARE Basic earnings per share Calculation of basic earnings per share at 30 June 2011 was based on the profit attributable to ordinary shareholders of $63,359,000 (2010: $48,527,000) and a weighted average number of ordinary shares of 301,221,000 (2010: 300,010,000) calculated as follows: Cents per share Profit attributable to ordinary shareholders In thousands of AUD Continuing operations Discontinued operations Profit for the year 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 Diluted earnings per share 2011 21.03 2010 16.18 2011 63,359 - 63,359 2011 301,103 118 301,221 2010 55,453 (6,926) 48,527 2010 298,019 1,991 300,010 Calculation of diluted earnings per share at 30 June 2011 was based on the profit attributable to ordinary shareholders of $63,359,000 (2010: $48,527,000) and a weighted average number of ordinary shares of 303,571,000 (2010: 301,469,000) calculated as follows: Cents per share Profit attributable to ordinary shareholders (diluted) In thousands of AUD Continuing operations Discontinued operations Profit for the year Weighted average number of ordinary shares (diluted) In thousands of shares Weighted average number of ordinary shares (basic) Effect of performance rights on issue Weighted average number of ordinary shares (diluted) 2011 20.87 2010 16.10 2011 63,359 - 63,359 2011 301,221 2,350 303,571 2010 55,453 (6,926) 48,527 2010 300,010 1,459 301,469 59 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 11. CASH AnD CASH EqUIvALEnTS In thousands of AUD Bank balances Call deposits Cash and cash equivalents in the statement of cash flows 2011 14,216 22,357 36,573 2010 22,913 32,001 54,914 The consolidated entity’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in note 25. 12. TRADE AnD OTHER RECEIvAbLES In thousands of AUD Current Trade receivables Provision for impairment Derivatives used for hedging Employee share loans Other Non-current Employee share loans 2011 2010 103,609 107,764 (2,200) 20,373 637 3,989 (4,751) 37,434 566 8,664 126,408 149,677 4,659 5,102 The consolidated entity’s exposure to credit and currency risk and impairment losses related to trade and other receivables are disclosed in note 25. 13. InvEnTORIES In thousands of AUD Raw materials and consumables Work in progress Finished goods 2011 20,524 5,676 77,960 2010 21,757 6,170 76,508 104,160 104,435 GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 14. ACqUISITIOnS OF SUbSIDIARIES On 31 January 2011 the consolidated entity acquired 100% of the shares in Gliderol International Pty Ltd for $40,665,000. In the five months to 30 June 2011 the business contributed profit before tax of $2,759,000. If the acquisition had occurred on 1 July 2010, management estimates that consolidated revenue from continuing operations for the period would have been $769,900,000 and consolidated profit before tax of continuing operations would have been $95,500,000. In determining those amounts, management has assumed that the fair values on the date of acquisition would have been the same if the acquisition occurred on 1 July 2010. In the prior year, the consolidated entity acquired the assets and liabilities of the Brivis heating and cooling business. During the current year, there was a reduction to the acquisition price after resolution of the completion accounting. An amount of $3,909,000 (receivable of $2,801,000 was recognised in the prior year) was received from the vendor, resulting in the final consideration paid being $47,471,000. In addition, management has reassessed the estimate of product liability provision required on acquisition and adjusted the deferred tax liability calculations on underlying assets and liabilities. Accordingly an adjustment to the prior period acquisition accounting was made as follows: product liability provision increased by $1,000,000; deferred tax liabilities decreased by $23,000 and goodwill decreased by $131,000. Comparative information has been restated. The acquisitions had the following effect on the consolidated entity’s assets and liabilities on the respective acquisition dates: Amounts recognised on acquisition In thousands of AUD Trade and other receivables Inventories Other current assets Property, plant and equipment Intangible assets Trade and other payables Employee benefits Provisions Income tax receivable Deferred tax liabilities Net identifiable assets and liabilities Goodwill on acquisition Consideration paid, satisfied in cash Gliderol International Pty Ltd 2011 7,717 6,806 580 6,343 7,317 (8,348) (2,318) (889) 244 (862) 16,590 24,075 40,665 Brivis 2010 8,126 6,588 69 14,075 11,053 (4,975) (2,518) (4,600) - (1,181) 26,637 20,834 47,471 The goodwill recognised on the acquisitions is attributable mainly to the skills and technical expertise of the acquired businesses work force and the synergies expected to be achieved from integrating the business into the consolidated entity’s existing businesses. The consolidated entity incurred acquisition related costs of $547,000 (2010: $474,000) related to external legal fees and due diligence costs. 15. CURREnT TAx ASSETS AnD LIAbILITIES The current tax asset for the consolidated entity of $493,000 (2010: $420,000) represents the amount of income taxes recoverable in respect of current and prior periods. The current tax liability for the consolidated entity of $10,632,000 (2010: $4,543,000) represents the amount of income taxes payable in respect of the current period. 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. 61 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 16. DEFERRED TAx ASSETS AnD LIAbILITIES Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: In thousands of AUD Property, plant and equipment Intangible assets Inventories Employee benefits Provisions Other items Tax assets / (liabilities) Set off of tax Net tax assets / (liabilities) Assets Liabilities Net 2011 823 349 2,545 8,963 9,738 1,787 24,205 (7,120) 17,085 2010 806 284 2,311 7,990 11,229 883 23,503 (4,694) 18,809 2011 (951) 2010 (418) 2011 (128) 2010 388 (5,826) (3,710) (5,477) (3,426) - - - (370) (7,147) 7,120 (27) - - - (597) (4,725) 4,694 (31) 2,545 8,963 9,738 1,417 17,058 - 2,311 7,990 11,229 286 18,778 - 17,058 18,778 Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: In thousands of AUD Tax losses 2011 5,019 2010 4,125 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 In thousands of AUD Property, plant and equipment Intangible assets Inventories Employee benefits Provisions Other items In thousands of AUD Property, plant and equipment Intangible assets Inventories Employee benefits Provisions Other items Balance 1 July 09 Recognised in income Recognised in equity Acquired in business combinations Disposals Balance 30 June 10 623 (343) 2,624 7,297 10,607 2,131 22,939 (235) 233 (313) 110 (758) (1,151) (2,114) - - - - - (694) (694) - (3,316) - 755 1,380 - - - - (172) - - (1,181) (172) 388 (3,426) 2,311 7,990 11,229 286 18,778 Balance 1 July 10 Recognised in income Recognised in equity Acquired in business combinations Disposals 30 June 11 Balance 388 (3,426) 2,311 7,990 11,229 286 18,778 (516) 112 39 278 (1,902) 402 (1,587) - - - - - 729 729 - (2,163) 195 695 411 - (862) - - - - - - - (128) (5,477) 2,545 8,963 9,738 1,417 17,058 GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 17. PROPERTY, PLAnT AnD EqUIPMEnT Land and buildings Plant and equipment Motor vehicles Work in progress 183,405 5,193 7,056 In thousands of AUD Cost Balance at 1 July 2009 Acquisitions through business combinations Additions Disposals Effect of movements in foreign exchange Balance at 30 June 2010 Balance at 1 July 2010 Acquisitions through business combinations Additions Disposals Effect of movements in foreign exchange Depreciation and impairment losses Balance at 1 July 2009 Depreciation charge for the year Disposals Effect of movements in foreign exchange 50,670 10,000 186 (1,803) (521) 58,532 58,532 - 1,090 - - 4,075 9,446 (16,604) (3,750) 176,572 176,572 5,366 10,360 (5,459) (215) (8,756) (135,551) (3,802) (935) 1,042 403 (12,383) 13,829 3,359 Balance at 30 June 2011 59,622 186,624 Balance at 30 June 2010 (8,246) (130,746) Balance at 1 July 2010 Depreciation charge for the year Disposals Effect of movements in foreign exchange (8,246) (1,003) - - (130,746) (11,630) 5,203 131 Balance at 30 June 2011 (9,249) (137,042) Carrying amounts At 1 July 2009 At 30 June 2010 At 1 July 2010 At 30 June 2011 41,914 50,286 50,286 50,373 47,854 45,826 45,826 49,582 - - (4,040) (22) 1,131 1,131 971 - (387) (33) 1,682 (345) 3,287 2 (858) (858) (205) 329 16 (718) 1,391 273 273 964 Total 246,324 14,075 10,614 (22,447) (4,385) 244,181 244,181 6,343 21,239 (5,846) (248) - 982 - (92) 7,946 7,946 6 9,789 - - 17,741 265,669 - - - - - - - - - - 7,056 7,946 7,946 17,741 (148,109) (13,663) 18,158 3,764 (139,850) (139,850) (12,838) 5,532 147 (147,009) 98,215 104,331 104,331 118,660 63 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 18. InTAnGIbLE ASSETS In thousands of AUD Cost Balance at 1 July 2009 Acquisitions through business combinations Additions Disposals Balance at 30 June 2010 Software Brand names 15,839 341,596 - 4,484 (1,660) 18,663 - - (20,465) 321,131 Balance at 1 July 2010 18,663 321,131 Acquisitions through business combinations Additions Effect of movements in foreign exchange Balance at 30 June 2011 Amortisation and impairment losses Balance at 1 July 2009 Amortisation for the year Disposals Balance at 30 June 2010 Balance at 1 July 2010 Amortisation for the year Balance at 30 June 2011 Carrying amounts At 1 July 2009 At 30 June 2010 At 1 July 2010 At 30 June 2011 - 3,488 - 22,151 (2,700) (4,077) 90 (6,687) (6,687) (4,610) (11,297) 13,139 11,976 11,976 10,854 - - (20) 321,111 (9,419) - 9,419 - - - - 332,177 321,131 321,131 321,111 Trade names, designs and patents Goodwill Total 3,177 11,053 - - 1,449 20,834 - - 14,230 22,283 14,230 7,317 - - 22,283 24,075 - - 362,061 31,887 4,484 (22,125) 376,307 376,307 31,392 3,488 (20) 21,547 46,358 411,167 (150) (437) - (587) (587) (1,005) (1,592) 3,027 13,643 13,643 19,955 - - - - - - - 1,449 22,283 22,283 46,358 (12,269) (4,514) 9,509 (7,274) (7,274) (5,615) (12,889) 349,792 369,033 369,033 398,278 GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 18. InTAnGIbLE ASSETS (cont.) Carrying value of brand names and goodwill for each cash generating unit In thousands of AUD Bathrooms & Kitchens Door & Access Systems Heating & Cooling Commercial Furniture 2011 284,111 44,124 26,834 12,400 367,469 2010 284,131 20,049 26,834 12,400 343,414 Impairment testing for brand names and goodwill The recoverable amounts of all brand names and goodwill were assessed at 30 June 2011 based on internal value in use calculations and no impairment was identified for any segments (2010: nil for all segments). Value in use was determined by discounting the future cash flows to be generated from the continuing use of the business unit and to which the brand or goodwill is attached and was based on the following assumptions: ■■ Cash flows were projected based on actual operating results and business plans of the units approved by the Board, with projected cash flows to five years before a terminal value was calculated. Maintainable earnings were adjusted for an allocation of corporate overheads. ■■ Management used a constant growth rate of 2.5% in calculating terminal values of the units, which does not exceed the long-term average growth rate for the industry. ■■ A pre-tax discount rate was used. This pre-tax discount rate was the equivalent of a 9.85% post-tax discount rate. The values assigned to the key assumptions represent management’s assessment of future trends in the Bathrooms & Kitchens, Door & Access Systems, Heating & Cooling and Commercial Furniture industries and are based on both external sources and internal sources (historical data). The estimated recoverable amount of the Commercial Furniture segment exceeds its carrying amount by approximately $10,000,000 (2010: $8,000,000). Management has identified two key assumptions for which a reasonably possible change could cause the carrying amount to exceed the recoverable amount. A five percent decrease in future planned revenues, combined with a two percent decrease in the forecast earnings before income tax margin would result in an impairment of approximately $700,000 for the Commercial Furniture segment. 19. TRADE AnD OTHER PAYAbLES In thousands of AUD Current Trade payables and accrued expenses Derivatives used for hedging Non-trade payables and accrued expenses 2011 2010 50,111 21,296 5,015 76,422 53,471 35,923 5,912 95,306 The consolidated entity’s exposure to currency risk and liquidity risk related to trade and other payables are disclosed in note 25. 65 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 20. InTEREST-bEARInG LOAnS AnD bORROWInGS This note provides information about the contractual terms of the consolidated entity’s interest-bearing loans and borrowings, which are measured at amortised cost. For more information about the consolidated entity’s exposure to interest rate and foreign currency risk, see note 25. Non-current liabilities In thousands of AUD Unsecured cash advance facilities Terms and debt repayment schedule 2011 234,656 2010 230,866 In thousands of AUD Currency Unsecured cash advance facilities Unsecured cash advance facilities Unsecured cash advance facilities AUD AUD AUD Year of maturity 2011 Face value 2014 2016 2016 200,000 30,000 4,656 2011 Carrying amount 200,000 30,000 4,656 2010 Face value 225,000 - 5,866 2010 Carrying amount 225,000 - 5,866 234,656 234,656 230,866 230,866 The unsecured cash advance facilities mature over the next 3 to 5 financial years and have variable rates ranging from 2.37% - 7.18% at 30 June 2011 (2010: 4.38% - 7.73%). Financing facilities In thousands of AUD Bank overdraft Standby letters of credit Bank guarantees Unsecured cash advance facility Facilities utilised at reporting date In thousands of AUD Bank overdraft Standby letters of credit Bank guarantees Unsecured cash advance facility Facilities not utilised at reporting date In thousands of AUD Bank overdraft Standby letters of credit Bank guarantees Unsecured cash advance facility GWA GROUP LIMITED 2011 ANNUAL REPORT 2011 1,000 12,000 4,200 300,000 317,200 2011 - - 624 234,656 235,280 2011 1,000 12,000 3,576 65,344 81,920 2010 1,000 8,000 19,200 267,500 295,700 2010 - 391 2,658 230,866 233,915 2010 1,000 7,609 16,542 36,634 61,785 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 20. InTEREST-bEARInG LOAnS AnD bORROWInGS (cont.) Financing arrangements On 20 April 2011, GWA Group Limited, GWA Finance Pty Ltd, a wholly owned controlled entity of GWA Group Limited, entered into a Multi- currency Revolving Facility Agreement with Commonwealth Bank of Australia, Australia and New Zealand Banking Group, National Australia Bank, Westpac Banking Corporation and HSBC Bank Australia. The agreement replaced the previous Master Financing Agreement and outlines the unsecured bank facilities available to GWA Finance Pty Ltd and the common financial covenants and undertakings provided to the banks. Facility agreements have also been entered into with individual banks to provide treasury facilities such as letters of credit and bank guarantees to the GWA Group. 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 2011. Unsecured cash advance facility Bank loans are provided to GWA Finance Pty Limited under the Multi-currency Revolving Facility Agreement. The bank loans are denominated in Australian and US dollars. The bank loans are unsecured with a negative pledge in favour of the banks, and are split between three year and five year terms. The loans bear interest at market rates and interest is typically 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. Bank guarantees The bank guarantees are committed facilities available to be drawn down under the facility agreement. The limits are specified in the facility agreement. 