ANNUAL REPORT
2024
FY24 PERFORMANCE HIGHLIGHTS
02
FIVE YEAR FINANCIAL SUMMARY
03
COMPANY PROFILE
04
STRATEGY ON A PAGE
05
CHAIRMAN’S REPORT
06
MANAGING DIRECTOR’S
REVIEW OF OPERATIONS
08
BOARD OF DIRECTORS
12
DIRECTORS’ REPORT
14
LEAD AUDITOR’S INDEPENDENCE
DECLARATION
39
FINANCIAL REPORT
40
INDEPENDENT AUDITOR’S REPORT
87
OTHER STATUTORY INFORMATION
92
SHAREHOLDER INFORMATION
93
HEAD OFFICE LOCATIONS
94
CORPORATE DIRECTORY
95
FY24
> 5.4% increase in normalised Group EBIT.
> Cash conversion ratio of 110%.
> Net debt at its lowest level in five years
($97m).
> Achieved considerable progress in
delivery of strategic initiatives.
CONTENTS
Making life better
through innovation
in everyday
water experiences.
FINAL DIVIDEND OF
8.0c per share, fully franked, bringing the full-year dividend
to 15.0 cents per share, fully franked
GWA GROUP LIMITED | 2024 ANNUAL REPORT
03
GWA GROUP LIMITED | 2024 ANNUAL REPORT
02
FY24 PERFORMANCE
HIGHLIGHTS
FIVE YEAR
FINANCIAL SUMMARY
1
Normalised net profit after tax excludes Significant
Items after tax for FY24 ($7.0m); FY23 ($1m).
TOTAL SALES OF
$413.5m
0.4% on the prior year
NORMALISED EBIT OF
$74.2m
5.4% on the prior year
REPORTED EBIT OF
$64.4m
6.8% on the prior year
NORMALISED1 NPAT OF
$45.6m
3.4% on the prior year
REPORTED NPAT OF
38.6m
10.4% on the prior year
NORMALISED EBIT MARGIN OF
17.9% (FY23 17.1%)
GWA continued its disciplined execution of its strategy to deliver
a solid financial result in FY24.
While markets remained challenging, the
continued execution of our customer first and
profitable volume growth strategic priorities,
including an absolute focus on “win the
plumber”, enabled the group to deliver volume
growth of 2.1% for the year.
Despite challenging conditions, FY24
performance exceeded internal targets.
The GWA team, throughout FY24, demonstrated
an agile approach to changing market
conditions. In addition to reporting an improved
financial result, we continue to evolve our
strategic priorities to deliver a platform for
future and sustainable growth.
Continuing operations
2019/206
$’000
2020/216
$’000
2021/226
$’000
2022/236
$’000
2023/246
$’000
Revenue from continuing operations
398,704
405,736
418,717
411,840
413,492
Earnings before interest, tax, depreciation,
amortisation and significant items1
92,206
88,401
94,610
89,099
93,603
EBITDA margin (%)
23.1
21.8
22.6
21.6
22.6
Depreciation and amortisation
(20,366)
(19,919)
(19,761)
(18,648)
(19,439)
Earnings before interest, tax and
significant items (EBIT)1
71,840
68,482
74,849
70,451
74,164
EBIT margin (%)1
18.0
16.9
17.9
17.1
17.9
Interest (net)
(8,644)
(8,019)
(7,233)
(8,082)
(7,690)
Normalised profit before tax1
63,196
60,463
67,616
62,369
66,474
Normalised profit before tax (%)
15.9
14.9
16.1
15.1
16.1
Tax expense on normalised profit
(18,273)
(18,140)
(20,351)
(18,226)
(20,852)
Normalised effective tax rate (%)
28.9
30.0
30.1
29.2
31.4
Normalised profit after tax1
44,923
42,323
47,265
44,143
45,622
Significant items after tax
(1,037)
(7,267)
(12,086)
(988)
(6,991)
Net profit after tax for the period
43,886
35,056
35,179
43,156
38,631
Net cash from operating activities
60,952
78,298
13,988
72,882
72,814
Capital expenditure
12,317
5,147
2,408
2,220
2,978
Net debt2
144,841
104,804
138,248
117,008
96,967
Shareholders' equity
279,731
296,611
303,826
305,540
304,591
1
Normalised profit before significant items is a non-
IFRS financial measure reported to provide a greater
understanding of the underlying business performance
of the Group. The disclosures are extracted or derived
from the financial reports and have not been subject
to review or audit. The non-IFRS financial measures
included in this table exclude significant items that are
detailed in the relevant years’ financial reports.
2
Net debt reflects the Group’s borrowings and bank
guarantees less cash (including cash classified within
assets held for sale).
3
Interest cover (times) is calculated using EBITDA
excluding non-recurring other significant items divided
by net interest expense.
4
Dividend payout ratio is calculated as the Dividend per
share (cents) divided by the relevant Basic EPS.
Basic EPS is calculated using the weighted average
number of ordinary shares at 30 June.
5
Dividend per share includes ordinary and
special dividends.
6
AASB16 Leases and the May 2020 IFRS Interpretation
Committee decision on ‘Multiple Tax Consequences
of Recovering an Asset’ have been adopted from
1 July 2019 (FY20), with retrospectively restatement
of FY19 made.
7
Equity for the purposes of gearing excludes the
retained earnings impact from the adoption of the
May 2020 IFRS Interpretation Committee decision on
‘Multiple Tax Consequences of Recovering an Asset’.
Other Ratios and Statistics
Interest cover (times)3
13.6
15.5
18.3
13.3
14.5
Leverage ratio3
1.9
1.4
1.7
1.5
1.2
Gearing: net debt/(net debt + equity) (%)7
28.4
21.5
26.2
23.0
19.9
Return on shareholders' equity (%)
15.7
11.8
11.6
14.1
12.7
Dividend payout ratio — Group (%)4
69.2
94.6
113.1
79.8
103.0
Dividend payout ratio
— Normalised Continuing (%)4
67.6
78.1
84.2
78.3
87.2
Dividend per share (cents)5
11.5
12.5
15.0
13.0
15.0
Franking (%)
100
100
100
100
100
Share price (30 June) ($)
2.77
2.77
1.97
1.75
2.42
Dividend yield at 30 June share price (%)
4.2
4.5
7.6
7.4
6.2
Number of employees
629
578
550
516
504
Basic earnings per share (cents)
— Group
16.6
13.3
13.3
16.3
14.6
Basic earnings per share (cents)
— Continuing
16.6
13.3
13.3
16.3
14.6
Normalised basic earnings per share
(cents) — Continuing
17.0
16.0
17.8
16.6
17.2
GWA GROUP LIMITED | 2024 ANNUAL REPORT
04
ABOUT GWA
GWA Group Limited (GWA) listed on the Australian Securities
Exchange in May 1993. GWA is a leading innovator, designer,
importer and supplier of products and solutions, focused on the
delivery of sustainable water solutions for bathrooms, kitchens
and laundries.
We own and distribute market-leading brands
and state of the art product solutions across
our ranges of sanitaryware, tapware, showers,
basins, baths, kitchen sinks, laundry tubs,
bathroom/kitchen accessories, valves and spare
parts. We have an intelligent bathroom system
incorporating Internet of Things (IoT) smart
water management solutions.
GWA operates a central-led business with
corporate functions supporting our sustainable
water solutions business. We have sale and
distribution facilities across our primary end
markets of Australia, New Zealand and the
United Kingdom.
We are highly regarded within the plumbing
and construction industry, recognised for our
technological capabilities, commitment to
water conservation, product reliability and
quality, technical expertise, and excellent
customer service.
We maintain quality and cost efficient long-term
supply agreements with selected, exclusive
manufacturing partners across Asia and Europe.
GWA has an experienced senior management
team in design, research and development,
brand building, customer engagement, supply
and distribution.
GWA remains committed to growing
shareholder value through our focus on making
everyday water experiences extraordinary within
our sustainable water solutions business which
has strong market positions, market-leading
brands and significant growth opportunities.
GWA is a member of the ASX 300 index of
listed Australian companies.
OUR PURPOSE
Making life better through innovation
in everyday water experiences.
OUR STRATEGY
To be the trusted partner in the
delivery of sustainable water
solutions for bathrooms.
OUR CULTURAL PILLARS
We are one team.
We are customer focused.
We care for each other.
We make life better for all our stakeholders.
OUR BRANDS
COMPANY
PROFILE
STRATEGY
ON A PAGE
OUR STRATEGY
To be the trusted partner in the delivery of sustainable water solutions for bathrooms
OUR STRATEGIC FOCUS
Making life better
through innovation in
everyday water experiences
CUSTOMER
FIRST
PROFITABLE
VOLUME GROWTH
GWA GROUP LIMITED | 2024 ANNUAL REPORT
05
We are customer focused
We are one team
We care for each other
Merchants
STRATEGIC GROWTH
OUR CULTURAL PILLARS
OUR ENABLERS
Innovation
ESG
Digital
People
Win the plumber
Residential
Care
Commercial
GWA GROUP LIMITED | 2024 ANNUAL REPORT
07
GWA GROUP LIMITED | 2024 ANNUAL REPORT
06
STI payments remain subject to achieving Board
approved targets with 75% of the successful STI
allocated to financial and 25% to non-financial
targets. In addition, 30% of the payment
applicable to achievement of the financial target
is deferred for one year and paid in cash.
The maximum Long Term Incentive (LTI) as a %
of fixed remuneration for the Managing Director
& CEO and other executives remains unchanged
for the FY25 plan. However, the Board will change
the weighting of the two existing performance
measures; Earnings Per Share (EPS) growth and
relative Total Shareholder Return (TSR); from
50% EPS/50% TSR to 70% EPS/30% TSR.
The Board believes this change better reflects
management’s ability to deliver growth, and
will be implemented for FY25, subject to
shareholder approval of the Managing Director &
CEO’s LTI grant at the Company’s 2024 Annual
General Meeting.
BOARD COMPOSITION
The Board implemented a renewal process over
the past couple of years which included the
appointment of three Non-Executive Directors
during FY23.
At the conclusion of the Annual General meeting
on 4 November, Mr Brett Draffen will be
appointed to the Board of GWA.
With the renewal process now largely complete,
I will retire from the Board at the conclusion of
the Annual General Meeting in November.
I wish to acknowledge and thank my fellow
Directors for their ongoing support and counsel
over that time, and particularly thank you the
shareholders for your ongoing support.
I also want to thank Urs, his leadership team
and all our employees across GWA for their
contribution to our Company.
Darryl D McDonough
Chairman
Despite a challenging operating
environment, including a
New Zealand recession,
GWA continued its disciplined
focus to deliver an improved
financial result in FY24.
The herculean effort in FY24 resulted in
enhanced shareholder returns.
Your Company continues to make solid progress
in implementing its strategy which provides a
significant platform for future growth.
FY24 RESULTS
Group Revenue increased by 0.4% to
$413.5 million, reflecting continued volume
growth in the Australian and UK markets,
partially offset by a decline in New Zealand due
to the recession.
Continued focus on profitable volume growth
supported by operational discipline resulted
in normalised EBIT1 increasing by 5.4% to
$74.2 million. Normalised net profit after tax
increased by 3.4% to $45.6 million.
On a reported basis which includes significant
items net profit was $38.6 million compared to
$43.2 million for the prior year.
STRONG FINANCIAL POSITION ENABLES
15% INCREASE IN FULL YEAR DIVIDEND
GWA remains in a strong financial position
enabling the Group to manage challenging
market conditions while continuing to deliver
enhanced returns for shareholders.
The Board declared a final dividend of 8 cents
per share, fully franked, bringing the full-year
dividend to 15 cents per share, fully franked,
compared to 13 cents for the prior year.
CHAIRMAN’S
REPORT
1
Normalised results exclude significant items, which in FY24 were $9.7 million pre tax
including costs associated with restructuring of the New Zealand business, the implementation
of the ERP programme in the UK and the enhancement of the Group’s digital platforms.
The FY24 full year dividend represents a
normalised payout ratio of 87% and reported
dividend payout ratio of 103% of net profit,
which is above the Company’s dividend policy.
It is largely driven by strong operating cash flow
over FY24 and FY23, resulting in low net debt.
As at 30 June 2024 net debt was $97.0 million,
compared to $117.0 million in June 2023. This is
the lowest level of debt in the last 5 years.
The Company’s Dividend Reinvestment Plan
will not be offered to shareholders for the
final dividend.
SAFETY AND SUSTAINABILITY
Our primary focus is on operating as a safe and
sustainable business.
We incurred several minor injuries during the
year which resulted in a disappointing increase
in the Group’s Total Injury Frequency Rate
for FY24.
However, as part of the increased focus on
improving incident, and hazard reporting, and
corrective action management across the
business, we reported a solid improvement in
the Worker Insight Frequency Rate which is a
key safety lead indicator.
Consistent with our commitment to
sustainability, we reduced emissions from our
Australian fleet through our ongoing transition
to hybrid vehicles. We also continued our
journey towards developing lead-free tapware,
which will ensure compliance with upcoming
regulatory changes.
More information regarding our sustainability
progress is contained in the FY24 ESG Report.
CHANGES TO REMUNERATION
During the year, the Board conducted a review
of the Company’s executive remuneration
framework to ensure continued alignment with
shareholder value creation. Following that
review, the Board implemented some changes to
executive remuneration which were announced
in February 2024.
These included an increase in the maximum
FY24 Short Term Incentive (STI) payable as a %
of fixed remuneration from 50% to 100% for the
Managing Director & CEO, with other executives
increasing from 40% to 50%.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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GWA GROUP LIMITED | 2024 ANNUAL REPORT
08
MANAGING DIRECTOR’S
REVIEW OF OPERATIONS
HEALTH & SAFETY
GWA incurred a few minor injuries during the
year which resulted in a disappointing increase
in the Total Injury Frequency Rate (TIFR) for
FY24 to 10.7 from 4.0 in the prior year. These
were minor injuries such as back strains.
Our safety initiatives will address building
capability for our people leaders to raise
awareness and improve safety outcomes to
identify and manage early interventions as part
of our injury management.
We continue to focus on lead indicators which
we believe are more relevant in preventing
workplace incidents. This has led to an
improvement in incident reporting with the
Worker Insight Frequency Rate improving by
22% on the prior year.
GROUP FINANCIAL RESULTS
Normalised Results — excludes
significant items
A$ million
(normalised — Excludes
Significant Items)
FY23
FY24
% change
Revenue
411.8
413.5
+0.4%
EBIT
70.4
74.2
+5.4%
EBIT Margin (%)
17.1%
17.9%
+0.8ppts
NPAT
44.1
45.6
+3.4%
Group revenue increased by 0.4 % to
$413.5 million.
Revenue in Australia increased by 1.8 % for the
year with volume growth of 3.8%. This growth
reflects continued traction from profitable
volume growth strategies including “win the
plumber” and the launch of new products
targeting core segments, including entry-level
products for the detached housing market and
maintenance plumbers.
The specialised “bundle” offer targeting
maintenance plumbers continues to gain
traction with sales up 8% on the prior year.
GWA’s commercial forward order bank remains
strong and increased by 22% in value on the
start of the year which continues to create
a strong platform for future growth in the
commercial new build and renovation and
replacement segment.
Revenue in New Zealand, which was in
recession, declined by 16.5% on the prior year,
reflecting the ongoing weak market conditions
in the housing and construction sector with
customers continuing to prioritise cashflow
and stock management in the challenging
trading environment.
In response GWA acted decisively to align its
local New Zealand operations to the prevailing
market conditions. The business has been
simplified by streamlining brands and products
and adjusting the organisational model. The
Auckland-based Innovation and R&D centre has
been maintained.
Revenue in the UK market increased by 8.6%
over the prior year. Our local management team
continues to execute well and added three new
merchant partners during the second half.
The 0.4% increase in group revenue and
disciplined cost management translated to a
5.4% improvement in normalised Group EBIT to
$74.2 million.
The increase in revenue reflects the Group’s
continued focus on profitable volume growth
supported by ongoing operational and cost
discipline across the business.
This also assisted in an improvement in
Normalised Group EBIT margin to 17.9%
compared to 17.1% for the prior year.
Cost savings included management actions
taken towards the end of the prior year to
proactively align the cost base to the prevailing
uncertain market conditions and lower
freight costs in FY24.
These benefits were partially offset by the lower
A$/US$ exchange rate in FY24 compared to
the prior year.
Group Normalised EBIT in FY24 includes
$6.9 million for payments of staff incentives
in FY24 related to improved financial
performance (FY23: $nil).
Reported Results — includes significant items
Group reported results include significant items
of $9.7 million (pre tax). Included in other
expenses is $5.2 million of costs made up of
$1.3 million relating to UK entity’s Enterprise
Resource Planning, $2.2 million relating to
enhancement of the Group digital platforms and
$1.7 million relating to NZ restructure costs. Also
included in the cost of sales is $4.5 million of
NZ related inventory provision. Significant Items
are consistent with the announcement made
on 26 June 2024.
FY23 significant items were $1.4 million (pre tax).
A$ million
(reported — includes
Significant Items)
FY23
FY24
% change
Revenue
411.8
413.5
+0.4%
EBIT
69.0
64.4
(6.8%)
EBIT Margin (%)
16.8%
15.6%
(1.2ppts)
NPAT
43.2
38.6
(10.4%)
CONTINUED STRONG
CASHFLOW GENERATION
GWA continues to generate strong operating
cashflow, with cashflow from operations
of $101.7 million for FY24 compared to
$99.6 million for the prior year.
The Company continued to adopt a disciplined
approach to working capital management.
This assisted in continued strong cashflow
generation together with improved customer
service delivery.
Cash conversion remains strong with a cash
conversion ratio (cashflow from operations/
normalised EBITDA) of 110% for the year.
Capital expenditure and other investing
activities was $3.0 million for FY24 which
compared to $2.2 million for the prior year.
The Group’s capital expenditure programme
remains focused on growth initiatives to
drive revenue growth opportunities and
cost efficiencies.
FULL YEAR DIVIDEND OF 15.0 CENTS
PER SHARE FULLY FRANKED
The Board declared a final dividend of 8.0 cents
per share, fully-franked, bringing the full-year
dividend to 15.0 cents per share, fully-franked,
up 15% on the prior year.
The record date for entitlement to receive
the final dividend was 23 August 2024 with
the payment date of 6 September 2024. The
full-year dividend represents a payout ratio
of normalised net profit of 87% and reported
profit of 103%.
As part of the Company’s capital management
approach, the Dividend Reinvestment Plan
will not be offered to shareholders for the
final dividend.
Disciplined execution and
focus on profitable volume
delivers improved result.
GWA continued its disciplined focus on
“controlling the controllables” to deliver a solid
financial result in FY24.
While markets remained challenging, GWA
continued to deliver volume growth in Australia
and the UK reflecting the successful execution of
our customer-first and profitable volume growth
strategic priorities.
Despite the significant downturn in the
New Zealand market, GWA delivered a slight
increase in Group revenue.
Our continued strategic, operational and cost
discipline resulted in an increase in Normalised
Group EBIT with a corresponding lift in
Normalised Group EBIT margin.
The Group continued to generate strong
operating cash flow while maintaining its strong
financial position.