21. EMPLOYEE bEnEFITS In thousands of AUD 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 2011 2010 2,249 10,441 3,138 15,828 12,747 1,399 14,146 1,990 9,501 2,876 14,367 11,276 975 12,251 Defined contribution superannuation funds The consolidated entity makes contributions to a defined contribution superannuation fund. Contributions are charged against income as they are made based on various percentages of each employee’s gross salaries. The amount recognised as expense was $11,031,000 for the financial year ended 30 June 2011 (2010: $9,924,000). 67 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 21. EMPLOYEE bEnEFITS (cont.) Employee share plan The employee share plan (‘the 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 at balance date. The loans must be repaid in full by the employee. 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 2011, 422,500 ordinary shares were issued to employees at the market price of $3.10, being total market value of $1,310,000 with $5,000 expenditure incurred by the consolidated entity for listing fees. In the prior year, 435,000 ordinary shares were issued to employees at the market price of $3.40, being total market value of $1,479,000. As at 30 June 2011, loans are issued for 3,813,750 (2010: 3,904,489) shares and the remaining balances of these loans is $8,914,000 (2010: $9,486,000) or $5,296,000 (2010: $5,668,000) at net present value. During 2011, dividends of $664,000 (2010: $680,000) were paid against the loans and a further $1,218,000 (2010: $1,275,000) was paid by employees against these loans. 22. SHARE-bASED PAYMEnTS The Long Term Incentive (Equity) Plan was approved by shareholders at the 2008 Annual General Meeting. Under the plan, the Board may offer performance rights to participants which entitle the holder to ordinary shares in the Company (or in limited cases cash payments made), subject to meeting certain financial performance hurdles and the holder remaining in employment with the Company until the nominated vesting date. The performance hurdles are subject to financial performance conditions which measure Total Shareholder Returns (TSR) compared to a peer group of companies, and growth in Earnings Per Share (EPS). The performance hurdles are challenging and achievable and focus senior executives on sustained long term growth consistent with shareholder wealth creation. The plan runs over a three year performance period and the rights will only vest if the performance hurdles are achieved based on a 50% allocation of each grant to the two performance hurdles. If the vesting conditions and performance hurdles are achieved, ordinary shares will be issued to the participants at no cost. If the performance hurdles are not met, then the rights are cancelled after three years. The performance hurdles are as follows: ■■ EPS hurdle – 10% or more EPS growth over the three-year performance period; and ■■ TSR hurdle – GWA Group’s TSR is more than the 50th percentile relative to the TSR of comparator companies. Tranche Grant date Expiry date Balance at beginning of the year Granted during the year Cancelled during the year Forfeited during the year Balance at end of the year Number Number Number Number Number 2011 (i) (ii) (iii) 2010 (i) (ii) 27/02/2009 30/06/2011 1,010,000 12/03/2010 30/06/2012 900,000 - - 21/02/2011 30/06/2013 - 1,910,000 745,000 745,000 70,000 55,000 25,000 470,000 - - 470,000 845,000 720,000 150,000 470,000 2,035,000 27/02/2009 30/06/2011 1,185,000 - 175,000 12/03/2010 30/06/2012 - 1,185,000 900,000 900,000 - 175,000 - - - 1,010,000 900,000 1,910,000 No performance rights were vested and exercisable at 30 June 2011. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 22. SHARE-bASED PAYMEnTS (cont.) Fair value During the current financial year 745,000 performance rights were granted to employees (2010: 900,000) at a weighted average fair value of $2.68 (2010: $2.58). The fair value of the performance rights subject to the EPS hurdle for vesting (50%) was determined as $3.05 by using a Binomial option pricing model. The fair value of the performance rights granted subject to the TSR hurdle for vesting (50%) was determined as $2.30 by using a Monte Carlo simulation. When determining the fair values it was assumed the Company would have a dividend yield of 5.19%, the risk free rate was 5.20% and volatility ranged between 35-45% for the Company and its comparator companies listed for the TSR hurdle. The fair value of the performance rights granted will be allocated to each financial year evenly over the specified three year service period. The amount recognised as personnel expenses in the current financial year was $922,000 (2010: $1,230,000). Refer to the Remuneration Report for further details. 23. PROvISIOnS In thousands of AUD Balance at 1 July 2010 Acquisitions through business combinations Provisions made during the year Provisions used during the year Effect of movements in foreign exchange Balance at 30 June 2011 Current Non-current Warranties Warranties Restructuring Site restoration 15,685 889 7,368 (7,460) (19) 16,463 10,132 6,331 16,463 1,476 - - (1,440) - 36 36 - 36 3,755 - 824 (1,838) - 2,741 1,351 1,390 2,741 Other 4,061 - 893 (2,137) - 2,817 2,346 471 2,817 Total 24,977 889 9,085 (12,875) (19) 22,057 13,865 8,192 22,057 The total provision for warranties at balance date of $16,463,000 relates to future warranty expense on products sold during the current and previous financial years. The major warranty expense relates to water heating products. The provision is based on estimates made from historical warranty data associated with similar products and services. The consolidated entity expects to expend $10,132,000 of the total provision in the financial year ending 30 June 2012, and the majority of the balance of the liability over the following four years. Restructuring The restructuring provision relates to the estimated costs of redundancies and related costs with respect to the closure of manufacturing operations and other business restructuring. During the financial year ended 30 June 2011, the restructuring was almost completed with $1,440,000 being spent. At balance date the balance of the restructuring provision was $36,000 which will be finalised in the next 2 months. Site restoration At balance date the balance of the site restoration provision was $2,741,000. Payments of $1,838,000 were made in the current financial year. 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. Site remediation is currently being undertaken and further provision for costs of $824,000 was made during the year. The remediation is now expected to be completed by June 2012. The remaining balance classified as non-current will be utilised when leased sites are exited. The net present value of the provision has been calculated using a discount rate of 5.16 per cent. 69 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 24. CAPITAL AnD RESERvES Share capital Ordinary shares AUD In thousands On issue at 1 July – fully paid Issue of shares under the dividend reinvestment plan Issue of shares under the employee share plan 2011 301,103 - 422 2010 298,019 2,649 435 On issue at 30 June – fully paid 301,525 301,103 2011 396,539 - 1,305 397,844 2010 387,981 7,079 1,479 396,539 The Company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets. Translation reserve The translation reserve comprises all foreign exchange differences arising from the retranslation 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 retranslation 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. Equity compensation reserve The equity compensation reserve represents the fair value of the cumulative net charges of the performance rights. Dividends Dividends recognised in the current year are: In thousands of AUD 2011 Interim 2011 ordinary Final 2010 ordinary Total amount 2010 Interim 2010 ordinary Final 2009 ordinary Total amount Cents per share Total amount Franked Date of payment 9.5 8.5 18.0 9.5 8.5 18.0 28,604 25,594 54,198 28,563 25,332 53,895 100% 100% 5th April 2011 6th Oct 2010 100% 100% 7th April 2010 7th Oct 2009 Franked dividends declared or paid during the year were franked at the tax rate of 30%. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 24. CAPITAL AnD RESERvES (cont.) Dividends (cont.) After the balance sheet date the following dividends were approved by the directors. The dividends have not been provided for. The declaration and subsequent payment of dividends has no income tax consequences. In thousands of AUD Final ordinary Cents per share Total amount Franked Date of payment 8.5 25,630 100% 6th Oct 2011 The financial effect of these dividends has not been brought to account in the financial statements for the financial year ended 30 June 2011 and will be recognised in subsequent financial reports. Dividend franking account In thousands of AUD 30 per cent franking credits available to shareholders of GWA Group Limited for subsequent financial years The Company 2011 2010 27,513 17,848 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 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 $10,984,000 (2010: $10,969,000). In accordance with the tax consolidation legislation, the Company as the head entity in the tax-consolidated group has also assumed the benefit of $27,513,000 (2010: $17,848,000) franking credits. 71 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT 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. Risk management policy The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board has established the Executive Risk Committee, which is responsible for developing and monitoring risk management policies. The Committee is required to report regularly to the Board on its activities. Risk management policies are established to identify and analyse the risks faced by the consolidated entity, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the consolidated entity’s activities. The Board Audit Committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the consolidated entity. The Board Audit Committee is assisted in its oversight role by the Internal Audit team. The Internal Audit team conducts both regular and ad hoc reviews of risk management controls and procedures. The results of the reviews are reported to the Board Audit Committee. Capital management policy The Board’s policy is to maintain a strong capital base and grow shareholder wealth. The Board monitors debt levels, cash flows and financial forecasts to establish appropriate levels of dividends and funds available to reinvest in the businesses or invest in growth opportunities. The Board focuses on growing shareholder wealth by monitoring the performance of the consolidated entity by reference to the return on funds employed. The Board defines return on funds employed as trading earnings before interest and tax divided by net assets after adding back net debt. There were no changes to the Boards approach to capital management during the year. Credit risk Credit risk is the risk of financial loss to the consolidated entity if a customer or other counterparty to a financial instrument fails to discharge their obligations. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. A risk assessment process is used for customers requiring credit and credit insurance is utilised for major concentrations of trade debts. Goods are sold subject to retention of title clauses in most circumstances. The consolidated entity does not require collateral in respect of financial assets. The consolidated entity maintains an allowance for impairment that represents its estimate of incurred losses in respect of trade receivables. 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. The consolidated entity has two major customers which comprise 39% of the trade receivables carrying amount at 30 June 2011 (2010: 33%). At the balance sheet date there were no material uninsured concentrations of credit risk. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT (cont.) Credit risk (cont.) The carrying amount of financial assets represents the maximum credit exposure of the consolidated entity. The maximum exposure to credit risk at balance date was: In thousands of AUD Cash and cash equivalents Net trade receivables Employee share loans Commodity contracts used for hedging Forward exchange contracts used for hedging 2011 36,573 103,609 5,296 788 19,585 165,851 2010 54,914 107,764 5,668 7,848 29,586 205,780 The ageing of net trade receivables for the consolidated entity at balance date is as follows: In thousands of AUD Not yet due Past due 0-30 days Past due 31-60 days Past due 61-90 days Past due 91-120 days Past due 120+ days Less accrued rebates and credit claims 2011 Receivable 2011 Impairment 2010 Receivable 2010 Impairment 87,130 32,575 2,770 848 584 3,703 (24,001) 103,609 (238) (104) (64) (142) (64) (1,588) - (2,200) 87,036 33,709 3,819 1,061 698 4,624 (23,183) 107,764 (784) (80) (204) (180) (138) (3,365) - (4,751) There were no trade receivables with re-negotiated terms. The movement in the allowance for impairment in respect of trade receivables during the year for the consolidated entity was as follows: In thousands of AUD Balance at 1 July Impairment loss (recognised)/reversal Impairment losses applied Acquired through business combinations Disposals Effect of movements in foreign exchange Balance at 30 June 2011 (4,751) 177 2,641 (277) - 10 2010 (2,028) (985) 159 (2,068) 145 26 (2,200) (4,751) 73 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT (cont.) Liquidity risk Liquidity risk is the risk that the consolidated entity will not be able to meet its financial obligations as they fall due. The consolidated entity prepares cash flow forecasts and maintains financing and overdraft facilities with a number of institutions to ensure sufficient funds will be available to meet obligations without incurring excessive costs. The cash flows of the consolidated entity are controlled by management and reported monthly to the Board who is ultimately responsible for maintaining liquidity. The contractual maturities of financial liabilities and derivatives that are cash flow hedges of the consolidated entity, including estimated interest payments are as follows: Maturity analysis In thousands of AUD Non-derivative financial liabilities – 2011 Carrying amount Contractual cash flows Less than 6 months 6-12 months 1-2 years 3-5 years 5+ years Unsecured cash advance facilities (234,656) (297,532) (8,307) (8,307) (16,615) (229,647) (34,656) Trade and other payables (50,111) (50,111) (49,771) (311) (29) - Derivative financial liabilities - 2011 Interest rate swaps designated as hedges Commodity contracts designated as hedges – outflow Commodity contracts designated as hedges – inflow (450) (605) 788 (452) (605) 788 (122) (605) 788 Forward exchange contracts designated as hedges – outflow (20,241) (20,241) (20,241) Forward exchange contracts designated as hedges – inflow 19,585 19,585 19,585 (111) (177) (42) - - - - - - - - - - - - - - - - - - Total at 30 June 2011 (285,690) (348,568) (58,673) (8,729) (16,821) (229,689) (34,656) In thousands of AUD Non-derivative financial liabilities – 2010 Carrying amount Contractual cash flows Less than 6 months 6-12 months 1-2 years 3-5 years 5+ years Unsecured cash advance facilities (230,866) (264,373) (8,542) (8,542) (49,416) (197,873) Trade and other payables (59,383) (59,383) (59,383) - - - Derivative financial liabilities - 2010 Interest rate swaps designated as hedges (740) (1,031) (283) (203) (349) (196) Commodity contracts designated as hedges – outflow (6,475) (6,475) (3,998) (2,477) Commodity contracts designated as hedges – inflow 7,848 7,848 4,689 3,159 Forward exchange contracts designated as hedges – outflow (28,708) (28,708) (28,708) Forward exchange contracts designated as hedges – inflow 29,586 29,586 29,586 - - - - - - - - - - Total at 30 June 2010 (288,738) (322,536) (66,639) (8,063) (49,765) (198,069) - - - - - - - - The unsecured cash advance facilities are split between three year and five year terms. The periods in which the cash flows associated with derivatives arise match the periods of profit and loss impact. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT (cont.) Market risk Market risk is the risk that changes in market prices such as interest rates and foreign exchange rates will affect the consolidated entity’s income or value of holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. The consolidated entity enters into derivatives in order to manage market risks. All transactions are carried out within the guidelines set by the Executive Risk Committee. (a) Interest rate risk Interest rate risk is the risk that changes in interest rates will affect the consolidated entity’s income. The consolidated entity’s variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. 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 3 years and have fixed swap rates ranging from 5.05% to 5.42% (2010: 5.05% - 6.81%). At 30 June 2011, the consolidated entity had interest rate swaps with a notional contract amount of $125,000,000 (2010: $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 2011 was $450,000 recognised as a fair value derivative liability. (2010: $740,000 fair value derivative liability). (i) Profile At balance date the consolidated entity’s interest bearing financial instruments were: In thousands of AUD Variable rate financial instruments Unsecured cash advance facilities Bank balances Call deposits Fixed rate financial instruments Interest rate swap derivatives Total 2011 Notional value 2011 Carrying amount 2010 Notional value 2010 Carrying amount (234,656) (234,656) (230,866) (230,866) 14,216 22,357 14,216 22,357 22,913 32,001 22,913 32,001 (198,083) (198,083) (175,952) (175,952) 125,000 (73,083) (450) (198,533) 125,000 (50,952) (740) (176,692) 75 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT (cont.) Market risk (cont.) (a) Interest rate risk (cont.) (ii) Fair value sensitivity analysis for fixed rate instruments The consolidated entity does not account for fixed rate financial assets and liabilities at fair value through profit or loss. Therefore a change in interest rates at the reporting date would not affect profit or loss. A change of 100 basis points in interest rates at balance date would have affected the consolidated entity’s equity and financial assets and liabilities as follows: In thousands of AUD Increase of 100 basis points Hedging reserve (increase)/decrease Financial assets increase/(decrease) Financial liabilities (increase)/decrease Decrease of 100 basis points Hedging reserve (increase)/decrease Financial assets increase/(decrease) Financial liabilities (increase)/decrease 2011 2010 (1,152) 702 450 - 1,170 - (1,170) - (2,103) 1,363 740 - 2,149 - (2,149) - (iii) Cash flow sensitivity analysis for fixed and variable rate instruments A change of 100 basis points in interest rates during the period would have affected the consolidated entity’s profit or loss as follows: In thousands of AUD Increase of 100 basis points Unsecured cash advance facilities (AUD) Unsecured cash advance facilities (USD) Bank balances Interest rate swap derivatives Call deposits variable rate Call deposits fixed rate Decrease of 100 basis points Unsecured cash advance facilities (AUD) Unsecured cash advance facilities (USD) Bank balances Interest rate swap derivatives Call deposits variable rate Call deposits fixed rate GWA GROUP LIMITED 2011 ANNUAL REPORT 2011 2010 (2,442) (2,078) (57) 142 1,168 290 46 (853) 2,442 52 (142) (1,168) (290) (46) 848 (36) 229 877 334 15 (659) 2,078 36 (229) (877) (334) (15) 659 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT (cont.) Market risk (cont.) (b) Foreign currency risk The consolidated entity is exposed to foreign currency risk on sales, purchases and asset and liability holdings that are denominated in a currency other than the respective functional currencies of its subsidiaries and retranslation of the financial statements of foreign subsidiaries. The currencies giving rise to this risk are primarily USD and NZD. 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 six months after the balance date. The consolidated entity classifies its forward exchange contracts hedging forecasted transactions as cash flow hedges and states them at fair value. The consolidated entity’s USD denominated bank loan was designated as a hedge of the consolidated entity’s investment in its subsidiary in North America. (i) Exposure to currency risk In thousands of AUD equivalent Currency transaction risk 2011 Trade receivables Trade payables Cash Gross balance sheet exposure Estimated forecast sales Estimated forecast purchases Gross exposure Forward exchange contracts Net exposure 30 June 2011 Foreign exchange rates at balance date 2010 Trade receivables Trade payables Cash Gross balance sheet exposure Estimated forecast sales Estimated forecast purchases Gross exposure Forward exchange contracts Net exposure 30 June 2010 Foreign exchange rates at balance date Currency translation risk 2011 Net assets 2010 Net assets USD NZD EUR HKD YEN 485 (1,265) 458 (322) 4,829 (39,288) (34,459) 14,946 (19,835) 1.0739 1,739 (1,842) 422 319 7,958 (55,063) (47,105) 17,717 (29,069) 0.8523 - (3) 323 320 9,551 (5,489) 4,062 (1,312) 3,070 1.2953 - (3) 65 62 12,372 (3,950) 8,422 101 (1,274) 517 (656) 142 (8,139) (7,997) 3,241 (5,412) 0.7405 775 (492) 14,390 14,673 1,313 (3,200) (1,887) - (11,463) - - - - - - - - - 8.3581 672 - - 672 - - - - - (36) - (36) - (3,040) (3,040) - (3,076) 86.33 - - - - - (2,934) (2,934) - 8,484 1.2308 1,323 0.6979 672 (2,934) 6.6340 75.46 1,485 2,623 351 1,748 - - 330 (1,313) 427 (1,711) 77 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT (cont.) Market risk (cont.) (b) Foreign currency risk (cont.) (ii) Sensitivity analysis The impact of exchange rate movements on profit is subject to other variables including competitor exchange rate positions and movement in market prices. The impact of exchange rate movements on equity is not material. Fair values The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position are as follows: In thousands of AUD Cash and cash equivalents Trade and other receivables Interest rate swaps: Liabilities Commodity contracts: Assets Liabilities Forward exchange contracts: Assets Liabilities Unsecured cash advance facilities Trade payables and accrued expenses Estimation of fair values 2011 Carrying amount 36,573 110,694 (450) 788 (605) 19,585 (20,241) (234,656) (55,125) (143,437) 2011 Fair value 36,573 110,694 (450) 788 (605) 19,585 (20,241) (234,656) (55,125) (143,437) 2010 Carrying amount 54,914 116,237 2010 Fair value 54,914 116,237 (740) (740) 7,848 (6,475) 29,586 (28,708) (230,866) (59,383) (117,587) 7,848 (6,475) 29,586 (28,708) (230,866) (59,383) (117,587) The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the table. (i) Derivatives Forward exchange contracts are marked to market by discounting the contractual forward price and deducting the current spot rate. Commodity contracts are marked to market by discounting the contractual forward price and deducting the current commodity spot price. 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. (ii) Interest-bearing loans and borrowings The notional amount of the interest-bearing loans is deemed to reflect the fair value. The interest-bearing loans are split between three year and five year terms. (iii) 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. (iv) Employee share loans and other employee loans Employee share loans and other employee loans are carried at fair value using discounted cash flow techniques. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 25. FInAnCIAL InSTRUMEnTS AnD FInAnCIAL RISk MAnAGEMEnT (cont.) Estimation of fair values (cont.) (v) Interest rates used for determining fair value The consolidated entity uses the government yield curve as of 30 June 2011 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 (vi) Fair value hierarchy 2011 2010 4.88% - 5.07% 4.81% - 4.91% 6.65% - 7.80% 5.85% - 6.65% 2.37% - 7.18% 4.38% - 7.73% The consolidated entity recognises the fair value of its financial instruments using the level 2 valuation method. The different levels have been defined as follows: ■■ Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities ■■ Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) ■■ Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) In thousands of AUD 30 June 2011 Commodity contracts used for hedging Forward exchange contracts used for hedging Interest rate swaps used for hedging Commodity contracts used for hedging Forward exchange contracts used for hedging Interest rate swaps used for hedging 30 June 2010 Commodity contracts used for hedging Forward exchange contracts used for hedging Interest rate swaps used for hedging Commodity contracts used for hedging Forward exchange contracts used for hedging Interest rate swaps used for hedging Level 1 Level 2 Level 3 Total 788 - - - 19,585 - 788 19,585 (605) - - - (20,241) (450) (605) (20,691) 7,848 - - - 29,586 - 7,848 29,586 (6,475) - - - (28,708) (740) (6,475) (29,448) - - - - - - - - - - - - - - - - 788 19,585 - 20,373 (605) (20,241) (450) (21,296) 7,848 29,586 - 37,434 (6,475) (28,708) (740) (35,923) 79 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 26. 