As a result, GWA delivered enhanced returns to
shareholders with a 15% increase in the full year
dividend to 15.0 cents per share, fully-franked.
Meanwhile, we continued to achieve strong
momentum in implementing our growth
strategy, including further engagement with
plumbers, the successful launch of new products
and strong improvement in our customer
service metrics.
I am pleased with the Group’s progress over
the year. In addition to delivering an improved
financial result we continue to create a strong
strategic platform for sustainable future growth.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
11
GWA GROUP LIMITED | 2024 ANNUAL REPORT
10
MANAGING DIRECTOR’S
REVIEW OF OPERATIONS
(CONTINUED)
GWA’S FINANCIAL POSITION
REMAINS STRONG
Net debt as at 30 June 2024 was $97.0 million,
17% lower than 30 June 2023 ($117.0 million) and
reflected the reduction in working capital and
improved operating cashflow.
GWA’s credit metrics improved on the prior
year and remain solid. The Company’s gearing
ratio (net debt/net debt plus equity) was
19.9% compared to 23.0% at 30 June 2023, and
leverage ratio (net debt/EBITDA) was 1.2 times
compared to 1.5 times at 30 June 2023.
GWA’s syndicated banking facility comprises a
single three-year multicurrency revolving facility
of $180 million which matures in October 2026.
GWA also maintains a separate $40 million
one-year multi-currency revolving bilateral
facility which matures in October 2024.
This will be reviewed as part of our ongoing
treasury management.
SOLID PROGRESS IN GROWTH STRATEGY
GWA continued to make significant progress
with our strategy during the year with a
continued disciplined execution across
‘Customer First’ and ‘Profitable Volume Growth’.
Our priority focus on ‘Win The Plumber’ is
centred on delivering trusted and valued
services and solutions to plumbers. Plumbers
represent the single biggest opportunity for
GWA to grow volume and share in Australia/
New Zealand and extending reach and
engagement with plumbers therefore represents
a core element of GWA’s growth strategy.
During FY24 we extended our reach with
Australian/NZ plumbers with 25,000 plumbers
signed up and categorised between new build
and maintenance.
We are now also engaged with 18,000 plumbers
in providing technical services.
In addition, we are assisting plumbers
with technical training to help them meet
their continuing professional development
requirements with training conducted for
2,500 plumbers over the year.
We continued to develop solutions to enhance
our customer experience and make it easier
for customers to do business with us. Our
service levels continue to improve with DIFOT in
Australia/New Zealand improving to 91% from
78% previously.
GWA launched a number of new products
during the period with our vitality index
(% of sales from new products) tracking to over
10% for the year.
The business launched the Contura II collection
during the year which has resonated strongly
in the market and is the best performing new
product launch in GWA’s history, in terms
of initial sales.
Other products launched during
the year included:
•
Modular prefabricated frame collection as
part of our scalable bathroom offer;
•
The launch of CleanFlush Urinal technology
and smart connected tapware;
•
The launch of stylish entry level sanitaryware
and baths and affordable commercial
tapware to address changing market needs;
and
•
Continued introduction of Lead free tapware
ranges ahead of market trends.
FY25 OUTLOOK AND PRIORITIES
GWA’s evolving strategy with a continued
focus on ‘Customer First’ and ‘Profitable
Volume Growth’ centring around ‘Win the
Plumber’ provides a strong platform into
FY25 and beyond.
While most of our market segments are facing
headwinds, GWA targets specific market
segments. These include commercial aged
and healthcare, volume home builders, social
and affordable housing/build to rent projects
and maintenance plumbers and commercial
office refurbishment.
GWA monitors key risks to its future prospects
and implements measures to mitigate these
risks, where possible, which are outlined in the
Appendix to this review.
THE GWA TEAM
Over the last 12 months GWA has continued
to deliver against key strategic priorities while
at the same time building and improving
some of the fundamental business processes.
These achievements are only possible with a
committed and aligned team.
I would like to acknowledge and thank my
executives and the entire GWA team for their
support and contribution to building a stronger
GWA and demonstrating our cultural pillars,
being We are One Team, We are Customer
Focused and We Care for Each Other.
Urs B Meyerhans
Managing Director and Chief Executive Officer
APPENDIX — RISK MATERIALITY TABLE
Risk
Monitoring and Mitigation
A significant deterioration in
building activity impacting
sales growth and margins.
GWA monitors building activity and this is factored into the company’s forecasting, annual budget and
planning processes.
Approximately 60% of GWA’s revenue is generated from the Renovation and Replacement segment in
Australia which is the largest segment of the overall market.
GWA’s forward order book for commercial projects remains solid and is growing with several major
projects secured.
In addition, GWA’s corporate strategy incorporates opportunities for GWA to expand beyond current
segments, categories and markets.
A significant movement
in the Australian dollar
impacting the price of
imported products leading to
changes in market pricing to
maintain profitability.
GWA monitors foreign exchange rates closely and adopts appropriate mitigation strategies.
Approximately 62% of US dollar exposure is hedged at US$0.67 for FY25.
GWA’s contracts with major customers include provisions for pricing changes based on significant
movements in the Australian dollar.
Unforeseen disruptions
impacting product supply
from offshore suppliers
leading to reputational
damage, lower sales and loss
of market share.
GWA has exclusive long-term supply partnerships with multiple proven offshore suppliers, many of whom
have diverse capabilities and would be able to assist in the event of any disruption.
GWA’s supply chain processes include dual-sourcing strategies and access to safety stock to mitigate
the risk of supplier disruption. GWA has its own employees located in Asia working directly with its supply
partners and is actively diversifying its regional supply base.
GWA has seen increased ocean freight pricing and volatility in container availability due to changing market
conditions and government policies, armed conflict and extreme weather events. GWA’s business continuity
plans are updated frequently to mitigate these issues.
Security risks around
external threats to the
digital network, IT systems
and data could potentially
result in adverse operational,
financial and reputational
impacts through possible
system failures and security/
cyber breaches.
GWA has established a formal IT security risk and governance framework to mitigate the risks being
faced by GWA.
In FY24 GWA’s cyber strategy was focussed on network security segmentation and uplift, raising
Cyber awareness and risk culture in GWA, Data Loss Prevention and Customer Privacy Information protection.
During FY24 an external third party was engaged to perform Cyber penetration testing, the actions identified
from this exercise are being implemented to strengthen GWA’s cyber security posture.
During FY24 GWA also obtained ISO27001 for the Caroma Smart Command product — ‘Information security,
cybersecurity and privacy protection’ certification.
In addition, GWA carries out disaster recovery and business continuity planning each year to test the
effectiveness of its ability to respond to security and cyber risks. In FY24 this included a tabletop exercise to
test GWA’s business continuity plan in the context of a simulated major safety and cyber incident impacting
warehouse operations.
Workplace health and safety
risks could potentially
result in physical injury to
employees, contractors or
others, or damage to the
Company’s reputation.
Aligned with its Cultural Pillar of “We care for each other”, GWA remains committed to continuous
improvement in workplace health and safety performance.
GWA has implemented comprehensive safety systems and processes, communications with and training of
employees, and increased diligence in identifying and removing safety risks. GWA has also increased its focus
on the management of mental health issues.
Group-wide WHS Operational Risks have been identified and a risk mitigation program is in place with each
risk sponsored by an Executive. All GWA UK, Aust and NZ sites are certified to ISO45001:2018 (occupational
health and safety management system).
Major global event (e.g., war,
pandemic) impacting GWA’s
ability to operate, including
workforce, supply chain and
customer service disruptions.
GWA has comprehensive crisis management and business continuity frameworks in place for dealing with
major global and domestic events.
The frameworks guide GWA’s response to events outside of the control of GWA and are continually reviewed
to ensure they remain effective.
Adverse impact of
environmental or social risks
on the GWA business.
GWA is committed to managing environmental and social risks by embedding ESG principles as a foundation
pillar of the corporate strategy. In addition, GWA has an ESG Steering Committee to oversee the progress and
execution of GWA’s ESG program.
The physical risks of climate change on the GWA business are regularly assessed with risk mitigation and
contingency plans in place. GWA’s supply chain comprises internationally diverse manufacturing hubs,
transport (shipping), storage, distribution and logistics. To mitigate the environmental risks associated
with extreme weather events, GWA has implemented dual-sourcing strategies enabling it to source goods
from multiple locations. GWA also carries on average between 2 and 3 months’ safety stock in GWA’s
geographically diverse distribution centres.
On the social front GWA carries out ongoing ethical sourcing and modern slavery analysis, and has engaged
independent third party providers to complement its existing internal audit program on product suppliers.
GWA believes the overall risk level to be low given the scope and location of GWA’s operations, the maturity of
its supply partner relationships and the diligence applied by GWA to identify and manage risks in the business.
In November 2023, GWA’s latest Modern Slavery Statement was lodged with the Australian Border Force.
Refer to GWA’s ESG Report for further information on GWA’s initiatives supporting broader ESG value creation
opportunities, and risk management of GWA’s environmental and social impacts.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
13
GWA GROUP LIMITED | 2024 ANNUAL REPORT
12
BOARD
OF DIRECTORS
DARRYL MCDONOUGH
BBUS (ACTY), LLB (HONS), SJD, FCPA
Independent Chairman and
Non-Executive Director
•
Expertise: Experienced non-executive
director
•
Special Responsibilities: Chairman of Board
and member of People and Culture and
Audit and Risk Committees
Mr McDonough was appointed Chairman on
31 October 2013. He has more than 35 years’
experience as a director and as a corporate
lawyer. He has served as a director of several
public companies.
JOHN MULCAHY
PHD (CIVIL ENGINEERING), FIE AUST
Independent Deputy Chairman and
Non-Executive Director
•
Expertise: Engineer, banker and experienced
public company director
•
Special Responsibilities: Member of the
People and Culture Committee
Mr Mulcahy was appointed a Non-Executive
Director of GWA Group Limited in 2010 and
Deputy Chairman effective 1 November 2013.
He is a Fellow of the Institute of Engineers and
a Non-Executive Director of ALS Limited, Zurich
Australia Limited and Orix Australia. He is the
former Chairman of Mirvac Group Limited, and
a 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 listed
companies for the time periods noted:
•
ALS Limited since 2012*
•
Mirvac Group Limited from 2009 to 2022.
*denotes current directorship
URS MEYERHANS
FCPA
Managing Director and Chief Executive Officer
Mr Meyerhans was appointed Managing Director
and Chief Executive Officer of GWA Group
Limited on 1 July 2021. He was formerly the
Acting Chief Executive Officer of GWA Group
Limited from 1 March 2021.
Mr Meyerhans has international industry
experience in manufacturing and distribution,
professional services, mining, engineering and
construction in Australia, Europe, USA and
Asia Pacific. Mr Meyerhans served as President
of Tetra Tech Asia Pacific and Chief Executive
Officer of Coffey International Limited (Coffey)
from 2017 to 2020.
Previous roles have included Chief Operating
Officer and Finance Director of Coffey, Finance
Director of Wattyl Limited as well as executive
roles with United Group Limited and WMC
Resources Limited.
Mr Meyerhans is a graduate of the School
of Business Executive Program at Stanford
University, and Fellow of CPA Australia.
BERNADETTE INGLIS
BBUS, MBA, GAICD, INSEAD GRADUATE
Independent Non-Executive Director
•
Expertise: Extensive Commercial
leadership with deep expertise in business
transformation, emerging technologies and
strategy development and execution
•
Special Responsibilities: Chair of the People
and Culture Committee
Ms Inglis was appointed a Non-Executive
Director of GWA Group Limited on 9 November
2022. She is a highly expert executive with
over 20 years’ experience in financial services.
Bernadette has been a successful business
leader in retail banking, wealth management
and insurance, and has held senior executive
roles across core corporate services functions in
national and regional organisations. Bernadette
is currently the Group CEO of NGM Group,
one of Australia’s largest customer-owned,
multi-brand financial institutions. Bernadette
has significant experience delivering business
transformation and growth to drive customer
value, including through emerging technologies,
execution of strategy and fostering partnerships.
Bernadette also brings non-executive
director experience across a broad spectrum,
including arts, education, infrastructure and
charitable foundations.
PATRIA MANN
BEC, FAICD
Independent Non-Executive Director
•
Expertise: Experienced non-executive
director with extensive audit, risk
management and governance experience
•
Special Responsibilities: Chair of Audit and
Risk Committee
Ms Mann was appointed a Non-Executive
Director of GWA Group Limited on 1 January
2023. She has more than 20 years’ board
experience across various sectors. Patria
is currently a non-executive director of
Bega Cheese Limited and GDI Property
Group Limited. She qualified as a Chartered
Accountant and was a former Partner of KPMG.
During the past three years Ms Mann has served
as a director of the following listed companies
for the time periods noted:
•
Bega Cheese Limited since September 2019*
•
GDI Property Group Limited since April 2024*
•
Ridley Corporation Limited from March 2008
to November 2023
•
EVT Limited from October 2013 to
February 2024.
*denotes current directorship
STEPHEN ROCHE
BBUS (FINANCE & BANKING), FAICD
Independent Non-Executive Director
•
Expertise: Experienced non-executive
director with extensive strategy, distribution
and supply chain experience
•
Special Responsibilities: Member of the
Audit and Risk Committee
Mr Roche was appointed a Non-Executive
Director of GWA Group Limited on 28 October
2022. He is an experienced director with ASX
listed enterprises, family companies and not for
profit organisations, and is currently a non-
executive director of Baby Bunting Limited, Myer
Family Investments Pty Ltd and the Adelaide
Football Club. His executive experience includes
Managing Director of Bridgestone Australia &
New Zealand, and Managing Director & CEO of
Australian Pharmaceutical Industries Limited.
During the past three years Mr Roche has served
as a director of the following listed companies
for the time periods noted:
•
Blackmores Limited from September 2021 to
August 2023
•
Baby Bunting Limited since September 2021*
*denotes current directorship
RICHARD THORNTON
CA, BCOM (ACC), LLB (HONS), LLM
Non-Executive Director
•
Expertise: Chartered Accountant with
extensive governance, risk management and
finance experience
•
Special Responsibilities: Member of the
Audit and Risk Committee
Mr Thornton was appointed a Non-Executive
Director of GWA Group Limited in June
2022. Mr Thornton has a rich history with the
Company, having first joined the Company in
2002 and previously serving as the Company
Secretary between 2003 and 2022, and an
Executive Director from 2009 to 2022. 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. He
has extensive leadership, governance and risk
management experience as a longstanding GWA
senior executive.
He is a member of the founding Anderson
family, and is a Director of HGT Investments Pty
Ltd and Great Western Corporation, a diversified
Australian private group.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
15
GWA GROUP LIMITED | 2024 ANNUAL REPORT
14
DIRECTORS’ MEETINGS
The number of directors’ meetings (including meetings
of Board Committees) held during FY24, and the number
of meetings attended by each director is outlined in the
following table:
Director
Board
Audit & Risk
Committee
People
& Culture
Committee
Current
A
B
A
B
A
B
Darryl
McDonough
9
9
4
4
5
5
John Mulcahy
9
9
—
—
5
5
Urs Meyerhans
9
9
—
—
—
—
Bernadette Inglis
9
9
—
—
5
5
Patria Mann
9
9
4
4
—
—
Stephen Roche
9
9
4
4
—
—
Richard Thornton
9
9
4
4
—
—
Former
A
B
A
B
A
B
Jane McKellar1
4
4
—
—
2
2
Notes:
A
Number of meetings held during the time the director held office
during the year including meetings of the non-executive directors only.
B
Number of meetings attended during the period the director was a
member of the Board or relevant Committee.
1
Jane McKellar ceased being a non-executive director of the Company
on 30 October 2023.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year
were the research, design, import and marketing of building
fixtures and fittings to residential and commercial premises,
including sanitaryware, tapware and showers, baths,
intelligent water management solutions, and related kitchen,
bathroom and laundry products/accessories. The Group
distributes, installs, maintains and repairs various products
through a range of distribution and customer channels in
Australia, New Zealand and selected international markets.
There have been no significant changes in the nature of the
activities of the consolidated entity during the financial year.
STATE OF AFFAIRS
There have been no significant changes in the Group’s state
of affairs during the financial year.
OPERATING AND FINANCIAL REVIEW
The Operating and Financial Review for the consolidated
entity during FY24 is provided in the Managing
Director’s Review of Operations, and forms part of this
Directors’ Report.
DIVIDENDS
Dividends paid or declared by the Group to shareholders
since the end of the previous financial year were as follows.
DECLARED AND PAID DURING FY24
Dividends
Cents
per share
Total
Amount
$’000
Franked
Percentage
Payment
Date
Final
2022/23
Ordinary
7.0
18,564
100%
5 September
2023
Interim
2023/24
Ordinary
7.0
18,564
100%
5 March
2024
Dividends declared and paid during the year were fully
franked at the corporate tax rate of 30%.
DETERMINED AFTER END OF FY24
After the balance date the following dividend was determined
by the directors. The dividend has not been provided and
there are no income tax consequences as at 30 June 2024.
Dividends
Cents
per share
Total
Amount
$’000
Franked
Percentage
Payment
Date
Final
2023/24
Ordinary
8.0
21,216
100%
6 September
2024
The financial effect of the final dividend has not been brought
to account in the financial statements for FY24 and will be
recognised in subsequent financial reports.
The record date for the FY24 final dividend is 23 August
2024 and the dividend payment date is 6 September 2024.
The Dividend Reinvestment Plan will not be offered to
shareholders for the final dividend.
EVENTS SUBSEQUENT TO REPORTING DATE
Excepting the dividend declared after the end of FY24, as
described above, there has not arisen in the interval between
the end of the financial year and the date of this report any
item, transaction or event of a material and unusual nature
likely, in the opinion of the directors of the Company, to
affect significantly the operations of the consolidated entity,
the results of those operations or the state of affairs of the
consolidated entity, in future financial years.
The directors present their report on
the consolidated entity consisting of
GWA Group Limited (the Company)
and its controlled entities at the end
of, or during, the financial year ended
30 June 2024 (together, the Group).
DIRECTORS
The following persons were directors of the Company during
the financial year and up to the date of this report, unless
otherwise stated.
Director — current
Position held
Darryl McDonough
Chairman and Independent,
Non-Executive Director
John Mulcahy
Deputy Chairman and Independent,
Non-Executive Director
Urs Meyerhans
Managing Director and
Chief Executive Officer
Bernadette Inglis
Independent, Non-Executive Director
Patria Mann
Independent, Non-Executive Director
Stephen Roche
Independent, Non-Executive Director
Richard Thornton
Non-Executive Director
Director — former
Position held
Jane McKellar
Independent, Non-Executive Director
(until 30 October 2023)
Details of directors’ qualifications, experience, special
responsibilities and other directorships held in the three years
prior to the end of FY24, is outlined in the director profiles in
this Annual Report.
The information referred to in the director profiles forms part
of this Directors’ Report.
DIRECTORS’ REPORT
AS AT 30 JUNE 2024
COMPANY SECRETARY
ERNIE LAGIS
BBus LLB (Hons), LLM, Cert Gov&RiskMgt
Ernie has an extensive career in legal, governance and
company secretariat. Ernie previously led the company
secretariat, legal and insurance functions for the
Asia Pacific operations of Tetra Tech Inc, including
Tetra Tech Coffey. He began his career as a lawyer with
Ashurst (formerly Blake Dawson).