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 2011 12,872 20,013 2,878 35,763 2010 12,300 20,824 967 34,091 The consolidated entity leases warehouse, factory and office facilities and motor vehicles under operating leases. The warehouse, factory and office facility leases typically run for a period of 3 to 8 years, with an option to renew the lease after that date. None of the leases include contingent rentals. During the financial year ended 30 June 2011, $13,308,000 (2010: $13,040,000) was recognised as an expense in profit or loss in respect of operating leases. 27. CAPITAL COMMITMEnTS In thousands of AUD Capital expenditure commitments Plant and equipment Contracted but not provided for and payable: Within one year 2011 2010 13,514 2,890 28. COnTInGEnCIES In previous financial years, the Company investigated and reported two environmental contamination issues at factory sites at Eagle Farm, Queensland and Revesby, NSW. The Revesby site is leased and occupied by a wholly owned subsidiary of the ultimate parent entity, GWA Group Limited. The Eagle Farm site was previously occupied by Corille Limited (formerly Rover Mowers Limited) and has been exited with remediation substantially completed during the current financial year. The remediation of the Revesby site is on-going and a further $824,000 has been provided in the current financial year based on best available estimates. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 29. 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 30 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 statement of comprehensive income and consolidated statement of financial position, 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 2011, is set out below. Summarised statement of comprehensive income 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 the year 2011 93,081 (27,435) 65,646 30,743 (54,198) 42,191 2010 93,330 (22,249) 71,081 13,557 (53,895) 30,743 81 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 29. DEED OF CROSS GUARAnTEE (cont.) Statement of financial position In thousands of AUD Assets Cash and cash equivalents Trade and other receivables Inventories 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 Income tax payable Employee benefits Provisions Total current liabilities Interest-bearing loans and borrowings Employee benefits Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity GWA GROUP LIMITED 2011 ANNUAL REPORT 2011 2010 34,070 121,359 100,228 2,974 258,631 4,659 31,430 11,948 16,929 88,715 394,290 4,171 552,142 810,773 75,079 10,281 15,615 13,782 114,757 234,656 14,131 8,193 256,980 371,737 439,036 397,844 (999) 42,191 439,036 39,159 143,377 98,564 3,015 284,115 5,102 22,205 37,219 17,969 74,575 365,155 3,362 525,587 809,702 96,016 4,348 14,097 15,021 129,482 230,866 12,197 8,862 251,925 381,407 428,295 396,539 1,013 30,743 428,295 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 30. COnSOLIDATED EnTITIES Parent entity GWA Group Limited Subsidiaries Austral Lock Pty Ltd Bankstown Unit Trust (wound-up) Brivis Climate Systems Pty Ltd Canereb Pty Ltd Caroma Holdings Limited Caroma Industries Europe BV (deregistered) Caroma Industries Limited Caroma Industries (NZ) Limited Caroma International Pty Ltd Caroma USA Inc Corille Limited Dorf Clark Industries Ltd Dorf Industries (NZ) Ltd Dux Manufacturing Limited Fowler Manufacturing Pty Ltd (deregistered) G Subs Pty Ltd Gainsborough Hardware Industries Limited Gliderol International Pty Limited GWA Finance Pty Limited GWA Group Holdings Limited GWAIL (NZ) Ltd GWA (North America) Pty Ltd (deregistered) GWA Taps Manufacturing Limited GWA Trading (Shanghai) Co Ltd Hetset (No. 5) Pty Ltd (deregistered) Industrial Mowers (Australia) Limited Lake Nakara Pty Ltd (deregistered) Mainrule Limited McIlwraith-Davey Pty Ltd Olliveri Pty Ltd (deregistered) Sebel Furniture (Hong Kong) Ltd Sebel Furniture Limited Sebel Furniture Limited (NZ) Sebel Furniture Holdings Pty Ltd (previously Sebel Properties Pty Ltd) Sebel Sales Pty Limited (deregistered) Sebel Service & Installations Pty Ltd (deregistered) Starion Tapware Pty Ltd Stylus Pty Ltd Warapave Pty Ltd Parties to cross guarantee Country of incorporation Ownership interest 2011 2010 Y Y N Y N Y N Y N Y N Y Y N Y N Y Y Y Y Y N N Y N N Y N N Y N N Y N Y N N Y Y N Australia Australia Australia Australia Australia Australia Netherlands Australia New Zealand Australia USA Australia Australia New Zealand Australia Australia Australia Australia Australia Australia Australia New Zealand Australia Australia China Australia Australia Australia New Zealand Australia Australia Hong Kong Australia New Zealand Australia 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% 83 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 31. PAREnT EnTITY DISCLOSURES As at, and throughout, the financial year ended 30 June 2011 the parent company of the consolidated entity was GWA Group Limited. In thousands of AUD Results of the parent entity Profit for the period Other comprehensive income Total comprehensive income for the period Financial position of the parent entity Current assets Total assets Current liabilities Total liabilities Shareholders equity of the parent entity Share capital Equity compensation reserve Retained earnings Total shareholders equity Parent entity contingencies Company 2011 2010 29,002 - 29,002 1,138 511,888 8,970 106,037 397,844 2,802 5,205 405,851 43,770 - 43,770 1,106 485,420 4,228 56,600 396,539 1,880 30,401 428,820 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. Contingent liabilities The directors are not aware of any contingent liabilities of the parent entity as at reporting date (2010: nil). Capital expenditure commitments The parent entity has not entered into any contractual commitments for the acquisition of property, plant or equipment as at reporting date (2010: nil). Parent entity guarantees in respect of debts of its subsidiaries The parent entity has entered into a Deed of Cross Guarantee with the effect that the parent entity 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 (2010: nil). Further details of the Deed of Cross Guarantee and the subsidiaries subject to the Deed are disclosed in Note 29. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 32. RECOnCILIATIOn OF CASH FLOWS FROM OPERATInG ACTIvITIES In thousands of AUD Cash flows from operating activities Profit for the period Adjustments for: Depreciation Amortisation Share-based payments Foreign exchange (gains)/losses Interest expense Loss on disposal of discontinued operations, net of income tax Loss on sale of property, plant and equipment and intangible assets Income tax expense Operating profit before changes in working capital and provisions Decrease in trade and other receivables Decrease in inventories Decrease in trade and other payables Decrease in provisions and employee benefits Net interest paid Income taxes paid Net cash from operating activities 2011 2010 63,359 48,527 12,838 5,615 922 1,580 15,175 - 184 28,622 128,295 13,764 7,679 (21,888) (1,771) 126,079 (16,551) (20,970) 88,558 13,663 4,514 1,230 1,164 15,027 7,406 170 24,040 115,741 2,346 292 (4,490) (8,578) 105,311 (15,053) (23,073) 67,185 85 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 33. RELATED PARTIES Key management personnel compensation The key management personnel compensation included in ‘personnel expenses’ (see note 6) are as follows: In AUD Short-term employee benefits Post-employment benefits Other long term benefits Termination benefits Share-based payments 2011 2010 6,478,529 6,430,642 490,658 601,689 - 763,624 8,334,500 473,240 201,020 181,875 780,046 8,066,823 Individual directors and executives compensation disclosures Information regarding individual directors and executives compensation is provided in the Remuneration Report section of the director’s report. Apart from the details disclosed in this note, no director has entered into a material contract with the consolidated entity since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year end. 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: In AUD Directors P Crowley R Thornton Executives L Patterson W Saxelby Balance 1 July 2010 Balance 30 June 2011 Interest not charged in the reporting period Highest balance in period 1,455,000 263,496 1,320,000 245,496 655,536 779,600 616,073 725,600 92,393 16,941 42,257 50,098 1,455,000 263,496 655,536 779,600 No loans were made to key management personnel or their related parties during the year (2010: nil). 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: In AUD Total for key management personnel 2011 Total for key management personnel 2010 Opening balance 3,153,632 3,612,587 Closing balance 2,907,170 3,153,632 Interest not charged in the reporting period Number in group at 30 June 201,689 201,020 4 4 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. GWA GROUP LIMITED 2011 ANNUAL REPORT nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 33. RELATED PARTIES (cont.) Other key management personnel transactions with the Company or its controlled entities The consolidated entity purchased components and tooling of $122,118 (2010: $222,795) from Great Western Corporation Pty Ltd, a company of which Mr R Thornton is a director. Amounts were billed based on normal market rates for such supplies and were due and payable under normal payment terms. The consolidated entity incurred legal fees of $193,554 (2010: $689,693) from Clayton Utz Lawyers, a legal firm of which Mr D McDonough is an equity partner. 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 or to their related parties at reporting date arising from these transactions were as follows: In AUD Trade creditors 2011 26,723 2010 13,951 From time to time, key management personnel of the Company or its controlled entities, or their related entities, may purchase goods from the consolidated entity. These purchases are on the same terms and conditions as those entered into by other consolidated entity employees or customers and are trivial or domestic in nature. Movements in shares The movement during the reporting period in the number of ordinary shares in GWA Group Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Directors: non-executive D Barry (Retired 28 October 2010) R Anderson G McGrath W Bartlett D McDonough P Birtles (Appointed 24 November 2010) J Mulcahy (Appointed 24 November 2010) Executive directors P Crowley R Thornton Executives G Oliver W Saxelby L Patterson N Evans Held at 1 July 2010 12,877,399 18,399,803 150,000 15,914 60,495 n/a n/a 750,000 112,313 174,907 300,000 240,739 14,338 Purchases Sales - - - 15,000 40,000 - - - 4,000 - 20,000 - - - - - - - - - - - - - (40,739) (14,338) Held at 30 June 2011 n/a 18,399,803 150,000 30,914 100,495 15,000 25,000 750,000 116,313 174,907 320,000 200,000 - 87 nOTES TO THE COnSOLIDATED FInAnCIAL STATEMEnTS GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 33. RELATED PARTIES (cont.) Movements in shares (cont.) The relevant interest of each director in the share capital of the Company as notified by the directors’ to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001 as at 30 June 2011 is listed in the Directors’ Report. The related party shareholdings of Robert Anderson and Darryl McDonough have been adjusted to exclude shareholder entities included in prior year disclosures that do not meet the definition of related party for the purposes of AASB 124. The excluded shareholder entities are not ‘controlled’ or ‘significantly influenced’ by Messrs Anderson and McDonough or any ‘close members of the family’ of Messrs Anderson and McDonough as the terms are defined in AASB 124. Directors: non-executive B Thornton (Retired 30 June 2010) J Kennedy (Retired 29 October 2009) D Barry R Anderson G McGrath W Bartlett D McDonough Executive directors P Crowley R Thornton Executives G Oliver W Saxelby L Patterson N Evans (Commenced employment 17 March 2010) Held at 1 July 2009 17,449,950 101,000 12,903,534 18,399,803 150,000 15,425 23,635 750,000 111,935 169,530 300,000 300,000 n/a Purchases Sales Held at 30 June 2010 555,244 - - - - 489 36,860 - 378 5,377 - - - - - (26,135) - - - - - - - - (59,261) - 18,005,194 n/a 12,877,399 18,399,803 150,000 15,914 60,495 750,000 112,313 174,907 300,000 240,739 14,338 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 2011 was 20,282,432 (2010: 51,101,102). 34. SUbSEqUEnT EvEnTS Subsequent to 30 June 2011, the consolidated entity has progressed negotiations with a third party in relation to the divestment of the Sebel business. The Sebel business represents the Commercial Furniture segment which includes the sale of education, hospitality and aged care furniture and stadia seating. At the date of this report, the consolidated entity has not yet reached agreement with the third party. Negotiations are continuing and a decision is expected by the end of August 2011. Other than the matter noted above, to the Director’s best knowledge, there are no events that have arisen subsequent to 30 June 2011 that will, or may, significantly affect the operation or results of the consolidated entity. GWA GROUP LIMITED 2011 ANNUAL REPORT DIRECTORS’ DECLARATIOn GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 1. In the opinion of the directors of GWA Group Limited (‘the Company’): (a) the consolidated financial statements and notes, and the Remuneration Report in the Directors’ Report, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the group’s financial position as at 30 June 2011 and of its performance 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. There are reasonable grounds to believe that the Company and the group entities identified in Note 29 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Class Order 98/1418. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Managing Director and Chief Financial Officer for the financial year ended 30 June 2011. The directors draw attention to Note 1(a) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. 2. 3. 4. Dated at Brisbane on 16 August 2011. Signed in accordance with a resolution of the directors: Geoff McGrath Director Peter Crowley Director LEAD AUDITOR’S InDEPEnDEnCE DECLARATIOn UnDER SECTIOn 307C OF THE CORPORATIOnS ACT 2001 To: the directors of GWA Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2011 there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Sydney, 16 August 2011 Greg Boydell Partner 89 InDEPEnDEnT AUDITOR’S REPORT TO THE MEMbERS OF GWA GROUP LIMITED GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 REPORT On THE FInAnCIAL REPORT Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Report on the remuneration report We have audited the Remuneration Report included on pages 29 to 38 of the directors’ report for the year ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards. Auditor’s opinion In our opinion, the remuneration report of GWA Group Limited for the year ended 30 June 2011, complies with Section 300A of the Corporations Act 2001. KPMG Sydney, 16 August 2011 Greg Boydell Partner We have audited the accompanying financial report of GWA Group Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2011, and consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 34 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In Note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. 