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:
Director
Ordinary Shares1
Darryl McDonough
200,000
John Mulcahy
40,950
Urs Meyerhans2
155,217
Bernadette Inglis
23,500
Patria Mann
10,000
Stephen Roche
70,000
Richard Thornton3
349,561
Total4
849,228
Notes:
1
The number of shares held refers to shares held either directly or
indirectly by the relevant director.
2
As at the date of this report, Urs Meyerhans also holds
1,991,637 Performance Rights. For details of the Performance Rights
held please refer to sections 7.2 and 7.3 of the Remuneration Report.
3
As at the date of this report, and as a former executive director
of the Company until 3 June 2022, Richard Thornton also holds
27,106 Performance Rights. For details of the Performance Rights held
please refer to sections 7.2 and 7.3 of the Remuneration Report.
4
Section 7.3.3 of the Remuneration Report sets out the number of shares
held directly, indirectly, or beneficially by key management personnel
or their related entities at balance date as prescribed in Accounting
Standard AASB 124, this being 1,017,698 shares (2023: 987,232 shares).
GWA GROUP LIMITED | 2024 ANNUAL REPORT
17
GWA GROUP LIMITED | 2024 ANNUAL REPORT
16
REMUNERATION REPORT
INTRODUCTION
The Directors of GWA Group Limited present this
Remuneration Report for the period ended 30 June 2024.
The Remuneration Report outlines the Group’s remuneration
strategy and principles, explains how the Group’s
FY24 performance has driven executive remuneration
outcomes, and provides the details of specific remuneration
arrangements that apply to Key Management Personnel
(KMP) in accordance with section 300A of the Corporations
Act 2001 (Cth) (Corporations Act) and applicable
accounting standards.
Sections 2 to 8 of this Remuneration Report, excluding
Section 7.1.1, have been audited by the Group’s
External Auditor, KPMG.
The structure of the Remuneration Report is outlined below:
1. Message from the People & Culture Committee;
2. Key Management Personnel;
3. Board role in setting remuneration strategy and principles;
4. Relationship between remuneration policy and Group
performance;
5. Description of non-executive director remuneration;
6. Description of executive remuneration;
7. Details of director and executive remuneration; and
8. Key terms of employment contracts.
1.
MESSAGE FROM THE
PEOPLE & CULTURE COMMITTEE (P&CC)
The P&CC had oversight of the performance and
remuneration arrangements of the Managing Director and
the other Executive Leadership Team (ELT) members during
FY24, together with the Group’s remuneration framework
and incentive plans. The P&CC ensures that the financial
reward for executives is aligned with performance and
shareholders’ interests.
The Company is in strong financial health due to the
disciplined focus over the past 2 years on cost management
and operational efficiencies.
The short-term incentive outcomes for the Managing Director
and other ELT members for FY24 were realised despite
depressed markets, due to relentless focus on operational
excellence in the delivery of the Group’s Strategy.
GWA’s remuneration framework provides remuneration
which is fair and equitable to attract, motivate and retain the
talented individuals necessary to deliver the Group’s Strategy,
while aligning the interests of executives and shareholders.
At the centre of the remuneration framework are:
•
challenging financial and non-financial measures to assess
performance and focus executives on key operational and
strategic objectives critical to GWA’s long-term success;
•
incentive plans that align reward for executives to
shareholder wealth creation over the short and
medium term;
•
ability for the Board to exercise its discretion to adjust
or ‘claw back’ executive reward where business and
operational risks have not been adequately managed; and
•
best practice governance in determining remuneration
arrangements and outcomes that are fair and
reasonable taking into consideration community and
shareholder expectations.
LIKELY DEVELOPMENTS
Likely developments and expected results of the operations
of the Group are provided in the Managing Director’s
Review of Operations.
Further information on likely developments and expected
results of the operations of the Group has not been included
in this report because the directors believe it would be likely
to result in unreasonable prejudice to the Group.
ENVIRONMENTAL REGULATIONS
The Group’s operations are not regulated by any significant
environmental regulation under a law of the Commonwealth
or of a State or Territory.
INDEMNIFICATION AND INSURANCE OF
DIRECTORS AND OFFICERS INDEMNIFICATION
The Company’s constitution provides that, to the extent
permitted by the law, every current (and former) director
or secretary of the Group shall be indemnified out of the
assets of the Group against all costs, expenses and liabilities
which result directly or indirectly from facts or circumstances
relating to the person serving (or having served) in their
capacity as director or secretary of the Group, 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 Group or related body corporate.
In accordance with the Company’s constitution, the Company
has entered into a Deed of Indemnity, Insurance and Access
with each of the Company’s directors and company secretary.
No director or officer of the Company has received benefits
under an indemnity from the Company during or since the
end of the financial year.
INSURANCE PREMIUMS
The Company has paid a premium in respect of a contract
insuring current and former directors, company secretaries
and officers of the Company and its subsidiaries against
liability that they may incur as an officer of the Company
or any of its subsidiaries, including liability for costs and
expenses incurred by them in defending civil or criminal
proceedings involving them as such officers, with certain
exceptions. It is a condition of the insurance contract that no
details of the premiums payable or the nature of the liabilities
insured are disclosed.
NON-AUDIT SERVICES
During the year KPMG, the Group’s lead auditor, did not
perform any non-audit services.
The Company may decide to engage KPMG on assignments
additional to their statutory audit duties where their expertise
or experience with the Group is important. The Audit and Risk
Committee Charter requires the Chair of the Committee to
pre-approve any non-audit services.
Additionally, where applicable, the Board will consider the
relevant non-audit services and be satisfied that the provision
of the non-audit services is compatible with the general
standard of independence for auditors imposed by the
Corporations Act 2001 (Cth).
Details of the amounts paid to KPMG and its network firms
for audit and any non-audit services provided during the year
are outlined in Note 21 of the financial statements.
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 FY24.
PROCEEDINGS ON BEHALF OF THE COMPANY
No application has been made under section 237 of the
Corporations Act 2001 (Cth) in respect of the Company,
and there are no proceedings that a person has brought or
intervened in on behalf of the Company under that section.
ROUNDING
The Group is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument
2016/191, relating to the rounding of amounts in the Directors’
Report. Amounts in the Directors’ Report have been rounded
in accordance with that Instrument to the nearest thousand
dollars, unless otherwise stated.
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
19
GWA GROUP LIMITED | 2024 ANNUAL REPORT
18
3.1
GWA’S REMUNERATION
GOVERNANCE FRAMEWORK
2.
KEY MANAGEMENT PERSONNEL (KMP)
KMP are as defined by the Accounting Standard
AASB 124 Related Party Disclosures (AASB 124).
The KMP for FY24 remains consistent with FY23 and is
reflected in the below table.
Table 1: Key Management Personnel (KMP)
Name
Position
Term as KMP
Non-Executive Directors
D McDonough
Chairman and
Non-Executive Director
Full year
J Mulcahy
Deputy Chairman and
Non-Executive Director
Full year
J McKellar
Non-Executive Director
Retired
30 October 2023
R Thornton
Non-Executive Director
Full year
B Inglis
Non-Executive Director
Full year
S Roche
Non-Executive Director
Full year
P Mann
Non-Executive Director
Full year
Executive Director
U Meyerhans
Managing Director and
Chief Executive Officer
Full Year
Other Executive KMP
M Hayes
Group General Manager,
Marketing
Full year
E Lagis
Company Secretary
and General Counsel
Full year
R Patel
Chief Information Officer
Full year
C Norwell
Group General Manager,
Sales — Aust, UK & Asia
Full year
P Oliver
Group General Manager,
People & Performance
Full year
C Scott
Group Chief Financial
Officer
Full year
C Sunaryo
Group General Manager,
Supply Chain &
Innovation
Full year
3.
BOARD ROLE IN SETTING
REMUNERATION STRATEGY
AND PRINCIPLES
The Board has overall responsibility for reviewing, approving,
and monitoring GWA’s remuneration strategy and outcomes
including for directors and executives. The strategy is
designed to provide remuneration that is competitive and
equitable and is designed to attract, motivate, and retain
directors and executives with the experience, knowledge,
skills, and commitment required for success.
The Board delegates some aspects of the review and
monitoring process to the People & Culture Committee.
The charter for the People & Culture Committee is available
on the Company’s website at www.gwagroup.com under
Corporate Governance Policies.
DIRECTORS’ REPORT (CONTINUED)
GWA BOARD
• Overall responsibility for the remuneration strategy
and outcomes for the Group;
• Reviews and, as appropriate, approves
recommendations from the People & Culture
Committee.
REMUNERATION PRINCIPLES
• Align and contribute to GWA’s key strategic
business objectives and desired business outcomes;
• Align executive remuneration with the interests
of security holders;
• Assist GWA in attracting executives and
retaining the best talent required to execute the
business strategy;
• Support GWA’s performance based culture against
business plans and shareholder returns; and
• Be fair, competitive and easy to understand.
WITH ADVICE FROM:
BASED ON:
PEOPLE & CULTURE COMMITTEE
Review of the:
• Group’s executive remuneration and incentive policies
and schemes;
• Remuneration framework for non-executive directors;
• MD’s and executives’ remuneration packages and
performance objectives;
• Evaluation of MD’s performance;
• MD’s and other executives development plans;
• Group’s recruitment, retention and termination
policies and procedures;
• Group’s superannuation arrangements;
• Diversity policy and assessing progress against
objectives.
INDEPENDENT EXTERNAL ADVISERS
• Provides independent advice, information and
recommendations relevant to remuneration decisions;
• The People & Culture Committee receives information
from independent external advisers related to
remuneration market benchmark data and analysis for
the annual executive fixed remuneration review;
• There were no remuneration recommendations
received from the external adviser during the year.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
21
GWA GROUP LIMITED | 2024 ANNUAL REPORT
20
3.3
FY24 EXECUTIVE FIXED REMUNERATION
There were the following Executive Remuneration changes through the year.
The change to the Group General Manager People & Performance in August 2023 was an internal relativity adjustment.
In October 2023 GWA engaged Guerdon Associates to conduct an external Executive Remuneration benchmarking exercise.
Following receipt of the report the following fixed remuneration changes were implemented. There was no change to the CEO
fixed remuneration in FY24.
KMP
Name
Fixed
Remuneration
1 July 2023
Fixed
Remuneration change
1 August 2023
Fixed
Remuneration change
1 January 2024
Chief Financial Officer
Calin Scott
$520,000
—
$550,000
Group General Manager Sales
Craig Norwell
$465,000
—
$512,000
Group General Manager
Supply & Innovation
Caroline Sunaryo
$420,000
—
$465,000
Group General Manager Marketing
Melissa Hayes
$400,000
—
$410,000
Group General Manager
People & Performance
Patricia Oliver
$390,000
$400,000
$410,000
4
RELATIONSHIP BETWEEN
REMUNERATION POLICY AND
GROUP PERFORMANCE
Remuneration is linked to performance by:
•
Applying challenging financial and non-financial measures
to assess performance;
•
Ensuring that these measures focus executives on
strategic and operational business objectives that
create shareholder value while balancing short-term and
medium/longer term shareholder value creation.
GWA measures performance on the following key
corporate measures:
•
Earnings Before Interest and Tax (EBIT);
•
Total Shareholder Return (TSR); and
•
Earnings Per Share (EPS) growth.
The Board has the discretion to normalise the EBIT and EPS
measures where they are unduly distorted by significant
or abnormal events, to ensure that the measures reflect
underlying trading performance. Examples include the
impact of restructuring costs or other non-recurring expenses
or income, to ensure management is not discouraged
from undertaking initiatives in the long-term interests
of shareholders.
The EBIT for FY24 was normalised by $9.7m as
detailed below.
In line with the Group’s announcement to the ASX in June
2024, the total Group significant items were $9.7m (pre-tax)
which comprises $1.3m relating to UK entity’s Enterprise
Resource Planning implementation, $2.2m relating to
enhancement of the Group digital platforms, $1.7m relating
to New Zealand restructure costs and $4.5m of New Zealand
related inventory provision.
Remuneration for all executives varies with performance
on the key EBIT, EPS and TSR measures together with
achievement of their measurable individual KPI objectives,
which underpin delivery of the financial outcomes, and are
linked to the Group’s performance review process.
The Total Shareholder Return (TSR) hurdle for the
FY21 LTI grant was not met, accordingly those
performance rights lapsed.
The following is a summary of key statistics for the Group
over the last five years:
Financial
Year
EBIT(a)
($m)
EPS(a)
(cents)
Total
DPS
(cents)
Share
Price
(30 June)
($)
Market
Capitalisation
(30 June)
($m)
2019/20(b)(c)
71.8
17.0
11.5
2.77
731.1
2020/21(b)(c)
68.5
16.0
12.5
2.77
734.6
2021/22(b)(c)
74.8
17.8
15.0
1.97
522.5
2022/23(b)
70.5
16.6
13.0
1.75
464.1
2023/24(b)
74.2
17.2
15.0
2.42
641.8
Notes:
(a) Excludes significant items.
(b) FY19 to FY24 includes the results of Methven Limited from the date of
acquisition (10 April 2019).
(c) FY20 to FY22 performance was negatively impacted by
COVID-19 resulting in business interruption from lockdown restrictions
in various geographies and challenging market conditions.
The remuneration and incentive framework are designed
to focus executives on sustaining short-term operating
performance coupled with investment in long-term strategic
growth in the markets in which the business operates. The
Group’s Normalised EBIT was up 5.4% year on year despite
challenging market conditions, in particular the residential
repair and renovation segment. This result was achieved
due to disciplined execution of the Group’s strategy
by the Executive.
3.2
FY24 EXECUTIVE REMUNERATION
3.2.1
FY24 Managing Director variable
remuneration structure
Remuneration specialists Guerdon Associates were engaged
in October 2023 to conduct a market review of the structure
of GWA’s executive remuneration framework to ensure
it provided sufficient incentive to align with shareholder
value creation. The review concluded GWA’s executive
remuneration was below relevant benchmarks, with incentives
being more heavily weighted to longer term performance.
Following this review, the Board announced to the market
in February 2024 the following changes to the executive
remuneration structure, effective for the entire FY24.
The FY24 incentives structure for the Managing Director is
provided in the following table:
Managing
Director
Maximum STI
as % of fixed
remuneration
Maximum LTI
as % of fixed
remuneration
(grant date
fair value)
Maximum total
performance
pay as %
of fixed
remuneration
FY24
100%
150%
250%
The FY24 STI components for the Managing Director is
provided in the following table:
Managing
Director
Financial
Targets1
as maximum %
of fixed
remuneration
Critical
Non-Financial
KPIs2
as maximum %
of fixed
remuneration
Maximum STI
as %
of fixed
remuneration
FY24
75%
25%
100%
Note:
1
Following the achievement of the STI financial targets, 30% of the
financial component will be deferred until the Board approves the
FY25 audited financial statements to verify the integrity of achieving
the results.
2
Critical non-financial KPIs have been established for the Managing
Director at the beginning of each year covering key areas such as
health and safety, customer first, profitable volume growth, employee
engagement, ESG roadmap deliverables and strategy achievement.
3.2.2
FY24 Member of Executive team variable
remuneration structure
The FY24 incentives structure for members of the executive
team is provided in the following table:
Other
Executives
Maximum STI
as % of fixed
remuneration
Maximum LTI
as % of fixed
remuneration
(grant date
fair value)
Maximum total
performance
pay as %
of fixed
remuneration
FY24
50%
60%
110%
The FY24 STI components for the executive team is provided
in the following table:
Other
Executives
Financial
Targets1
as maximum %
of fixed
remuneration
Critical
Non-Financial
KPIs2
as maximum %
of fixed
remuneration
Maximum STI
as %
of fixed
remuneration
FY24
37.5%
12.5%
50%
Note:
1
Following the achievement of the STI financial targets, 30% of the
financial component will be deferred until the Board approves the
FY25 audited financial statements to verify the integrity of achieving
the results.
2
Critical non-financial KPIs have been established for the other
executives at the beginning of each year covering key areas such as
health and safety, customer first, profitable volume growth, employee
engagement, ESG roadmap deliverables and overall
strategy achievement.
3.2.3
FY24 Short-Term Incentive Plan Targets
The Board maintained the Short-Term Incentive (STI) financial
targets for FY24 under the STI plan of Earnings Before
Interest and Tax (EBIT) as the single financial target. In the
view of the Board, EBIT is an effective basis for STI financial
targets as it is a key business metric and aligned with the
Group’s Strategy.
The Board has the discretion to normalise the EBIT measure
where it is unduly distorted by significant or abnormal
events, to ensure that the measure reflects underlying
trading performance. Any adjustments to normalise the
EBIT measure, and the reasons for any adjustments,
will be disclosed.
STI payments for non-financial KPIs will be at the Board
discretion if the financial threshold is not met. 30% of the
payment applicable to achievement of the financial target is
deferred until the Board approves the FY25 audited financial
statements to verify the integrity of achieving the results.
3.2.4 FY24 Long-Term Incentive Plan Targets
Consistent with FY23 the two FY24 measures of relative
TSR and EPS were in place.
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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GWA GROUP LIMITED | 2024 ANNUAL REPORT
22
6.1.1
GWA’s Executive Remuneration Structure for FY24
The Group remains in a strong financial position. FY25 is
expected to be a challenging year with a forecast decline
across all of GWA’s end markets, however the Executive
Team have developed strategies to specifically target market
segments that will provide maximum return to shareholders.
The earnings performance for FY24 enabled the Board to
pay a full year fully franked dividend of 15 cents per share for
FY24 representing a dividend pay-out ratio of reported profit
of 103% and normalised profit of 87%.
The Group has continued its progress in FY24 against its
strategic objectives to enhance the operating performance
of the business and to maximise returns to shareholders over
time. The progress against the strategy is outlined in the
Managing Director’s Review of Operations.
The successful execution of the Group’s strategy was
included in executives’ measurable individual goals and
reflected in the financial performance targets under the
STI and LTI plans for FY24; refer sections 6.3 Short-Term
Incentive and 6.4 Long-Term Incentive.
The remuneration and incentive framework focused
executives on proactively responding appropriately to market
conditions in FY24 which saw a significant slowdown in
residential repair and renovation activity as a consequence
of consecutive interest rate increases by Central Banks in the
markets in which we operate. It has encouraged management
to respond quickly and make medium term decisions to
sustain competitiveness, ensuring that the Group is well
placed to maximise returns through the market cycle.
5
DESCRIPTION OF NON-EXECUTIVE
DIRECTOR REMUNERATION
Fees for non-executive directors are fixed and are not linked
to the financial performance of the Group to ensure that non-
executive directors maintain their independence.
At the 2018 Annual General Meeting, shareholders approved
an increase in non-executive director fees to an annual
maximum aggregate amount of $1,350,000 including
statutory superannuation. This increase was to allow for new
director appointments over time in accordance with the
Board succession plans.
The actual fees paid to the non-executive directors are
outlined in the Remuneration Tables in section 7.1 and are
based on the following:
•
Board Chair $280,000 (including superannuation);
•
Other non-executive directors $120,000
(including superannuation); and
•
Committee Chair an additional $10,000
(including superannuation).
There have been no changes to these amounts since FY16.
Non-executive director remuneration comprises base fees
and statutory superannuation, plus an additional fee for
chairing a Board Committee (where applicable).
The payment of committee fees recognises the additional
time commitment required by a chair of a Board committee.
Non-executive directors are not eligible to participate in the
executive incentive schemes.
The People & Culture Committee, from time to time, 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 Group matters.
Retirement benefits other than statutory superannuation are
not available for non-executive directors.
The Board does not require its non-executive directors to
hold GWA shares, however the holding of shares is actively
encouraged. For details of the non-executive director
shareholdings, please refer to section 7.3.3.
6
DESCRIPTION OF EXECUTIVE
REMUNERATION
6.1
EXECUTIVE REMUNERATION STRUCTURE
Executive remuneration has a fixed component and a
component that varies with performance. The variable
component comprises a short-term incentive (STI) plan
which provides rewards for performance over a 1-year period,
and a long-term incentive (LTI) plan which provides rewards
for performance over a 3-year period. The maximum total
remuneration that can be provided to an executive is capped,
with incentive payments expressed as a percentage of total
fixed remuneration. Total fixed remuneration for the
purposes of incentives includes superannuation and
non-monetary benefits.
The remuneration structure implemented for executives,
including the Managing Director, recognises the
short-term challenges posed by operating in the cyclical
housing industry, ability to sustain competitiveness, deliver
value and growth in mature markets and maintain operating
cash flows for dividends.
DIRECTORS’ REPORT (CONTINUED)
The Board is of the view that EBIT is an effective basis for
STI financial targets as it is a key business metric aligned with
the Group’s strategy.
6.1.2
Managing Director and other executives’
remuneration mix for FY24
The components of remuneration for the Managing Director
and other Executives for FY24 are provided in the following
table. Please note that the variable remuneration mix for
the Managing Director and other executives’ changed for
FY24 due to changes in the STI and LTI plans.
FY24 Managing Director Remuneration Mix
FY24 Executives’ Remuneration Mix2
Fixed
STI (cash)1
STI (deferred)1
LTI1
Note:
1
STI and LTI are based on 100% vesting.
2
Includes the average remuneration Executives’ excluding the
Managing Director.
22%
6%
43%
Performance dependent
29%
19%
5%
29%
Performance dependent
47%
6.1.3
FY24 Managing Director variable
remuneration structure
The FY24 incentives structure for the Managing Director is
provided in the following table:
Managing
Director
Maximum STI
as % of fixed
remuneration
Maximum LTI
as % of fixed
remuneration
(grant date
fair value)
Maximum total
performance
pay as %
of fixed
remuneration
FY24
100%
150%
250%
The FY24 STI components for the Managing Director are
provided in the following table:
Managing
Director
Financial
Targets
as maximum %
of fixed
remuneration
Individual
Goals
as maximum %
of fixed
remuneration
Maximum STI
as %
of fixed
remuneration
FY24
75%
25%
100%
Objective
Attract and retain
best talent
Fixed
Reward current year
performance
Variable (at risk)
Reward long-term
performance
Remuneration
Components
Fixed Remuneration
Short Term
Incentive (STI)
Long Term
Incentive (LTI)
Delivery
•
Base Salary
•
Non-monetary benefits
•
Superannuation
•
Annual cash payment
subject to performance
•
Portion deferred for
one year and paid
in cash
•
Annual grant of
Performance Rights
vesting after three years
subject to performance
FY24 Approach
•
Fixed remuneration
target is set at the
median of benchmark
companies of similar
size and operational
scope
STI performance
measures (at maximum):
•
Gateway: EBIT measure
•
Financial targets
(75%) EBIT
•
Individual targets
(25%) measurable
personal KPI’s
LTI performance measure:
•
3 year performance
period
•
2 Performance hurdles:
Relative TSR (50%)
EPS (50%)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
25
GWA GROUP LIMITED | 2024 ANNUAL REPORT
24
The Board retains the right to vary from policy if required.
However, any variation from policy and the reasons for it will
be disclosed. There was no variation from policy in setting the
STI financial performance targets for FY24.
6.3.2.1.1 FY24 STI Financial Performance Outcomes
Despite the ongoing depressed market conditions throughout
FY24, through disciplined execution of the strategy the
business delivered operational outcomes that exceeded the
financial targets, hence STI payment relating to the financial
outcomes was triggered.
6.3.2.2 Individual Goals
The individual goals set for each executive include targets
of key milestones to improve or consolidate the Group or
business unit’s strategic position. The individual goals vary
with the individual’s role, risks, and opportunities, and are
aligned with the Group’s Strategy and corporate priorities.
Achievement of individual goals accounts for a maximum
of 25% for the Managing Director and 12.5% of the other
executives’ fixed remuneration.
Strict criteria have been established by the People & Culture
Committee for the setting of individual goals for them to be
approved. The goals can be drawn from a number of strategic
priorities specific to individual roles but must be specific,
measurable, aligned, realistic and time based.
Individual goals include both measurable financial and
business improvement goals. The measurable financial goals
are financial outcomes which the individual aims to achieve
through their effort and that of their team and influence on
the wider business. Examples may include achieving working
capital reductions, sales/margin targets or cost reduction
targets. The measurable business improvement goals are
outcomes which drive sustainable business improvement, and
which may or may not have an immediate financial outcome
but will improve the business in the short to medium term.
Examples may include improved safety and environmental
performance, enhancing sustainability, delivering customer
first improvements, delivering productivity improvements or
implementing a significant change or strategic initiative.
Assessment of the individual goals STI component is
determined following a formal performance review process
for each executive. The performance reviews for executives
are conducted semi- annually by the Managing Director with
the annual outcomes reviewed and approved by the Board.
The individual goals for executives for the following year are
reviewed and approved by the Board.
The Managing Director’s performance review is conducted
semi-annually by the Chairman following input from the
Board and with the outcomes reviewed and approved
by the Board. An assessment of key performance goals
subject to STI incentive payments for FY24 is provided in
section 6.3.2.2.1.
The inclusion of individual goals in the remuneration structure
ensures that executives can be recognised for improved
business performance, including periods where troughs
in the housing industry cycle mean financial performance
is consequently weaker across the sector. The reward for
achievement of individual goals provides specific focus on
responding to changes in the economic cycle, as well as on
continuous performance improvement.
6.1.4
FY24 Other Executives’ variable
remuneration structure
The FY24 incentives structure for other executives is provided
in the following table:
Other
Executives
Maximum STI
as % of fixed
remuneration
Maximum LTI
as % of fixed
remuneration
(grant date
fair value)
Maximum total
performance
pay as %
of fixed
remuneration
FY24
50%
60%
110%
The FY24 STI components for other executives are provided
in the following table:
Other
Executives
Financial
Targets
as maximum %
of fixed
remuneration
Individual
Goals
as maximum %
of fixed
remuneration
Maximum STI
as %
of fixed
remuneration
FY24
37.5%
12.5%
50%
6.2
FIXED REMUNERATION
Fixed remuneration is the sum of base salary, non-monetary
benefits, and superannuation. The level of fixed remuneration
is set:
•
to retain proven performers with the relevant and required
executive experience and competence;
•
to attract external recruits with depth and breadth of
expertise usually acquired while working with larger
companies;
•
in recognition of the short-term challenges posed
by cyclical factors and the required focus on
long-term growth.
The Board targets the setting of fixed remuneration for
executives at the median or higher if warranted by superior
performance and relative to companies of comparable size
and operational scope to GWA. The comparator companies
are primarily from the Consumer Discretionary, Industrial and
Material sectors.
6.3
SHORT-TERM INCENTIVE (STI)
6.3.1
STI overview
The STI plan provides for an annual payment that varies
with performance measured over the Group’s financial year
to 30 June 2024. The STI is aligned to shareholder interests
as executives will only become entitled to most payments
if financial targets are achieved, with maximum incentive
payments above the target level linked directly to shareholder
value creation. As noted in section 6.1, the maximum STI that
can be earned is capped.
Financial gateways are in place to ensure a minimum level
of financial performance is achieved before any financial STI
payments are awarded to executives. If the gateway has not
been achieved, then the executives are not eligible for an
STI payment related to financials. The Board has absolute
discretion in exercising any power or discretion concerning
the STI and any payments accordingly made as they relate
to the Executive.
The STI payment is made in cash after finalisation of the
annual audited financial statements. 30% of the financial
component of the STI is deferred for executives that achieve
their STI financial targets. The deferred component is subject
to further testing by the Board to confirm the integrity of the
achievement of the STI financial targets following finalisation
of the following year’s audited financial statements. If the
Board is satisfied, the deferred component will be paid to
executives together with nominal interest at market rates.
However, if the Board is not satisfied the deferred component
will be subject to forfeiture.
6.3.2
STI performance requirements
6.3.2.1 Financial Performance Targets
For FY24, STI financial performance target is based on
Earnings Before Interest and Tax (EBIT) as determined by
the Board. The use of EBIT as the sole basis of STI financial
targets is aimed at ensuring executives are accountable for
delivering profit improvements. The Board is of the view that
EBIT is an effective basis for STI financial targets as it is a key
business metric and aligned with the Group’s strategy.
The ‘gateway’ and ‘maximum’ STI financial targets are
determined by the Board at the beginning of the financial
year following approval of the budget by the Board.
The budget performance levels are taken into consideration
in setting the financial targets, however different targets
may be set (either higher or lower than budget) that ensure
management is motivated while reflecting the degree of
difficulty in achieving the budget. Performance between
the ‘gateway’ and ‘maximum’ levels is rewarded on a
straight-line basis.
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
27
GWA GROUP LIMITED | 2024 ANNUAL REPORT
26
6.4
LONG-TERM INCENTIVE (LTI)
6.4.1
LTI overview two hurdles — TSR and EPS for FY24
Executives participate in a LTI plan. This is an
equity-based plan that provides a reward that varies with
Group performance over three-year periods. Three years is
defined to be the maximum time period over which financial
projections and detailed business plans can reasonably
be made and reflects what the Board considers to be a
reasonable period to require and test the sustainability of
earnings accretion from investments and given the nature
of the business.
The LTI is provided as Performance Rights, with each right
entitling the holder to an ordinary share in the Group, subject
to meeting financial performance hurdles and remaining
in employment until the nominated vesting date, unless
otherwise approved by the Board.
If the vesting conditions and performance hurdles are
achieved, the participants may exercise the Performance
Rights at no cost before their expiry seven years after the
grant date. Until that time, the participants have no right
to dividends or voting rights on unvested Performance
Rights. If the performance hurdles are not met, then the
Performance Rights are cancelled. The LTI plan rules do not
allow for re-testing of the performance hurdles after the initial
performance period.
The performance hurdles for the LTI are selected by the
Board. For the FY24 LTI grant, the basis of the grants
of Performance Rights to executives is subject to two
performance measure being:
•
Total Shareholder Return (TSR) which is a relative
performance requirement. TSR is a key measure on which
the Group’s strategic plan is focused and ensures LTI
rewards are contingent on this measure is consistent with
the Board’s approved strategy.
•
Earnings Per Share (EPS) growth (CAGR over 3-year
performance period).
For the FY24 LTI grant, a participant may not dispose of the
ordinary shares issued under the LTI until Board approval
has been obtained and the shares are subject to a holding
lock upon issue. This was to ensure that executives retain
a suitable shareholding in the Group. 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 Group, relevant policies and regulations, the extent of
the executive’s Group shareholdings as a multiple of fixed
remuneration, and such other factors as it considers relevant
to the application. No applications from participants to
dispose of the shares were received by the Board in FY24.
In accordance with the LTI plan rules, the executives are
prohibited from entering into hedging transactions or
arrangements which reduce or limit the economic risk of
holding unvested Performance Rights.
In the event of a change of control, the Board will determine
at its discretion the extent to which outstanding Performance
Rights granted to executives will vest and be exercised into
ordinary shares. In exercising its discretion, the Board will
consider whether the vesting conditions are unlikely to be
satisfied and the outstanding Performance Rights cancelled.
If the Board makes the decision that not all outstanding
Performance Rights will vest on a change of control, then all
remaining Performance Rights will be cancelled.
For the FY24 LTI grant, the proportion of Performance Rights
that can vest will be calculated when the shares vest in
August 2026 subject to achieving the performance hurdle.
If the performance hurdle is not met the Performance Rights
will be cancelled.
The ‘claw back’ provisions under the LTI plan enable the
Board to reduce or ‘claw back’ benefits under the LTI
(including unvested Performance Rights, shares, proceeds
of shares or cash amounts) if the Board considers that
action is justified in the circumstance. This includes where
an executive has committed an act of fraud, defalcation, or
gross misconduct.
The maximum number of outstanding Performance Rights
granted to executives must not exceed 5% of the total
number of shares on issue by the Group. The total number
of outstanding Performance Rights granted to executives as
at 30 June 2024 was 4,301,772 which represents 1.6% of the
Group’s total issued shares.
6.4.2 LTI performance requirements
6.4.2.1 TSR hurdle
The TSR hurdle and the proportion of performance rights to
vest if the TSR hurdle is met are summarised below:
TSR of GWA Group Limited
relative to TSR of
Comparator Companies
Proportion of
Performance Rights to vest
if TSR hurdle is met
Less than the 50th percentile
0%
50% percentile
25%
Between 50% and
75% percentile
Straight line vesting
between 25% and 100%
75th percentile or higher
100%
6.3.2.2.1 Key Performance Goals and Outcomes
An assessment of key performance goals and financial targets subject to STI incentive payments for FY24 is provided in the
following table:
FY24 Goals
Performance
Assessment
Individual Objectives
Achieve leading workplace
health and safety (WHS)
performance
Measures:
Safety culture and initiatives
Leading safety measures
(worker insights, safety
interactions, site inspections,
actions closed)
During FY24 the Group continued its progress implementing the WHS
strategy. This strategy focuses on fostering a safety culture through strong
leadership at all levels, ongoing coaching, structured training and embedding
of reporting through reward and recognition programs as well as risk
identification and reduction programs. The Groups Safety Management
System is regularly audited internally for continuous improvement and remains
ISO 45001 certified. The Group has exceeded the target set in relation to
reporting of Worker Insights achieving a 1,707 insights per million hours
against set target of 1,550 and continues to support the health, safety, and
psychological wellbeing of staff through its well-established programs and
practices around WHS risk reduction, flexible work, wellbeing support, Mental
Health First Aid, Training and other support and referral programs.
Above
target
To continue to build on the
capabilities of the Executive
team and GWA staff by
implementing specific learning
and development programs
across the company
Individual development programs for members of the ELT have been
developed and implemented. Corporate Learning and Development plans have
been developed and bespoke programs deployed aligned with our Leadership
Competency framework at Senior Leader, frontline Leader and Self-Leadership
levels. The Group developed several functional skill-build interventions
including a Customer Service Training Accreditation program across ANZ.
On target
Deliver on specific strategic
initiatives and key projects
Strong progress has been made across a number of key projects.
Customer First
•
DIFOT (delivery in full and on time) has improved to 90% across ANZ
market.
•
Transactional NPS (Net Promotor Scores) improved to 50+ in the course of
FY24.
Win the Plumber
•
Achieved registration of 25,000 plumbers during FY24
•
Delivered 20,000 technical transactions in FY24.
Innovation through Design and Partnership
•
NPD (new product development) speed to market improved by 5 months
Digital
•
Achieved ISO27001 security certification for Caroma Smart Command.
Above
target
ESG — Implementation of
the ESG roadmap with
measurable targets
Successfully developed and delivered GWA’s inaugural ESG Report.
On target
Financial targets
STI financial performance targets
Measures:
EBIT financial gateway
Despite the challenging market conditions, managements proactive approach
to profitable volume growth and disciplined cost approach led the Managing
Director and other executives to exceed the financial gateway hurdles and
were therefore eligible for STI payments (both financial and individual goals)
for FY24 (refer section 6.3.2.1.1). A disciplined working capital approach
enabling a full dividend of 15c/share to be paid to shareholders.
Above
target
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
29
GWA GROUP LIMITED | 2024 ANNUAL REPORT
28
Short-term
Long-term
Post-
employment
Salary & Fees
Non-Monetary
STI Bonus
STI Bonus —
Deferred
Value of Share-
Based Awards
Long Service
Leave
Superannuation
Benefits
Termination
Benefits
Total
Proportion of
remuneration
performance based
STI Bonus
vested in year
STI Bonus
forfeited in year
$(a)
$(c)
$(b)(h)
$(b)
$(d)
$(k)
$
$
$
%(i)
%
%
Non-Executive Directors(f)
D McDonough,
Chairman
2024
280,000
—
—
—
—
—
—
—
280,000
—
—
—
2023
273,677
—
—
—
—
—
6,323
—
280,000
—
—
—
J Mulcahy,
Deputy Chairman
2024
106,800
—
—
—
—
—
13,200
—
120,000
—
—
—
2023
116,350
—
—
—
—
—
13,650
—
130,000
—
—
—
A Barrass,
Non-Executive
Director (retired
28 October 2022)(m)
2024
—
—
—
—
—
—
—
—
—
—
—
—
2023
53,700
—
—
—
—
—
6,300
—
60,000
—
—
—
S Goddard,
Non-Executive
Director (retired
30 June 2023)
2024
—
—
—
—
—
—
—
—
—
—
—
—
2023
116,350
—
—
—
—
—
13,650
—
130,000
—
—
—
B, Inglis, Non-Executive
Director (appointed
9 November 2022)
2024
115,700
—
—
—
—
—
14,300
—
130,000
—
—
—
2023
69,259
—
—
—
—
—
8,125
—
77,384
—
—
—
P Mann, Non-Executive
Director (appointed
1 January 2023)
2024
115,700
—
—
—
—
—
14,300
—
130,000
—
—
—
2023
55,192
—
—
—
—
—
6,475
—
61,667
—
—
—
J McKellar,
Non-Executive
Director (retired
30 October 2023)
2024
35,600
—
—
—
—
—
4,400
—
40,000
—
—
—
2023
107,400
—
—
—
—
—
12,600
—
120,000
—
—
—
S Roche, Non-Executive
Director (appointed
28 October 2022)
2024
106,800
—
—
—
—
—
13,200
—
120,000
—
—
—
2023
72,426
—
—
—
—
—
8,497
—
80,923
—
—
—
R Thornton,
Non-Executive Director(j)
2024
106,800
—
—
—
—
—
13,200
—
120,000
—
—
—
2023
107,400
—
—
—
(70,678)
—
12,600
—
49,322
—
—
—
Total —
Non-Executive
Directors
2024
867,400
—
—
—
—
—
72,600
—
940,000
2023
971,754
—
—
—
(70,678)
—
88,220
—
989,296
Executive Directors
U Meyerhans,
Managing Director
and Chief Executive
Officer(e)
2024
945,577
2,962 775,000 225,000
532,815
—
27,500
— 2,508,854
61
100
—
2023
1,007,115
2,528
—
—
383,033
—
27,500
—
1,420,176
27
—
100
Total — Directors
remuneration(l)
2024
1,812,977
2,962 775,000 225,000
532,815
—
100,100
— 3,448,854
2023
1,978,869
2,528
—
—
312,355
—
115,720
— 2,409,472
The group of comparator companies for the TSR hurdle
includes a bespoke group of sixteen domestic ASX listed
companies exposed to similar economic, market, and/or
financial factors.