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 of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We 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, a true and fair view which is consistent with our understanding of the GWA GROUP LIMITED 2011 ANNUAL REPORT OTHER STATUTORY InFORMATIOn AS AT 15 AUGUST 2011 GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 STATEMEnT OF SHAREHOLDInG vOTInG RIGHTS In accordance with the Australian Securities Exchange Listing Rules, the directors state that, as at 15 August 2011, the share capital in the Company was held as follows: The voting rights attached to shares are as set out in clause 9.20 of the Company’s Constitution. Subject to that clause, at General Meetings of the Company: Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Ordinary Shareholders 1,890 6,182 3,145 2,252 Ordinary Shares 1,018,653 18,442,616 23,924,935 % 0.34 6.17 7.93 1. 2. On a show of hands, every person present as a member, proxy, attorney or representative of a member has one vote; and On a poll, every person present as a member, proxy, attorney or representative of a member, has one vote for each fully paid share. 48,044,655 15.93 SUbSTAnTIAL SHAREHOLDERS 112 210,094,155 69.68 13,581 301,525,014 100.00 The following information is extracted from the Company’s Register of Substantial Shareholders as at 15 August 2011: The number of shareholders with less than a marketable parcel of 197 shares is 458. Shareholder Number of Shares % Shares on Issue Commonwealth Bank of Australia 18,304,940 HGT Investments Pty Limited 18,275,748 6.07 6.06 20 LARGEST SHAREHOLDERS AS AT 15 AUGUST 2011 Shareholder J P Morgan Nominees Australia Limited Citicorp Nominees Pty Limited HGT Investments Pty Ltd National Nominees Limited HSBC Custody Nominees (Australia) Limited KFA Investments Pty Ltd Erand Pty Ltd JMB Investments Pty Ltd Ashberg Pty Ltd Theme (No 3) Pty Ltd CJZ Investments Pty Ltd Australian Foundation Investment Company Limited RBC Dexia Investor Services Australia Nominees Pty LimitedITA Investments Pty Ltd Dabary Investments Pty Ltd Mr Peter Zinn & Mrs Carol Joan Zinn Citicorp Nominees Pty Limited Milton Corporation Limited Mr William Edward Duncan & Mr Rodney John Turner Mr Michael John Mcfadyen Number of Shares % Shares on Issue 22,278,497 18,577,279 18,275,748 15,119,746 13,956,258 11,209,542 9,898,229 9,186,434 8,418,442 8,170,985 7,239,381 6,681,130 6,039,676 5,152,338 3,553,830 3,353,740 2,749,564 2,275,000 2,219,714 2,171,136 7.39 6.16 6.06 5.01 4.63 3.72 3.28 3.05 2.79 2.71 2.40 2.22 2.00 1.71 1.18 1.11 0.91 0.75 0.74 0.72 Total 176,526,669 58.54 91 SHAREHOLDER InFORMATIOn GWA GROUP LIMITED AnD ITS COnTROLLED EnTITIES ABN 15 055 964 380 AnnUAL GEnERAL MEETInG DIRECT CREDIT OF DIvIDEnDS The Annual General Meeting of GWA Group Limited will be held in The Conference Room, Emporium Hotel, 1000 Ann Street, Fortitude Valley on Tuesday 25 October 2011 commencing at 10:30am. Shareholders will be mailed their Notice of Annual General Meeting and Proxy Form during September 2011. SHAREHOLDER EnqUIRIES Shareholders with enquiries about their shareholding or dividend payments should contact the Company’s share registry, Computershare Investor Services Pty Limited, on 1300 850505 or write to GPO Box 2975 Melbourne Victoria Australia 3001. Alternatively, you can view details of your holding or make changes to your personal information online at www.computershare.com.au. CHAnGE OF ADDRESS Shareholders who have changed their address should immediately notify the Company’s share registry in writing or online at www.computershare.com.au. 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 at www.gwagroup.com.au. Shareholders wishing to be mailed a copy of the Annual Report should notify the Company’s share registry in writing or online at www.computershare.com.au. 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 and full year results to the market. The latest dividend details can be found on the Company’s website at www.gwagroup.com.au. To minimise cost and ensure fast and efficient payment of dividends to shareholders, the Company mandates direct credit for payment 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. Direct credit application forms can be obtained from the Company’s share registry or online at www.computershare.com.au. DIvIDEnD REInvESTMEnT PLAn The Dividend Reinvestment Plan was suspended by the Board in February 2010. At the present time, the Company has access to sufficient capital to support its funding requirements. The Board keeps this position under review. SECURITIES ExCHAnGE LISTInG The Company’s shares are listed on the Australian Securities Exchange under the ASX code: GWA. Details of the trading activity of the Company’s shares are published in most daily newspapers, generally under the abbreviation GWA Grp. SHAREHOLDER TIMETAbLE 2011 30 June Financial year end 16 August Year end result and final dividend announcement 12 September Ex dividend date for final dividend 16 September Record date for determining final dividend entitlement 19 September Notice of Annual General Meeting and Proxy Form mailed to shareholders 6 October Final ordinary dividend paid 23 October Proxy returns close 10:30 am Brisbane 25 October Annual General Meeting 31 December Half year end GWA GROUP LIMITED 2011 ANNUAL REPORT HEAD OFFICE LOCATIONS GWA Group Limited Level 2, HQ South Tower Fortitude Valley QLD 4006 AUSTRALIA Telephone: 61 7 3109 6000 Facsimile: 61 7 3852 2201 Website: www.gwagroup.com.au GWA Heating & Cooling GWA Door & Access Systems Dux Manufacturing Limited Lackey Road Moss Vale NSW 2577 AUSTRALIA Telephone: 61 2 4868 0200 Facsimile: 61 2 4868 2014 Gainsborough Hardware Industries Limited 31-33 Alfred Street Blackburn VIC 3130 AUSTRALIA Telephone: 61 3 9877 1555 Facsimile: 61 3 9894 1599 Websites: www.dux.com.au Websites: www.gainsboroughhardware.com.au GWA Bathrooms & Kitchens www.ecosmart.com.au www.hotwaterrebate.com.au Brivis Climate Systems Pty Limited 61 Malcolm Road Braeside VIC 3195 AUSTRALIA Telephone: 61 3 9264 9555 Facsimile: 61 3 9264 9400 Website: www.brivis.com.au Caroma Industries Limited 4 Ray Road Epping NSW 2121 AUSTRALIA Telephone: 61 2 9202 7000 Facsimile: 61 2 9202 7099 Websites: www.caroma.com.au www.fowler.com.au www.dorf.com.au www.irwell.com.au www.stylus.com.au www.clark.com.au www.radiantstainless.com.au www.toiletrebate.com.au www.epure.com.au www.starionaust.com.au www.ausloc.com Gliderol International Pty Limited 32 Jacobsen Crescent Holden Hill SA 5088 AUSTRALIA Telephone: 61 8 8261 9633 Facsimile: 61 8 8261 9700 Website: www.gliderol.com.au GWA Commercial Furniture Sebel Furniture Limited 92 Gow Street Padstow NSW 2211 AUSTRALIA Telephone 61 2 9780 2222 Facsimile 61 2 9780 2111 Website: www.sebel.com.au CORPORATE DIRECTORY Directors G J McGrath, Chairman D D McDonough, Deputy Chairman P C Crowley, Managing Director R M Anderson, Non-Executive Director W J Bartlett, Non-Executive Director P A Birtles, Non-Executive Director J F Mulcahy, Non-Executive Director R J Thornton, Executive Director Chief Financial Officer W R Saxelby, B Com FCPA GAICD Company Secretary R J Thornton, CA B Com (Acc) LLB (Hons) LLM Registered Office Level 2, HQ South Tower 520 Wickham Street Fortitude Valley QLD 4006 AUSTRALIA Telephone 61 7 3109 6000 Facsimile 61 7 3852 2201 www.gwagroup.com.au ASX code: GWA Auditor KPMG 10 Shelley Street Sydney NSW 2000 AUSTRALIA Telephone: 61 2 9335 7000 Facsimile: 61 2 9335 7001 Share Registry Computershare Investor Services Pty Limited 117 Victoria Street West End QLD 4101 AUSTRALIA GPO Box 2975 Melbourne VIC 3001 AUSTRALIA (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 www.computershare.com.au Group Bankers Commonwealth Bank of Australia Australia and New Zealand Banking Group National Australia Bank Westpac Banking Corporation HSBC Bank Australia Printed using Forestry Stewardship Council (FSC) certified paper. All paper sourced from responsibly managed plantation forests. ISO14001 environmental management system in use. Level 2, HQ South Tower 520 Wickham Street Fortitude Valley QLD 4006 Telephone: 61 7 3109 6000 Facsimile: 61 7 3852 2201 Website: www.gwagroup.com.au PMS 5473 Black 60% CMYK C=82 M=0 Y=28 K=52