GWA and the comparator companies operate in different
sectors (e.g., Industrial, Material, Consumer Discretionary)
and the choosing of one sector or industry does not provide
a comprehensive list of related companies. To ensure an
adequate number of comparator companies is included for
the TSR hurdle, the Board has selected companies outside
the building supplies and construction materials industry, but
subject to similar external influences.
The chosen peer group (16 in total) for the FY24 LTI grant
is as follows (changed from 19 in FY23 due to suspension
of ADBRI Limited, Boral Limited and CSR Limited prior
to 30 June 2024, and their subsequent delisting from
ASX): James Hardie Industries PLC, Fletcher Building Ltd,
Brickworks Ltd, Super Retail Group Ltd, ARB Corp Ltd,
Bapcor Ltd, Breville Group Ltd, Amotiv Ltd, Cedar Woods
Properties Ltd, Decmil Group Ltd, Simonds Group Ltd,
Fleetwood Ltd, Accent Group Ltd, Pact Group Holdings Ltd,
Reece Ltd, Wagner Company Ltd.
The Board has discretion to adjust the comparator group
to take into account events including, but not limited to,
takeovers, mergers, de-mergers and similar transactions
that might occur over the performance period. The Board
reviews the comparator group on an annual basis to ensure
they remain relevant and to ensure potential new peers are
considered for inclusion.
6.4.2.2 EPS hurdle
For the FY24 LTI grant, 50% of the performance rights were
subject to an EPS hurdle (50% subject to TSR as per 6.4.2.1).
The performance hurdles and vesting proportions for the EPS
performance measure that applies to the FY24 LTI grant is
outlined in the following table:
GWA Group Limited
EPS growth over three-year
performance period
Proportion of
Performance Rights to Vest
if EPS hurdle is met
EPS less than 5% per annum
0%
EPS equal to 5% per annum
25%
EPS between 5% and 10%
per annum
Straight line vesting
between 25% and 100%
EPS equal to 10% or higher
per annum
100%
The EPS performance hurdle is calculated by reference to
the Group’s audited accounts. The EPS hurdle is calculated in
accordance with the Accounting Standards.
The Board has discretion to make reasonable adjustments
to the profit component of the calculation where it is unduly
distorted by significant or abnormal events, and in order to
ensure that it reflects underlying trading performance. The
use of any discretion and the reasons for it will be disclosed.
7
DETAILS OF DIRECTOR AND
EXECUTIVE REMUNERATION
7.1
REMUNERATION TABLES
Details of the nature and amount of each element of
remuneration for each director of the Group and other key
management personnel (KMP) for the year ended 30 June
2024 are provided in the following Remuneration Tables.
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
31
GWA GROUP LIMITED | 2024 ANNUAL REPORT
30
Notes to the Remuneration Tables:
(a) Salary and fees represent base salary and includes the movement in annual leave provision.
(b) Despite the challenging market conditions, particularly in H2, offset by disciplined execution of
customer first and profitable volume growth initiatives, the Managing Director and other executives
met the financial gateway hurdles and were therefore eligible for STI payments (both financial and
individual goals) for FY24. Refer to Section 6.3.1 for details on the deferred STI component.
(c) The short-term non-monetary benefits include insurance and other minor benefits including any
applicable fringe benefits tax.
(d) The Long-Term Incentive (LTI) plan was approved by shareholders at the 2008 Annual General
Meeting. The outstanding Performance Rights as at 30 June 2024 were granted to executives in
FY22, FY23 and FY24 (as applicable) and are subject to vesting conditions and the achievement
of specified performance hurdles over the three year performance periods. The fair values of the
Performance Rights granted in FY22, FY23 and FY24 were calculated using Black Scholes Model
(ROFE and 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 specified
performance hurdles are not achieved, then no benefits will be received by the executives under
the LTI plan, and the Performance Rights are cancelled. During FY24, 0% of the Performance Rights
granted to executives in respect of the FY21 LTI grant vested, and the reversal is included in the table
above where applicable if the service condition related to the FY21 LTI grant was not satisfied.
(e) For details of Mr. Urs Meyerhans’ remuneration arrangements as Managing Director, please refer to
section 8.1.
(f) Non-executive director remuneration has remained frozen since FY16 (excluding the pay reduction of
20% during Q4 FY20 to assist in managing costs during COVID-19). The total non-executive director
remuneration is within the annual aggregate maximum amount approved by shareholders.
For details of non-executive director remuneration, please refer to section 5.
(g) For the actual remuneration received by the executives for FY24, please refer to the table in
section 7.1.1.
(h) Short term bonus is inclusive of the accounting accrual for the retention bonus scheme as disclosed
in FY23 Remuneration Report for Mr. Alex Larson (reversal of prior year accrual), Mr. Craig Norwell
and Ms. Caroline Sunaryo.
(i) Performance based remuneration does not include the retention bonus scheme.
(j) Mr. Richard Thornton’s was Executive Director and Company Secretary to 3 June 2022, and
Non-Executive Director from 3 June 2022.
(k) Long service leave remuneration is based on the movement in long service leave provision.
(l) Total Directors remuneration and Total Executive Remuneration reported has increased largely in
FY24 due to STI payment accruals (Nil FY23 STI).
(m) In FY23 Ms. Alison Barrass received an ex-gratia payment equivalent to 2 months fees in recognition
of her past service.
Short-term
Long-term
Post-
employment
Salary & Fees
Non-Monetary
STI Bonus
STI Bonus —
Deferred
Value of Share-
Based Awards
Long Service
Leave
Superannuation
Benefits
Termination
Benefits
Total
Proportion of
remuneration
performance based
STI Bonus
vested in year
STI Bonus
forfeited in year
$(a)
$(c)
$(b)(h)
$(b)
$(d)
$(k)
$
$
$
%(i)
%
%
Executives(g)
M Hayes, Group General
Manager — Marketing
2024
385,641
2,642
138,105
40,095
85,251
—
27,500
—
679,234
39
88
—
2023
372,500
2,347
—
—
61,286
—
27,500
—
463,633
13
—
100
E Lagis,
Company Secretary
and General Counsel
2024
374,038
2,830
155,000
45,000
46,550
—
27,500
—
650,918
38
100
—
2023
366,346
2,420
—
—
22,585
—
27,500
—
418,851
5
—
100
A Larson,
Chief Information
Officer (resigned
19 December 2022)
2024
—
—
—
—
—
—
—
—
—
—
—
—
2023
179,372
2,402 (42,105)
—
(92,794)
—
12,646
—
59,521
—
—
100
C Norwell, Group
General Manager —
Sales
2024
475,255
1,717
189,294
54,956
99,104
21,970
27,500
—
869,796
39
100
—
2023
426,769
1,445
9,178
—
20,115
7,749
27,500
—
492,756
4
—
100
P Oliver, Group General
Manager — People &
Performance
2024
397,207
2,283
156,937
45,463
83,527
—
27,500
—
713,017
40
100
—
2023
376,708
2,709
—
—
59,753
—
25,292
—
464,462
13
—
100
R Patel, Chief
Information Officer
(appointed
17 April 2023)
2024
375,678
2,654
155,000
45,000
16,317
—
27,399
—
622,048
35
100
—
2023
73,175
524
—
—
—
—
15,115
—
88,814
—
—
100
C Scott, Group Chief
Financial Officer
2024
528,413
3,226
207,312
60,188
110,825
—
27,400
—
937,364
40
100
—
2023
498,855
3,142
—
—
79,671
—
35,145
—
616,813
13
—
100
C Sunaryo, Group
General Manager —
Supply & Innovation
2024
438,392
2,649
171,469
49,781
82,740
17,010
27,399
—
789,440
39
100
—
2023
387,671
3,124
4,441
—
45,439
20,202
26,138
—
487,015
9
—
100
Total — Executives
Remuneration(l)
2024
2,974,624
18,001
1,173,117 340,583
524,314
38,980
192,198
—
5,261,817
2023
2,681,396
18,113 (28,486)
—
196,055
27,951
196,836
— 3,091,865
Total — Directors
and Executives
Remuneration(l)
2024
4,787,601 20,963 1,948,117 565,583
1,057,129
38,980
292,298
—
8,710,671
2023
4,660,265 20,641 (28,486)
—
508,410
27,951
312,556
—
5,501,337
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
33
GWA GROUP LIMITED | 2024 ANNUAL REPORT
32
7.2
SHARE BASED PAYMENTS
7.2.1
Performance Rights
The following table shows details of the Performance Rights granted to key management personnel during the year ended
30 June 2024 and in prior years that affects compensation in this or future reporting periods.
Year
of
grant
Number
of rights
granted
Grant date*
%
Vested
in year
%
Lapsed
in year
Fair value
of rights at
grant date
$(a)
Issue price used
to determine
number of rights
granted
Executive Directors
U Meyerhans,
Managing Director
2024
742,574
30 October 2023
—
—
815,346
1.76
2023
707,547
28 October 2022
—
—
1,020,990
2.12
2022
541,516
6 December 2021
—
—
725,631
2.77
R Thornton,
Non-Executive Director
(Executive Director to
3 June 2022)
2024
—
—
—
—
—
—
2023
—
—
—
—
—
—
2022
88,709
6 December 2021
—
—
118,870
2.77
2021
43,723
7 December 2020
—
64%
83,074
2.81
Executives
M Hayes, Group General
Manager — Marketing
2024
118,812
30 October 2023
—
—
130,456
1.76
2023
113,208
28 October 2022
—
—
163,359
2.12
2022
86,643
6 December 2021
—
—
116,102
2.77
E Lagis, Company Secretary
and General Counsel
2024
118,812
30 October 2023
—
—
130,456
1.76
2023
113,208
28 October 2022
—
—
163,359
2.12
2022
—
—
—
—
—
—
C Norwell, Group General
Manager — Sales
2024
138,119
30 October 2023
—
—
151,655
1.76
2023
131,604
28 October 2022
—
—
189,905
2.12
2022
100,722
6 December 2021
—
—
134,967
2.77
2021
49,644
7 December 2020
—
100%
94,324
2.81
P Oliver, Group General
Manager — People &
Performance
2024
118,812
30 October 2023
—
—
130,456
1.76
2023
110,377
28 October 2022
—
—
159,274
2.12
2022
84,477
6 December 2021
—
—
113,199
2.77
R Patel, Chief Information
Officer (appointed 17 April
2023)
2024
118,812
30 October 2023
—
—
130,456
1.76
2023
—
—
—
—
—
—
C Scott, Group Chief
Financial Officer
2024
154,455
30 October 2023
—
—
169,592
1.76
2023
147,170
28 October 2022
—
—
212,366
2.12
2022
112,635
29 June 2022
—
—
150,931
2.77
C Sunaryo, Group General
Manager — Supply &
Innovation
2024
124,752
30 October 2023
—
—
136,978
1.76
2023
118,868
28 October 2022
—
—
171,527
2.12
2022
75,812
6 December 2021
—
—
101,588
2.77
2021
12,011
7 December 2020
—
100%
22,821
2.81
Note:
(a) The issue price used to determine the number of Performance Rights offered to key management personnel during FY24 was $1.76 being the volume
weighted average price of the Group’s shares calculated over the 10 trading days from the Group’s FY23 results release on 14 August 2023. The grant
dates and corresponding fair values per right in the table have been determined in accordance with Australian Accounting Standards. Fair values have
been calculated using the Black Scholes Model valuation methodology for the ROFE and EPS hurdle and Monte Carlo simulation for the TSR hurdle.
The fair value of rights issued during the year under the EPS hurdle was $1.37 and under the TSR hurdle was $0.82 per right.
7.1.1
Actual remuneration received by executives.
The following table sets out the actual value of remuneration received by executives for FY24, derived from the various
components of their remuneration during FY24. This table differs from the more detailed statutory remuneration disclosures
in the Remuneration Tables in section 7.1 due to the exclusion of LTI amounts not vested and the reversal of accounting
expenses associated with LTI grants, accruals for the retention bonus scheme, and movements in leave entitlements, and is
therefore unaudited.
FY24
Fixed
Remuneration
$(a)
Short Term
Incentive
$
Long Term
Incentive (Earned)
$(b)
Total
$
U Meyerhans, Managing Director and
Chief Executive Officer(c)
2024
1,002,962
1,000,000
—
2,002,962
2023
1,002,528
—
—
1,002,528
M Hayes, Group General Manager —
Marketing
2024
396,681
178,200
—
574,881
2023
402,347
—
—
402,347
E Lagis, Company Secretary and
General Counsel
2024
402,830
200,000
—
602,830
2023
383,959
—
—
383,959
A Larson, Chief Information Officer
(resigned 19 December 2022)
2024
—
—
—
—
2023
189,068
—
—
189,068
C Norwell, Group General Manager —
Sales
2024
490,217
244,250
—
734,467
2023
466,445
58,125
—
524,570
P Oliver, Group General Manager —
People & Performance
2024
406,450
202,500
—
608,950
2023
392,709
—
—
392,709
R Patel, Chief Information Officer
(appointed 17 April 2023)
2024
402,654
200,000
—
602,654
2023
82,575
—
—
82,575
C Scott, Group Chief Financial Officer
2024
538,226
267,500
—
805,726
2023
523,142
—
—
523,142
C Sunaryo, Group General Manager —
Supply & Innovation
2024
445,149
221,250
—
666,399
2023
405,624
28,125
—
433,749
Total
2024
4,085,169
2,513,700
—
6,598,869
2023
3,848,397
86,250
—
3,934,647
Notes:
(a) Fixed remuneration represents amounts actually paid to executives and includes base salary, non- monetary benefits, and superannuation.
(b) The performance hurdles for the FY21 LTI grant were tested during FY24 and 0% vested; refer section 7.2.1 Performance Rights. Excludes the value of
any unvested LTI grants expensed or reversed during FY24.
(c) For details of Mr. Urs Meyerhans’ remuneration arrangements as Managing Director refer to section 8.1.
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
35
GWA GROUP LIMITED | 2024 ANNUAL REPORT
34
7.3
KEY MANAGEMENT PERSONNEL TRANSACTIONS
7.3.1
Loans to key management personnel and their related parties
No loans were made to key management personnel or their related parties during the year ended 30 June 2024 (2023: nil).
7.3.2
Other key management personnel transactions with the Group or its controlled entities
There were no other key management personnel transactions with the Group or its controlled entities during the year ended
30 June 2024 (2023: nil).
From time to time, key management personnel of the Group 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 and are trivial or domestic in nature.
7.3.3
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:
Held at
1 July 2023
Granted as
compensation
Purchases
Sales
Held at
30 June 2024
Non-Executive Directors
D McDonough
170,000
—
30,000
—
200,000
J Mulcahy
40,950
—
—
—
40,950
B Inglis
—
—
23,500
—
23,500
P Mann
10,000
—
—
—
10,000
J McKellar (retired 31 October 2023)
13,034
—
—
—
n/a*
S Roche
70,000
—
—
—
70,000
R Thornton
349,561
—
—
—
349,561
Executive Director
U Meyerhans
155,217
—
—
—
155,217
Executives
M Hayes
—
—
—
—
—
E Lagis
4,100
—
—
—
4,100
C Norwell
150,663
—
—
—
150,663
P Oliver
—
—
—
—
—
R Patel
—
—
—
—
—
C Scott
13,707
—
—
—
13,707
C Sunaryo
—
—
—
—
—
* J McKellar retired 31 October 2023 and therefore no longer key management personnel at 30 June 2024
The relevant interest of each director in the share capital of the Group 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 2024 is listed in the Directors’ Report
under Directors’ Interests.
During FY24, nil shares vested to key management personnel as compensation (2023: nil). The aggregate number of shares
held by key management personnel or their related parties as at 30 June 2024 was 1,017,698 (2023: 987,232, includes
S Goddard who held 10,000 shares at 30 June 2023 and no longer key management personnel from 1 July 2023).
All the rights carry an exercise price of nil. The rights granted on 6 December 2021, 28 October 2022 and 30 October 2023,
will vest on the date of the release to the Australian Securities Exchange of the Group’s annual audited financial statements for
the years 30 June 2024, 2025, and 2026 respectively, subject to the achievement of the performance hurdles.
The rights granted to Mr. Thornton and Mr. Meyerhans were approved by shareholders at the 2021, 2022 and 2023 Annual
General Meetings (as applicable) in accordance with ASX Listing Rule 10.14.
Rights were forfeited when an employee ceased employment with the Group during the year in accordance with the rules
of the LTI plan.
The number of rights outstanding as at 30 June 2024 represents the balance yet to be tested.
7.2.2
Status and key dates of LTI awards
The following table shows the status and key dates for Performance Rights granted to key management personnel
under the LTI plan.
Grant Date
Valuation Per Right1
Performance
Testing Windows
Expiry Date
(if hurdle not met)
Performance Status2
6 December 20213
Tranche A (TSR)
$1.34
29 October 2021 to
August 2024 (Tranche A)
August 2024
Performance testing
not yet commenced.
28 October 2022
Tranche A (TSR)
$1.20
Tranche B (EPS)
$1.69
1 July 2022 to 30 June 2025
(Tranche A)
1 July 2022 to 30 June 2025
(Tranche B)
August 2025
Performance testing
not yet commenced.
28 October 2023
Tranche A (TSR)
$0.82
Tranche B (EPS)
$1.37
1 July 2023 to 30 June 2026
(Tranche A)
1 July 2023 to 30 June 2026
(Tranche B)
August 2026
Performance testing
not yet commenced.
Notes:
1
The value of performance rights at grant date calculated in accordance with AASB 2 Share-based Payments. Valuations were performed by a third
party, Deloitte.
2
To ensure an independent TSR measurement, GWA engages the services of an external organisation, Deloitte, to assist with determining performance
under the TSR hurdle.
3
Due to the uncertainty in the market from the COVID-19 pandemic, the Board decided that the performance measure for the FY21 and FY22 LTI grant
would be solely based on TSR. Refer section 6.4 Long-Term Incentive for further details.
DIRECTORS’ REPORT (CONTINUED)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
37
GWA GROUP LIMITED | 2024 ANNUAL REPORT
36
8.2
NOTICE AND TERMINATION PAYMENTS
The specified executives in the Directors’ Report including
the Managing Director, Mr. Urs Meyerhans, are on open-
ended contracts.
The employment contract for Mr. Meyerhans provides that
if either the Group or Mr. Meyerhans wishes to terminate
employment for any reason, no less than one year’s written
notice of termination is required. The Group retains the right
to immediately terminate the employment contract of
Mr. Meyerhans by making payment equal to twelve months’
salary in lieu of providing notice.
For the other specified executives, the Group or the executives
are required to give no less than six months’ notice of
termination of employment for any reason. The Group retains
the right to immediately terminate the employment contracts
of the executives by making payment equal to six months’
salary in lieu of providing notice.
The executives are also entitled to receive on termination of
employment their statutory entitlements of accrued annual
and long service leave, together with any superannuation
benefits.
The termination arrangements for the executives are specified
in their employment contracts and any other termination
payments require approval of the Board. Shareholder approval
is required for termination payments in excess of twelve
months’ salary.
7.3.4
Movements in performance rights
The movement during the reporting period in the number of performance rights in GWA Group Limited held by each key
management person is as follows:
Held at
1 July 2023
Granted during
the year
Vested during
the year
Lapsed during
the year2
Held at
30 June 2024
Non-Executive Director
R Thornton1
55,040
—
—
(27,934)
27,106
Executive Director
U Meyerhans
1,249,063
742,574
—
—
1,991,637
Executives
M Hayes
199,851
118,812
—
—
318,663
E Lagis
113,208
118,812
—
—
232,020
C Norwell
281,970
138,119
—
(49,644)
370,445
P Oliver
194,854
118,812
—
—
313,666
R Patel (appointed 17 April 2023)
n/a
118,812
—
—
118,812
C Scott
259,805
154,455
—
—
414,260
C Sunaryo
206,691
124,752
—
(12,011)
319,432
1
All performance rights held by Mr. Richard Thornton relate to his role up to 3 June 2022 as Executive Director and Company Secretary.
2
Performance rights that lapsed during the year were granted during the financial year ended 30 June 2021.
8
KEY TERMS OF EMPLOYMENT CONTRACTS
8.1
MANAGING DIRECTOR REMUNERATION
The remuneration arrangements for Mr. Urs Meyerhans as Managing Director and Chief Executive Officer were advised to
the market on 29 June 2021(i). The arrangements were determined by the Board following the provision of market data from
an independent external adviser, Guerdon Associates. Based on the benchmark data, Mr. Meyerhans’ total remuneration was
aligned with the market median in relation to a group of 18 peer companies of comparable operational scope and size to GWA.
The following is a summary of Mr. Meyerhans’ remuneration package for FY24:
•
Total Fixed Remuneration (TFR) of $1,000,000 comprising salary, superannuation, and all other benefits other than incentive
plans and minor fringe benefits;
•
Participation in GWA’s Short-Term Incentive (STI) plan:
−
STI opportunity of 100% of TFR based on Mr. Meyerhans meeting Board approved Key Performance Indicator (KPI)
objectives, including both financial and critical non-financial KPIs.
•
Participation in GWA’s Long-Term Incentive (LTI) plan:
−
LTI opportunity of 150% of TFR over a three-year performance period and subject to achievement of two performance
hurdles of relative Total Shareholder Return (TSR) and Earnings Per Share (EPS).
DIRECTORS’ REPORT (CONTINUED)
(i) Refer to section 3.2 for further details.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
39
GWA GROUP LIMITED | 2024 ANNUAL REPORT
38
8.3
TREATMENT OF INCENTIVES ON TERMINATION
The following table shows the treatment of incentives on termination of employment in the various circumstances shown.
Circumstances
Short term incentive1
Long term incentive —
unvested Performance Rights
Immediate termination
for cause
No STI payable and ‘claw back’ provisions
may apply (including deferred STI)
Performance Rights are forfeited
Resignation
Board discretion to award STI on a pro-rata
basis (including deferred STI)
Performance Rights are forfeited unless
Board determines otherwise
Notice by Company,
good leaver, retirement,
redundancy, death, or
permanent disability
Board discretion to award STI on a pro-rata
basis (including deferred STI)
Board discretion to allow awards to vest or
remain subject to performance hurdles after
termination on a pro-rata basis
Change of control
STI will be paid on a pro-rata basis
The Board has discretion to allow awards
to vest on a change of control of GWA
(e.g., a takeover or merger).
Notes:
1.
Any STI payments will be paid according to the normal annual STI payment time frame (i.e., payment timing will not be accelerated).
The Directors’ Report is made out in accordance with a resolution of the directors:
Darryl D McDonough
Urs B Meyerhans
Chairman
Managing Director
19 August 2024
DIRECTORS’ REPORT (CONTINUED)
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 of GWA Group Limited for
the financial year ended 30 June 2024 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.
KPM_INI_01
KPMG
Trent Duvall
Partner
Sydney
19 August 2024
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All
rights reserved. The KPMG name and logo are trademarks used under license by the independent member
firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards
FINANCIAL REPORT
GWA GROUP LIMITED | 2024 ANNUAL REPORT
41
40
GWA GROUP LIMITED | 2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
GWA Group Limited and its controlled entities
For the year ended 30 June
Note
2024
2023
In thousands of AUD
Profit or loss
Continuing operations
Sales revenue
3(a)
413,492
411,840
Cost of sales(i)
3(c)(d)
(251,143)
(253,653)
Gross profit
162,349
158,187
Other income
3(b)
798
1,349
Selling expenses
(49,070)
(47,304)
Administrative expenses
(44,136)
(41,547)
Other expenses(i)
3(d)
(5,499)
(1,636)
Operating profit
64,442
69,049
Finance income
3(f)
1,397
668
Finance expenses
3(f)
(9,087)
(8,750)
Net financing costs
(7,690)
(8,082)
Profit before tax
56,752
60,967
Income tax expense
4
(18,121)
(17,812)
Profit from continuing operations
38,631
43,155
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Net change in fair value of financial assets, net of tax
(360)
(1,720)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign subsidiaries, net of tax
(24)
1,407
Cashflow hedges, net of tax
(2,613)
(4,069)
Other comprehensive income, net of tax
(2,997)
(4,382)
Total comprehensive income for the period
35,634
38,773
Earnings per share (cents)
Total
— Basic
5
14.6
16.3
— Diluted
5
14.4
16.1
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the
accompanying notes.
(i) In line with June 2024 announcement, the total Group significant items are $9.7m (pre-tax); Included in other expenses is $5.2m of costs made
up of $1.3M relating to UK entity’s Enterprise Resource Planning, $2.2M relating to enhancement of the Group digital platforms and $1.7m relating
to NZ restructure costs. Also included in the cost of sales is $4.5m of NZ related inventory provision. Refer to Note 2 for further details.
CONSOLIDATED STATEMENT OF
41
PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT
42
OF FINANCIAL POSITION
CONSOLIDATED STATEMENT
43
OF CASH FLOWS
CONSOLIDATED STATEMENT
44
OF CHANGES IN EQUITY
NOTES TO THE CONSOLIDATED
45
FINANCIAL STATEMENTS
SECTION I: OVERVIEW
1.
Material accounting policies
45
SECTION II: RESULTS FOR THE YEAR
2. Operating segments
48
3. Income and expenses
50
4. Income tax expense
52
5. Earnings per share
54
SECTION III: ASSETS AND LIABILITIES
6. Cash and cash equivalents
55
7. Trade and other receivables
56
8. Inventories
56
9. Deferred tax assets and liabilities
57
10. Property, plant and equipment
58
11. Intangible assets
60
12. Right-of-use assets and lease liabilities
63
13. Trade and other payables
65
14. Employee benefits
65
15. Provisions
66
SECTION IV. FUNDING AND RISK MANAGEMENT
16. Loans and borrowings
67
17. Share capital and reserves
68
18. Financial instruments and financial risk management
70
SECTION V. OTHER INFORMATION
19. Share-based payments
79
20. Related parties
81
21. Auditor’s remuneration
81
22. Commitments
81
23. Consolidated entities
82
24. Deed of cross guarantee
82
25. Parent entity disclosures
84
26. Subsequent events
84
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
85
DIRECTORS’ DECLARATION
86
INDEPENDENT AUDITOR’S REPORT
87
TO THE SHAREHOLDERS OF
GWA GROUP LIMITED
GWA GROUP LIMITED | 2024 ANNUAL REPORT
43
GWA GROUP LIMITED | 2024 ANNUAL REPORT
42
CONSOLIDATED STATEMENT OF
CASH FLOWS
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
As at
Note
30 June 2024
30 June 2023
In thousands of AUD
Current assets
Cash and cash equivalents
6
42,008
43,443
Trade and other receivables
7
47,362
60,458
Inventories
8
95,782
88,136
Derivative financial instruments
18
—
206
Other
4,134
3,418
Total current assets
189,286
195,661
Non-current assets
Deferred tax assets
9
4,698
3,149
Property, plant and equipment
10
10,951
14,515
Intangible assets
11
417,901
418,409
Right-of-use assets
12
34,113
42,303
Derivative financial instruments
18
2,936
5,691
Financial asset at fair value
18
—
520
Total non-current assets
470,599
484,587
Total assets
659,885
680,248
Current liabilities
Trade and other payables
13
56,444
45,574
Loans and borrowings
16
35,000
35,000
Employee benefits
14
5,606
5,495
Income tax payable
4
4,501
3,567
Lease liabilities
12
11,932
11,709
Derivative financial instruments
18
475
—
Provisions
15
2,276
4,509
Total current liabilities
116,234
105,854
Non-current liabilities
Deferred tax liability
9
91,720
93,076
Trade and other payables
13
144
211
Loans and borrowings
16
102,721
124,092
Lease liabilities
12
33,160
41,764
Employee benefits
14
4,566
4,297
Provisions
15
6,749
5,414
Total non-current liabilities
239,060
268,854
Total liabilities
355,294
374,708
Net assets
304,591
305,540
Equity
Issued capital
17
311,294
311,294
Reserves
(1,276)
1,176
Retained earnings
(5,427)
(6,930)
Total equity
304,591
305,540
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
For the year ended 30 June
2024
2023
In thousands of AUD
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
469,120
477,590
Payments to suppliers and employees
(369,789)
(381,174)
Cash generated from operations
99,331
96,416
Interest and facility fees paid
(7,233)
(6,620)
Lease interest paid
(1,859)
(2,150)
Interest received
1,397
668
Income taxes paid
(18,822)
(15,432)
Net cash from operating activities
72,814
72,882
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
(1,022)
(1,945)
Acquisition of intangible assets
(1,956)
(275)
Net cash used in investing activities
(2,978)
(2,220)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
30,000
65,000
Repayment of borrowings
(52,000)
(75,000)
Dividends paid
(37,128)
(37,128)
Repayment of lease liability
(12,010)
(11,222)
Net cash used in financing activities
(71,138)
(58,350)
Net (decrease)/increase in cash and cash equivalents
(1,302)
12,312
Cash and cash equivalents at the beginning of the year
43,443
31,440
Effect of exchange rate changes
(133)
(309)
Cash and cash equivalents as at 30 June
42,008
43,443
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
45
GWA GROUP LIMITED | 2024 ANNUAL REPORT
44
GWA Group Limited and its controlled entities
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
GWA Group Limited and its controlled entities
For the year ended 30 June 2024
In thousands of AUD
Note
Share
capital
Translation
reserve
Hedging
reserve
Asset
revaluation
reserve
Equity
compensation
reserve
Retained
earnings
Total
Balance as at 1 July 2023
311,294
(2,765)
4,164
(1,620)
1,397
(6,930)
305,540
Total comprehensive income
for the period
Profit for the period
—
—
—
—
—
38,631
38,631
Other comprehensive income
Exchange differences
on translation of foreign
subsidiaries, net of tax
—
(24)
—
—
—
—
(24)
Cash flow hedges,
net of tax
17
—
—
(2,613)
—
—
—
(2,613)
Net change in fair value
of financial assets
—
—
—
(360)
—
—
(360)
Total other
comprehensive income
—
(24)
(2,613)
(360)
—
—
(2,997)
Total comprehensive income
—
(24)
(2,613)
(360)
—
38,631
35,634
Transaction with owners,
recorded directly in equity
Share-based payments,
net of tax
—
—
—
—
545
—
545
Dividends paid
—
—
—
—
—
(37,128)
(37,128)
Total transactions with
owners
—
—
—
—
545
(37,128)
(36,583)
Balance at 30 June 2024
311,294
(2,789)
1,551
(1,980)
1,942
(5,427)
304,591
For the year ended 30 June 2023
In thousands of AUD
Note
Share
capital
Translation
reserve
Hedging
reserve
Asset
revaluation
reserve
Equity
compensation
reserve
Retained
earnings
Total
Balance as at 1 July 2022
311,294
(4,172)
8,233
100
1,328
(12,957)
303,826
Total comprehensive income
for the period
Profit for the period
—
—
—
—
—
43,155
43,155
Other comprehensive income
Exchange differences
on translation of foreign
subsidiaries, net of tax
—
1,407
—
—
—
—
1,407
Cash flow hedges,
net of tax
17
—
—
(4,069)
—
—
—
(4,069)
Net change in fair value
of financial assets
—
—
—
(1,720)
—
—
(1,720)
Total other
comprehensive income
—
1,407
(4,069)
(1,720)
—
—
(4,382)
Total comprehensive income
—
1,407
(4,069)
(1,720)
—
43,155
38,773
Transaction with owners,
recorded directly in equity
Share-based payments,
net of tax
—
—
—
—
69
—
69
Dividends paid
—
—
—
—
—
(37,128)
(37,128)
Total transactions with owners
—
—
—
—
69
(37,128)
(37,059)
Balance at 30 June 2023
311,294
(2,765)
4,164
(1,620)
1,397
(6,930)
305,540
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
SECTION I: OVERVIEW
1.
MATERIAL ACCOUNTING POLICIES
GWA Group Limited (the ‘Company’) is a for-profit company
domiciled in Australia, limited by shares, which are publicly
traded on the Australian Securities Exchange (‘ASX’) under
the ASX code ‘GWA’. The consolidated financial report
of the Company for the financial year ended 30 June
2024 comprises the Company and its subsidiaries (together
referred to as the ‘consolidated entity’).
The principal activities of the Group during the financial year
were the research, design, import and marketing of building
fixtures and fittings to residential and commercial premises,
including sanitaryware, tapware and showers, baths,
intelligent water management solutions, and related kitchen,
bathroom and laundry products/accessories. The Group
distributes, installs, maintains and repairs various products
through a range of distribution and customer channels in
Australia, New Zealand and selected international markets.
There have been no significant changes in the nature of the
activities of the consolidated entity during the financial year.
The financial report was authorised for issue by the directors
on 19 August 2024.
(a)
Statement of compliance
The financial report is a general purpose financial report
which has been prepared in accordance with Australian
Accounting Standards (‘AASB’) 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 (‘IFRS’)
adopted by the International Accounting Standards
Board (‘IASB’).
(b)
Basis of preparation
The financial report is presented in Australian dollars
(‘AUD’) which is the Company’s functional currency and the
functional currency of the majority of the consolidated entity.
The financial report is prepared on the historical cost basis
except for derivative financial instruments and financial assets
measured at fair value.
The Company is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ Report) Instrument
2016/191 dated 24 March 2016 and in accordance with that
Instrument, amounts in the financial report and Directors’
Report have been rounded to the nearest thousand dollars,
unless otherwise stated.
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. Information about significant areas of
estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect
on the amounts recognised in the financial statements are
described in the following notes:
•
Note 8 — valuation of inventories
•
Note 11 — measurement of the recoverable amounts of
intangible assets
The accounting policies set out in this consolidated financial
report have been applied consistently to all periods
presented. The accounting policies have been applied
consistently by all entities in the consolidated entity. The
entity has elected not to early adopt any accounting
standards or amendments.
Certain comparative information included in note disclosures
have been amended in these financial statements to conform
to the current year presentation.
(c)
Changes in accounting policies, disclosures,
standards and interpretations
(i)
Standards and Interpretations affecting amounts
reported in the current period
The following new and revised Standards and Interpretations
have been adopted by the consolidated entity for the
first time for the year ended 30 June 2024:
•
AASB 2023-2 — Amendments to Australian
Accounting Standards — International Tax Reform
— Pillar Two Model Rules.
•
AASB 2021-2 — Amendments to Australian Accounting
Standards — Disclosure of Accounting Policies and
Definition of Accounting Estimates.
•
AASB 2021-5 — Amendments to Australian Accounting
Standards — Deferred Tax related to Assets and Liabilities
arising from a Single Transaction.
The initial adoption of these Standards and Interpretations
have not had a material impact on the amounts reported or
disclosures made in the consolidated financial statement.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
47
GWA GROUP LIMITED | 2024 ANNUAL REPORT
46
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION I: OVERVIEW (CONTINUED)
1.
MATERIAL ACCOUNTING POLICIES
(CONTINUED)
(c)
Changes in accounting policies, disclosures,
standards and interpretations (continued)
(i)
Standards and Interpretations affecting amounts
reported in the current period (continued)
Amendments to Australian Accounting Standards —
International Tax Reform — Pillar Two Model Rules
The Group has adopted International Tax Reform — Pillar
Two Model Rules (Amendments to AASB 112) upon their
release on June 2023. The amendments provide a temporary
mandatory exception from deferred tax accounting for the
top-up tax, which is effective immediately, and require new
disclosures about the Pillar Two exposure. The mandatory
exception applies retrospectively.
GWA Group Limited has subsidiaries that operate in the
United Kingdom and Ireland, where the new legislation
has been enacted or substantively enacted in 2024. No
new legislation to implement the top-up tax was enacted
or substantively enacted at 30 June 2024 in any other
jurisdiction in which the Group operates and no related
deferred tax was recognised at that date.
Based on the assessment performed by management,
the adoption of this new legislation did not have a
material impact on the consolidated financial statement
at 30 June 2024.
Amendments to Australian Accounting Standards —
Disclosure of Accounting Policies and Definition of
Accounting Estimates
The Group also adopted Disclosure of Accounting Policies
(Amendments to AASB 101 and AASB Practice Statement 2)
from 1 July 2023. Although the amendments did not result
in any changes to the accounting policies themselves, they
impacted the accounting policy information disclosed in the
financial statements. The amendments require the disclosure
of ‘material’, rather than ‘significant’, accounting policies.
The amendments also provide guidance on the application
of materiality to disclosure of accounting policies, assisting
entities to provide useful, entity-specific accounting policy
information that users need to understand other information
in the financial statements. Management reviewed the
accounting policies and made updates to the information
disclosed in Note 1 Material accounting policies (2023:
Significant accounting policies) in certain instances in line
with the amendments.
Amendments to Australian Accounting Standards —
Deferred Tax related to Assets and Liabilities arising from
a Single Transaction
The Group has adopted Deferred Tax related to Assets and
Liabilities arising from a Single Transaction (Amendments
to AASB 112) from 1 July 2023. The amendments narrow
the scope of the initial recognition exemption to exclude
transactions that give rise to equal and offsetting temporary
differences — e.g. leases and decommissioning liabilities.
For leases and decommissioning liabilities, an entity is
required to recognise the associated deferred tax assets
and liabilities from the beginning of the earliest comparative
period presented, with any cumulative effect recognised as
an adjustment to retained earnings or other components
of equity at that date. For all other transactions, an entity
applies the amendments to transactions that occur on or
after the beginning of the earliest period presented.
The Group previously accounted for deferred tax on leases
and decommissioning liabilities by applying the ‘integrally
linked’ approach, resulting in a similar outcome as under the
amendments, except that the deferred tax asset or liability
was recognised on a net basis. Following the amendments,
the Group assessed a separate deferred tax asset in relation
to its lease liabilities and a deferred tax liability in relation
to its right-of-use assets. Furthermore, there was no impact
on the statement of financial position because the balances
qualify for offset under paragraph 74 of AASB 112. There
was also no impact on the opening retained earnings as at
1 July 2023 as a result of the change. The key impact for the
Group relates to disclosure of the deferred tax assets and
liabilities recognised.
(ii)
Standards and Interpretations issued
but not yet effective
At the date of authorisation of the consolidated financial
statements, the following Standards and Interpretations were
issued but not yet effective.
Effective for
the annual
reporting period
beginning on
Expected to be
initially applied in
the period ending
Classification of
Liabilities as Current
or Non-Current and
Non-Current Liabilities
with Covenants
(Amendments
to AASB 101)
1 January 2024
1 July 2024
AASB 18 Presentation
and Disclosure in
Financial Statements
1 January 2027
1 July 2027
SECTION I: OVERVIEW (CONTINUED)
1.
MATERIAL ACCOUNTING POLICIES
(CONTINUED)
(c)
Changes in accounting policies, disclosures,
standards and interpretations (continued)
AASB 18 was issued in June 2024 and replaces AASB
101 Presentation of Financial Statements. The new standard
introduces new requirements for the Statement of Profit or
Loss, including:
•
New categories for the classification of income and
expenses into operating, investing and financing
categories, and
•
Presentation of subtotals for “operating profit” and
“profit before financing and income taxes.”
Additional disclosure requirements are introduced for
management-defined performance measures and new
principles for aggregation and disaggregation of information
in the notes and the primary financial statements and the
presentation of interest and dividends in the statement of
cash flows. The new standard is effective for annual periods
beginning on or after 1 January 2027 and will first apply to
the Group for the financial year ending 30 June 2028.
This new standard is not expected to have an impact on the
recognition and measurement of assets, liabilities, income
and expenses, however there will likely be changes in how
the Statement of Profit or Loss and Statement of Financial
Position line items are presented as well as some additional
disclosures in the notes to the financial statements.
The consolidated entity is assessing the potential impact of
the above standards and interpretations issued but not yet
effective on its consolidated financial statements.
The following new and amended accounting standards are
not expected to have a significant impact on the Group’s
consolidated financial statements:
•
Lease Liability in a Sale and Leaseback (Amendments to
AASB 16)
•
Lack of Exchangeability (Amendments to AASB 121)
•
Supplier Finance Arrangements (Amendments to AASB
107 and AASB 7)
(d)
Basis of consolidation
(i)
Business combinations
The consolidated entity accounts for business combinations
using the acquisition method when control is transferred to
the consolidated entity. The consideration transferred in a
business combination shall be measured at fair value, which
shall be calculated as the sum of the business combination
date fair values of the assets transferred by the acquirer,
the liabilities incurred by the acquirer to former owners
of the acquiree and the equity issued by the acquirer, and
the amount of any non-controlling interest in the acquiree.
Transaction costs are expensed as incurred.
(ii)
Subsidiaries
Subsidiaries are entities controlled by the consolidated entity.
The consolidated entity controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through
its power over the entity. The financial results and balances
of subsidiaries are included in the consolidated financial
statements from the date on which control commences until
the date on which control ceases.
(iii)
Transactions eliminated on consolidation
Intra-group balances and transactions, and unrealised
income and expense arising from intra-group transactions,
are eliminated.
(e)
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.
(ii)
Financial statements of foreign operations
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 date
the fair value was determined.
The revenues and expenses of foreign operations are
translated to Australian dollars at rates approximating the
foreign exchange rates ruling at the dates of the transactions.
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. Foreign exchange differences
arising on retranslation at balance date are recognised in
other comprehensive income, and presented in the foreign
currency translation reserve (FCTR) in equity. Hedge
instrument movements of a hedge of a net investment in a
foreign operation is also recognised in the FCTR to the extent
the hedge is effective.
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.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION I: OVERVIEW (CONTINUED)
1.
MATERIAL ACCOUNTING POLICIES
(CONTINUED)
(f)
Current vs non-current classification
The consolidated entity presents assets and liabilities in
the consolidated statement of financial position based on
current/non-current classification.
An asset is current when it is:
•
Expected to be realised or intended to be sold or
consumed in the normal operating cycle;
•
Expected to be realised within twelve months after the
reporting period;
•
Held primarily for trading; or
•
Cash and cash equivalent unless restricted from being
exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
•
It is expected to be settled in the normal operating cycle;
•
It is due to be settled within twelve months after the
reporting period;
•
Held primarily for trading; or
•
There is no unconditional right to defer the settlement
of the liability for at least twelve months after the
reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current
assets and liabilities.
SECTION II: RESULTS FOR THE YEAR
2.
OPERATING SEGMENTS
The consolidated entity has one continuing reportable
segment, Water Solutions. This segment includes the sale of
vitreous China toilet suites, basins, plastic cisterns, taps and
showers, baths, kitchen sinks, laundry tubs, domestic water
control valves, smart products and bathroom accessories.
The CEO reviews internal management reports on a
monthly basis.
Information regarding the results of the consolidated entity’s
reportable primary and secondary segments is included
below. Performance is measured based on segment profit
before interest and income tax (‘EBIT’) and excludes certain
project costs (FY24 costs in relation to the UK entity’s ERP
implementation, enhancement of Group digital platforms and
NZ restructure costs), in line with 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 segment
relative to other entities that operate in these industries.
SECTION II: RESULTS FOR THE YEAR (CONTINUED)
2.
OPERATING SEGMENTS (CONTINUED)
In thousands of AUD
Water Solutions
For the year ended 30 June
2024
2023
Sales revenue
413,492
411,840
Segment EBIT
74,164
70,451
Depreciation (property, plant and equipment)
4,582
5,051
Depreciation (right of use assets)
12,054
11,801
Amortisation
2,803
1,796
Capital expenditure
3,439
2,220
Reconciliation of profit
Total EBIT for reportable segment
74,164
70,451
Project costs(i)
(9,722)
(1,402)
Operating profit from continuing operations
64,442
69,049
(i) Project costs
UK ERP implementation in other costs
1,330
—
Group digital platform in other costs
2,160
—
Restructure in other costs
1,683
1,402
NZ inventory provision in cost of sales
4,549
—
Total project costs, pre-tax
9,722
1,402
Income tax benefit
(2,731)
(414)
Total project costs, net of tax
6,991
988
As at 30 June
Reportable segment assets
659,885
680,248
Reportable segment liabilities
355,294
374,708
Geographical information
In thousands of AUD
Australia
New Zealand
Other
Consolidated
For the year
ended 30 June
2024
2023
2024
2023
2024
2023
2024
2023
External sales revenue
342,260
336,352
35,990
43,050
35,242
32,438
413,492
411,840
Non-current assets
430,906
440,920
21,858
24,411
17,835
19,256
470,599
484,587
The revenue information above is based on the geographical location of customers. Non-current assets are based on the
geographical location of the assets.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION II: RESULTS FOR THE YEAR (CONTINUED)
2.
OPERATING SEGMENTS (CONTINUED)
Major customers
The consolidated entity conducts business with four customers (2023: four) where the revenue generated from each customer
equal to or exceed 10% of the consolidated entity’s revenue. Revenue from these customers was:
In thousands of AUD
2024
2023
For the year ended 30 June
Customer 1
94,017
97,088
Customer 2
59,958
56,829
Customer 3
48,685
48,565
Customer 4
41,096
41,389
3.
INCOME AND EXPENSES
(a)
Sales revenue
In thousands of AUD
2024
2023
Sales revenue
413,492
411,840
Sales revenue is recognised on the satisfaction of each performance obligation the consolidated entity has with its customers,
and is measured based on an allocation of the contract’s transaction price, in accordance with AASB 15 Revenue from
Contracts with Customers. The consolidated entity’s key performance obligation is the delivery of goods to its customers with
typical payment terms of 30 days. Key components of the transaction price include the price for the goods, along with rebates
(estimated based on customer contracts) and stock return estimates, which are recognised as revenue at the time of delivery.
Refer to Note 2 geographical information for disaggregated revenue information.
(b)
Other income
In thousands of AUD
2024
2023
Foreign currency gains
286
376
Government grant income
299
619
Other — scrap income, royalties
213
354
798
1,349
Government grant income is recognised as income where there is reasonable assurance that the grant will be received and all
attached conditions will be complied with.
(c)
Cost of sales
In thousands of AUD
2024
2023
Cost of sales (including NZ Inventory Provision)
251,143
253,653
Cost of sales comprises the cost of purchasing and distribution of goods including supply chain costs such as freight
and warehousing.
The amount of inventories recognised as an expense (within cost of sales) during the period was $189,604,000
(2023: $194,360,000).
SECTION II: RESULTS FOR THE YEAR (CONTINUED)
(d)
Other expenses
In thousands of AUD
Note
2024
2023
Project costs
2
5,173
1,402
Foreign currency losses
220
218
Other
106
16
5,499
1,636
Project costs — NZ Inventory Provision in Cost of Sales
2
4,549
—
(e)
Personnel expenses
In thousands of AUD
2024
2023
Wages and salaries — including superannuation contributions, annual leave
and long service leave
71,523
67,166
Equity-settled share-based payment transactions
545
69
72,068
67,235
Defined contribution superannuation funds
The consolidated entity makes contributions to 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. The amount recognised as an expense was $4,883,000 for the financial year ended 30 June 2024
(2023: $4,208,000) for continuing operations.
(f)
Net financing costs
In thousands of AUD
2024
2023
Other
1,397
668
Finance income
1,397
668
Finance expense
Interest expense on financial liabilities
9,581
8,803
Interest (income)/expense on swaps
(2,703)
(2,385)
Fees on financial liabilities including amortisation
350
182
Interest on lease liabilities
1,859
2,150
9,087
8,750
Net financing costs
7,690
8,082
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.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
Recognised in profit or loss
For the year ended 30 June
In thousands of AUD
2024
2023
Current tax expense
Current year
20,752
18,038
Adjustments for prior years
(74)
39
20,678
18,077
Deferred tax benefit
Origination and reversal of temporary differences
(2,557)
(265)
Tax expense for the consolidated entity
18,121
17,812
Numerical reconciliation between tax expense and pre-tax profit
Profit before tax for the consolidated entity
56,752
60,967
Tax expense using the domestic rate of 30%
17,026
18,290
Tax expense/(benefit) due to:
Non-deductible expenses
140
131
Effect of tax rate in foreign jurisdictions
141
(182)
Rebateable research and development
(176)
(275)
Other items
1,064
(191)
18,195
17,773
(Over)/under provided in prior years
(74)
39
Income tax expense on pre-tax profit for the consolidated entity
18,121
17,812
Deferred tax recognised directly in equity
In thousands of AUD
2024
2023
Cash flow hedges
(1,043)
(1,665)
Financial assets at fair value
695
(695)
(348)
(2,360)
Current tax liability
In thousands of AUD
2024
2023
Current tax liability
4,501
3,567
SECTION II: RESULTS FOR THE YEAR (CONTINUED)
4.
INCOME TAX EXPENSE
SECTION II: RESULTS FOR THE YEAR (CONTINUED)
Income tax
Tax expense comprises current and deferred tax. Current
and deferred taxes are recognised in profit or loss except
to the extent that they relate to a business combination,
or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date in the countries
where the Company and its subsidiaries operate in, and
any adjustment to tax payable in respect of previous years.
Current tax payable also includes any tax liability arising from
the declaration of dividends.
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is not
recognised for:
•
temporary differences on the initial recognition of
assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor
taxable profit or loss;
•
temporary differences related to investments in
subsidiaries and associates and jointly controlled entities
to the extent that it is probable that they will not reverse in
the foreseeable future;
•
taxable temporary differences arising on the initial
recognition of goodwill.
Deferred tax is measured at the tax rates that are expected
to be applied to temporary differences when they reverse,
using tax rates enacted or substantively enacted at the
reporting date.
In determining the amount of current and deferred tax,
the consolidated entity takes into account the impact of
uncertain tax positions and whether additional taxes and
interest may be due. The consolidated entity believes
that its accruals for tax liabilities are adequate for all
open tax years based on its assessment of many factors,
including interpretations of tax law and prior experience.
This assessment relies on estimates and assumptions and
may involve a series of judgements about future events.
New information may become available that causes the
consolidated entity to change its judgements regarding
the adequacy of existing tax liabilities; such changes to tax
liabilities will impact tax expense in the period that such a
determination is made.
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-Australian resident entities
are part of a tax-consolidated group. As a consequence, all
members of the tax-consolidated group are taxed as a single
entity. The head entity within the tax-consolidated group is
GWA Group Limited.
The current tax liability for the consolidated entity represents
the amount of income taxes payable. In accordance with tax
consolidation legislation, the Company as the head entity
of the Australian tax-consolidated group has assumed the
current tax liability initially recognised by the members in the
tax-consolidated group.
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 taxation authorities 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 taxation authorities are classified as
operating cash flows.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION II: RESULTS FOR THE YEAR (CONTINUED)
5.
EARNINGS PER SHARE
In cents
2024
2023
Total
— Basic
14.6
16.3
— Diluted
14.4
16.1
Continuing operations excluding project costs
— Basic
17.2
16.6
— Diluted
17.0
16.5
Basic earnings per share (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.
The calculation of basic and diluted EPS has been based on the following profit attributable to ordinary shareholders.
Profit attributable to ordinary shareholders — basic and diluted
In thousands of AUD
2024
2023
Continuing operations
Profit before project costs
45,622
44,143
Project costs, net of tax (Note 2)
(6,991)
(988)
Profit for the year
38,631
43,155
The calculation of basic earnings per share has been based on the following weighted average number of shares outstanding.
Weighted average number of ordinary shares (basic)
In thousands of shares
2024
2023
Issued ordinary shares at 1 July
265,205
265,205
Weighted average number of ordinary shares
265,205
265,205
The calculation of diluted earnings per share has been based on the following weighted average number of ordinary shares
outstanding adjusted for the effects of all dilutive potential ordinary shares.
Weighted average number of ordinary shares (diluted)
In thousands of shares
2024
2023
Weighted average number of ordinary shares (basic)
265,205
265,205
Effect of performance rights on issue
3,814
2,490
Weighted average number of ordinary shares (diluted)
269,019
267,695
SECTION III: ASSETS AND LIABILITIES
6.
CASH AND CASH EQUIVALENTS
(a)
Balances
In thousands of AUD
2024
2023
Bank balances
42,008
43,443
Cash and cash equivalents
42,008
43,443
Cash and cash equivalents comprise cash balances and call deposits with an original maturity date of three months or less.
The consolidated entity’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed
in Note 18.
(b)
Reconciliation of cash flows from operating activities to net profit
In thousands of AUD
2024
2023
Profit for the year
38,631
43,155
Adjustments for:
Depreciation
16,636
16,852
Amortisation
2,803
1,796
Net share-based payments
545
69
Unrealised foreign exchange (gain)/loss
(127)
602
(Gain) on sale of PP&E and intangible assets
(32)
(6)
Deferred tax recognised directly in equity
348
2,360
Other non-cash movements
995
(1,053)
Changes in assets and liabilities:
Decrease in trade and other receivables
13,096
9,936
(Increase)/decrease in inventories
(7,646)
20,709
(Increase) in prepayments
(716)
(467)
Increase/(decrease) in trade payables and accrued expenses
10,341
(20,468)
(Decrease) in deferred taxes and in taxes payable
(1,542)
(674)
(Decrease)/increase in provisions and employee benefits
(518)
71
Net cash flows from operating activities
72,814
72,882
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
7.
TRADE AND OTHER RECEIVABLES
In thousands of AUD
2024
2023
Net trade receivables
47,052
59,701
Other
310
757
47,362
60,458
Trade receivables are initially measured at the transaction price determined under AASB 15 Revenue from Contracts with
Customers (refer to Note 3(a)) and subsequently measured at amortised cost using the effective interest rate (EIR) method
and are subject to impairment. Impairment losses are recognised in profit or loss and reflected in an allowance account against
trade receivables.
The consolidated entity recognises an allowance for expected credit losses (ECLs) for trade receivables. ECLs are based on
the difference between the contractual cash flows due in accordance with the contract and all the cash flows expected to be
received, discounted at an approximation of the original EIR.
The consolidated entity applies a simplified approach in calculating ECLs. Therefore, the consolidated entity does not track
changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The consolidated
entity has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
The consolidated entity’s exposure to credit and currency risk and impairment loss related to trade and other receivables are
disclosed in Note 18.
8.
INVENTORIES
In thousands of AUD
2024
2023
Raw materials and consumables
202
320
Work in progress
53
196
Finished goods
95,527
87,620
95,782
88,136
Inventories are measured at the lower of cost and net realisable value.
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
work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion
and selling or disposal expenses. The future estimated recoverability of inventory was determined with consideration of excess
inventory volumes (i.e. ageing analysis), discontinued product lines and risk weightings applied by management with reference
to their assessment of recovery rates.
During the year $391,000 (2023: $122,000) of inventories were recycled, and a $8,233,000 (2023: $502,000 net decrease)
net increase in the provision for inventories was recognised. $4,549,000 of the increase relates to NZ market restructure as
announced in June 2024, $1,100,000 relating to stock made on order for a customer which is currently in dispute awaiting
resolution and balance $2,584,000 relates to AU market.
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
9.
DEFERRED TAX ASSETS AND LIABILITIES
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
In thousands of AUD
Jun-24
Jun-23
Jun-24
Jun-23
Jun-24
Jun-23
Property, plant & equipment
(Including Right of Use Assets)
167
213
(11,221)
(14,310)
(11,054)
(14,097)
Non-indefinite life intangibles
510
701
(170)
(746)
340
(45)
Indefinite life intangibles
—
—
(102,835)
(102,833)
(102,835)
(102,833)
Inventories
6,815
4,471
—
—
6,815
4,471
Employee benefits
3,000
2,885
—
—
3,000
2,885
Provisions
2,489
2,645
—
—
2,489
2,645
Lease Liability
12,698
15,519
—
—
12,698
15,519
Other items
2,401
3,580
(876)
(2,052)
1,525
1,528
Tax assets/(liabilities)
28,080
30,014
(115,102)
(119,941)
(87,022)
(89,927)
Set off of tax
(23,382)
(26,865)
23,382
26,865
—
—
Net tax assets/(liabilities)
4,698
3,149
(91,720)
(93,076)
(87,022)
(89,927)
Movement in temporary differences during the year
In thousands of AUD
Balance
1 July 23
Recognised in
income
Recognised in
equity
Exchange
differences
Balance
30 June 24
Property, plant & equipment
(Including Right of Use Assets)
(14,097)
3,028
—
15
(11,054)
Non-indefinite life intangibles
(45)
379
—
6
340
Indefinite life intangibles
(102,833)
138
—
(140)
(102,835)
Inventories
4,471
2,334
—
10
6,815
Employee benefits
2,885
119
—
(4)
3,000
Provisions
2,645
(150)
—
(6)
2,489
Lease Liability
15,519
(2,821)
—
—
12,698
Other items
1,528
(433)
348
82
1,525
(89,927)
2,594
348
(37)
(87,022)
In thousands of AUD
Balance
1 July 22
Recognised in
income
Recognised in
equity
Exchange
differences
Balance
30 June 23
Property, plant & equipment
(Including Right of Use Assets)
(16,581)
2,471
—
12
(14,097)
Non-indefinite life intangibles
(283)
230
—
8
(45)
Indefinite life intangibles
(102,667)
—
—
(166)
(102,833)
Inventories
4,051
406
—
14
4,471
Employee benefits
2,936
(43)
—
(8)
2,885
Provisions
2,454
197
—
(6)
2,645
Lease Liability
18,243
(2,714)
—
(10)
15,519
Other items
(705)
(205)
2,360
78
1,528
(92,552)
343
2,360
(78)
(89,927)
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
9.
DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
In thousands of AUD
2024
2023
Capital losses
15,203
15,203
Revenue losses from foreign jurisdictions
2,644
3,434
The deductible losses accumulated at balance date do not expire under current tax legislation.
Refer to Note 4 for the consolidated entity’s accounting policy on deferred tax.
10.
PROPERTY, PLANT AND EQUIPMENT
In thousands of AUD
Plant and
equipment
Work in
progress
Total
Cost
Balance at 1 July 2023
54,495
1,384
55,879
Additions
740
332
1,072
Disposals
(5,828)
—
(5,828)
Transfers
675
(675)
—
Exchange rate movements
13
—
13
Balance at 30 June 2024
50,095
1,041
51,136
Balance at 1 July 2022
52,278
1,175
53,453
Additions
1,190
1,281
2,471
Disposals
(219)
—
(219)
Transfers
1,076
(1,076)
—
Exchange rate movements
170
4
174
Balance at 30 June 2023
54,495
1,384
55,879
Accumulated depreciation
Balance at 1 July 2023
(41,364)
—
(41,364)
Depreciation
(4,582)
—
(4,582)
Disposals
5,708
—
5,708
Exchange rate movements
53
—
53
Balance at 30 June 2024
(40,185)
—
(40,185)
Balance at 1 July 2022
(36,475)
—
(36,475)
Depreciation
(5,051)
—
(5,051)
Disposals
213
—
213
Exchange rate movements
(51)
—
(51)
Balance at 30 June 2023
(41,364)
—
(41,364)
Carrying amounts
As at 30 June 2024
9,910
1,041
10,951
As at 30 June 2023
13,131
1,384
14,515
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
10.
PROPERTY, PLANT AND EQUIPMENT
(CONTINUED)
Recognition and Measurement
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. Purchased software that is integral
to the functionality of the related equipment is capitalised as
part of that equipment.
When 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.
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.
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.
Depreciation
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. The estimated
useful lives in the current and comparative periods are
as follows:
•
plant and equipment
3-15 years
The residual value, the useful life and the depreciation
method applied to an asset are reassessed annually.
Impairment
The carrying values of property, plant and equipment are
reviewed for impairment at each reporting date, with the
recoverable amount being estimated when events or changes
in circumstances indicate that the carrying value may be
impaired. The recoverable amount of property, plant and
equipment is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent
cash inflows, recoverable amount is determined for the cash-
generating unit to which the asset belongs, unless the asset’s
value in use can be estimated to be close to its fair value.
An impairment exists when the carrying value of an asset
or cash-generating unit exceeds its estimated recoverable
amount. The asset or cash-generating unit is then written
down to its recoverable amount. Impairment losses are
recognised in profit or loss.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
11.
INTANGIBLE ASSETS
In thousands of AUD
Software
Brand names
Trade names,
designs
and patents
Goodwill
Total
Cost
Balance at 1 July 2023
9,528
347,559
6,001
67,264
430,352
Additions
2,048
—
—
—
2,048
Disposals
—
—
(4,022)
—
(4,022)
Exchange rate movements
—
71
223
(38)
256
Balance at 30 June 2024
11,576
347,630
2,202
67,226
428,634
Balance at 1 July 2022
33,699
346,674
5,953
66,815
453,141
Additions
374
—
14
—
388
Disposals
(24,610)
—
(39)
—
(24,649)
Exchange rate movements
65
885
73
449
1,472
Balance at 30 June 2023
9,528
347,559
6,001
67,264
430,352
Accumulated amortisation
Balance at 1 July 2023
(8,888)
—
(3,055)
—
(11,943)
Amortisation
(418)
—
(2,385)
—
(2,803)
Disposals
—
—
4,022
—
4,022
Exchange rate movements
—
—
(9)
—
(9)
Balance at 30 June 2024
(9,306)
—
(1,427)
—
(10,733)
Balance at 1 July 2022
(32,795)
—
(1,916)
—
(34,711)
Amortisation
(639)
—
(1,157)
—
(1,796)
Disposals
24,610
—
37
—
24,647
Exchange rate movements
(64)
—
(19)
—
(83)
Balance at 30 June 2023
(8,888)
—
(3,055)
—
(11,943)
Carrying amounts
As at 30 June 2024
2,270
347,630
775
67,226
417,901
As at 30 June 2023
640
347,559
2,946
67,264
418,409
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
11.
INTANGIBLE ASSETS (CONTINUED)
Recognition and measurement
Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation
and any accumulated impairment losses.
The cost of an intangible asset acquired in a business
combination is its fair value as at the date of acquisition.
Goodwill acquired in business combinations is initially
measured at cost being the excess of the cost of the business
combination over the consolidated entity’s interest in the net
fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities.
Subsequent expenditure on capitalised intangible assets
is capitalised only when it increases the future economic
benefits embodied in the specific assets to which it relates.
All other expenditure is expensed 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.
Expenditure on research activities, undertaken with the
prospect of gaining new scientific or technical knowledge and
understanding, is recognised in the profit or loss as incurred.
Expenditure incurred in developing, maintaining or enhancing
brand names is recognised in the Income Statement in the
year in which it is incurred.
Capitalisation of configuration and customisation costs
in SaaS arrangements
Software-as-a-service (‘SaaS’) arrangements are service
contracts providing the Company with the right to access
the cloud provider’s application software over the contract
period. As such, the Group does not receive a software
intangible asset for this right to use at the contract
commencement date and associated costs are recognised as
an operating expense when the services are received.
In implementing SaaS arrangements, the Company develops
software code that either enhances, modifies or creates
additional capability of existing software and connects with
the SaaS arrangement cloud-based application, or develops
software code that meets the definition of and recognition
criteria of an intangible asset in accordance with AASB
138 Intangible Assets and International Financial Reporting
Standards Interpretations Committee’s (IFRIC) Configuration
or customisation costs in a cloud computing arrangement
— April 2021 agenda decision. This requires the application
of judgement including determining whether the developed
software code is distinct or not from the underlying use of
the application software. Costs that do not meet either of
these criteria are recognised as an operating expense.
Amortisation
Amortisation is recognised in the Income Statement on a
straight-line basis over the estimated useful lives of intangible
assets unless such lives are indefinite. 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:
•
goodwill
indefinite
•
brand names
indefinite
•
software
3-5 years
•
trade names
10-20 years
•
designs
15 years
•
patents
3-19 years (based on patent term)
Brand names are not amortised as they have an indefinite
useful life.
Impairment
Intangible assets with finite lives are assessed for impairment
whenever there is an indication that the intangible asset may
be impaired.
Intangible assets with an indefinite useful life are tested for
impairment annually, or more frequently if events or changes
in circumstances indicate that the carrying value is impaired.
An impairment loss is recognised if the carrying amount of
an asset or its related cash-generating unit (CGU) exceeds its
recoverable amount.
The recoverable amount of an asset or CGU is the greater
of its own 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.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
11.
INTANGIBLE ASSETS (CONTINUED)
Impairment (continued)
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 CGU’s. Subject to an operating segment
ceiling test, CGU’s to which goodwill has been allocated are
aggregated so that the level at which impairment is tested
reflects the lowest level at which goodwill is monitored for
internal reporting purposes. Goodwill acquired in a business
combination is allocated to groups of CGU’s that are
expected to benefit from the synergies of the combination.
Impairment losses are recognised in profit or loss. Impairment
losses recognised in respect of CGU’s are allocated first to
reduce the carrying amount of any goodwill allocated to the
CGU (or group of CGU’s), and then to reduce the carrying
amounts of the other assets in the CGU (or group of CGU’s)
on a pro rata basis.
An impairment loss in respect of goodwill is not reversed.
For other assets, 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.
Carrying value of brand names and goodwill for each cash
generating unit
In thousands of AUD
2024
2023
Water Solutions
414,856
414,823
Impairment testing for brand names and goodwill
The recoverable amounts of Water Solutions’ brand names
and goodwill were assessed as at 30 June 2024 based on
internal value in use calculations and no impairment was
identified (2023: nil).
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 names and goodwill are attached
and was based on the following assumptions:
•
Cash flows were projected based on actual operating
results and business plans of the business unit, with
projected cash flows to five years before a terminal value
was calculated;
•
Management used a constant growth rate of 1.8% (2023:
2.3%) in calculating the terminal value, which does not
exceed the long-term average growth rate for the industry;
•
A post-tax discount rate of 8.9% was used (2023: 9.7%).
Key assumptions include management’s forecast of
construction market activity, market share and economic
conditions (e.g. inflationary impacts to product costs).
The values assigned to the key assumptions represent
management’s assessment of future trends in the Water
Solutions industry and are based on both external sources
and internal sources (historical data).
The recoverable amount of the CGU exceeds its carrying
value as at 30 June 2024 and there are no reasonably
possible changes in any of the key assumptions that would
cause the CGU’s recoverable amount to be less than its
carrying amount.
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
12.
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
In thousands of AUD
2024
2023
For the year ended 30 June
Right-of-use assets
Balance as at 1 July
42,303
49,969
Additions to right-of-use assets
3,609
4,058
Depreciation for the period
(12,054)
(11,801)
Exchange rate movements
255
77
Balance as at 30 June
34,113
42,303
Lease liabilities
Balance as at 1 July
(53,473)
(60,969)
Additions to lease liabilities
(3,459)
(3,499)
Accretion of interest
(1,859)
(2,150)
Payments made
13,869
13,372
Exchange rate movements
(170)
(227)
Balance as at 30 June
(45,092)
(53,473)
Current lease liabilities
(11,932)
(11,709)
Non-current lease liabilities
(33,160)
(41,764)
(45,092)
(53,473)
The following table sets out the maturity analysis of lease payments showing the undiscounted lease payments to be made
after the reporting date (and therefore differs from the carrying amount of lease liabilities).
In thousands of AUD
2024
2023
Less than one year
13,483
13,517
One to two years
11,603
11,830
Two to five years
21,995
26,565
More than five years
1,874
6,886
Total
48,955
58,798
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
12.
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONTINUED)
Recognition and measurement
The consolidated entity enters into non-cancellable lease contracts, largely for the use of office and warehouse facilities.
The leases typically run for a period of three to ten years.
The consolidated entity recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability, adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred, and an estimate for site
restoration, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from commencement date to the end of
the lease term, unless the lease transfers ownership of the underlying asset to the consolidated entity by the end of the lease
term or the cost of the right-of-use asset reflects that the consolidated entity will exercise a purchase option. In that case the
right-of-use asset will be depreciated over the useful life of the underlying asset. The right-of-use asset is also adjusted for
certain remeasurements of the lease liability, and for any impairment losses recognised.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the consolidated entity’s incremental borrowing rate (adjusted to reflect the lease terms, for example, the
lease period). The consolidated entity assesses whether it is reasonably certain to exercise the extension options (contracts
typically have 3 to 6 years extension options), and if so, includes the option period into the calculation of the lease liability.
The lease liability is remeasured when there is a change in future payments arising from a change in an index or rate, or if there
is a changed assessment as to whether it will exercise an extension option.
The consolidated entity has elected not to recognise right-of-use assets and lease liabilities for leases of low value and/or those
that are short term.
The principal component of leased payments forms part of financing cash flows, and the interest component forms part of
operating cash flows in the statement of cash flows.
In thousands of AUD
2024
2023
For the year ended 30 June
Amounts recognised in the profit or loss statement
Interest on lease liabilities
1,859
2,150
Depreciation of right-of-use assets
12,054
11,801
Payments made for low value leases
555
743
14,468
14,694
Amounts recognised in the statement of cash flows
Payments of lease liability principal
(12,010)
(11,222)
Payments of lease liability interest
(1,859)
(2,150)
(13,869)
(13,372)
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
13.
TRADE AND OTHER PAYABLES
In thousands of AUD
2024
2023
Current
Trade payables and accrued expenses
56,444
45,574
Non-current
Trade payables and accrued expenses
144
211
Trade and other payables are initially measured at fair value and subsequently at their amortised cost.
The consolidated entity’s exposure to currency risk and liquidity risk related to trade and other payables are disclosed
in Note 18.
14
EMPLOYEE BENEFITS
In thousands of AUD
2024
2023
Current
Liability for annual leave
4,464
4,422
Liability for long service leave
1,142
1,073
5,606
5,495
Non-current
Liability for long service leave
4,566
4,297
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected
to be paid if the consolidated entity has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
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 benefit 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 using market yields at the reporting date on corporate bonds with terms to maturity that match, as closely
as possible, the estimated future cash outflows.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION III: ASSETS AND LIABILITIES (CONTINUED)
15.
PROVISIONS
In thousands of AUD
Warranties
Restructuring
Site restoration
Other
Total
Balance at 1 July 2023
3,685
733
5,101
404
9,923
Provisions made
154
409
264
—
827
Provisions utilised
(176)
(612)
(1,021)
(14)
(1,823)
Exchange rate differences
103
(5)
—
—
98
Balance at 30 June 2024
3,766
525
4,344
390
9,025
Current
1,757
525
(33)
27
2,276
Non-current
2,009
—
4,377
363
6,749
3,766
525
4,344
390
9,025
Recognition and Measurement
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.
Warranties
The provision for warranties relates to future warranty expenses on products sold during the current and previous financial
years. A provision for warranties is recognised when the underlying products or services are sold. The provision is based on
estimates made from historical warranty data and a weighting of all possible outcomes against their associated probabilities.
Restructuring
The restructuring provision relates to the estimated costs of redundancies, site closures and product rationalisation related to
business 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.
Site restoration
A provision for restoration in respect of leased premises is recognised when the obligation to restore arises. The provision is the
best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. Future
restoration obligations are reviewed annually and any changes are reflected in the present value of the provision at the end of
the reporting period. The unwinding of the effect of discounting on the provision is recognised as a finance cost.
SECTION IV. FUNDING AND RISK MANAGEMENT
16.
LOANS AND BORROWINGS
This note provides information about the contractual terms of the consolidated entity’s 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, refer to Note 18.
In thousands of AUD
2024
2023
Current — unsecured bilateral loan facilities
35,000
35,000
Non-current — unsecured syndicated loan facilities
102,721
124,092
137,721
159,092
Facilities available
Unsecured loan facilities
220,000
220,000
Bank guarantees and standby letters of credit
5,343
7,343
225,343
227,343
Facilities utilised at reporting date
Unsecured loan facilities
137,721
159,092
Bank guarantees and standby letters of credit
1,291
1,373
139,012
160,465
Facilities not utilised at reporting date
Unsecured loan facilities
82,279
60,908
Bank guarantees and standby letters of credit
4,052
5,970
86,331
66,878
Recognition and Measurement
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 using the effective interest rate (EIR) method.
The EIR amortisation is included as finance costs in profit or loss.
Unsecured loan facilities
On 2 November 2023 the consolidated entity successfully completed the refinance of its syndicated banking facility. The facility
comprises a single three year multicurrency revolving facility of $180,000,000 which matures in October 2026.
On 9 October 2023, the consolidated entity extended its one year multicurrency revolving bilateral facility of
$40,000,000 which now matures in October 2024.
The consolidated entity has unsecured bank loans of $137,721,000 drawn as at 30 June 2024 (30 June 2023: $159,092,000).
The notional amount of the interest-bearing loans is deemed to reflect the fair value. The facilities were drawn in the
following currencies.
In thousands of
2024
2023
AUD
132,000
135,000
NZD
—
20,000
GBP
3,000
3,000
The loan bears interest at market rates and interest is typically payable every 30 to 90 days. The consolidated entity partially
hedges its exposure to variable interest rates through interest rate swap transactions (refer Note 18(d)).
Bank guarantee and standby letter of credit facilities
The bank guarantee and standby letter of credit facilities are committed facilities available to be drawn down under the facility
agreement. The limits are specified in the facility agreement.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
17.
SHARE CAPITAL AND RESERVES
Share capital
Ordinary shares
Number of shares
(In thousands)
AUD
(In thousands)
2024
2023
2024
2023
On issue at 1 July — fully paid
265,205
265,205
311,294
311,294
On issue at 30 June — fully paid
265,205
265,205
311,294
311,294
Ordinary Shares
Ordinary shares are classified as equity. Incremental costs (transaction costs) directly attributable to the issue of ordinary
shares are recognised as a deduction from equity, net of any tax effects.
The Company has neither 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.
In thousands of AUD — Net of tax
2024
2023
Opening balance at 1 July
4,164
8,233
Reclassed to P&L
1,066
5,220
Change in fair value
(3,679)
(9,289)
Closing balance at 30 June
1,551
4,164
Equity compensation reserve
The equity compensation reserve represents the fair value of the cumulative net charges of performance rights granted
(refer Note 19).
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
17.
SHARE CAPITAL AND RESERVES (CONTINUED)
Dividends
Dividends recognised in the current year are:
Dividends paid
Costs per share
(In cents)
Total amount
(In thousands of AUD)
Franked
Date of Payment
2024
Interim 2024 ordinary
7.0
18,564
100%
5th March 2024
Final 2023 ordinary
7.0
18,564
100%
5th September 2023
Total amount
14.0
37,128
2023
Interim 2023 ordinary
6.0
15,912
100%
7th March 2023
Final 2022 ordinary
8.0
21,216
100%
6th September 2022
Total amount
14.0
37,128
Dividends are recognised as a liability in the period in which they are declared. Franked dividends declared or paid during the
year were franked at the tax rate of 30%.
After the balance date the following dividends were determined by the directors. These will be paid out of the parent entity’s
retained earnings in accordance with the Corporations Act 2001. The dividends have not been provided for as at the balance
date. The determination and payment of the dividend has no income tax consequences.
Dividends declared
Costs per share
(In cents)
Total amount
(In thousands of AUD)
Franked
Date of Payment
Final 2024 ordinary
8.0
21,216
100%
6th September 2024
The financial effect of these dividends has not been brought to account in the financial statements for the financial year ended
30 June 2024 and will be recognised in subsequent financial reports.
Dividend franking account
The Company
In thousands of AUD
2024
2023
30 per cent franking credits available to shareholders of GWA Group Limited for
subsequent financial years (i.e. prior to payment of final 2024 ordinary dividend.)
16,391
12,907
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 above franking account balance will decrease following the payment of the final dividend determined subsequent
to balance date.
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70
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
(a)
Policies
Exposure to credit, interest rate and currency risks arise in the normal course of the consolidated entity’s business. Derivative
financial instruments are used to hedge exposures 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 Finance Risk Committee, which is responsible for developing and monitoring risk management policies.
Risk management policies are established to identify and analyse the risk 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 Audit and Risk 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 Audit and Risk Committee is assisted in its oversight role by the Internal Audit function. The Internal Audit function
conducts both regular and ad hoc reviews of risk management controls and procedures. The results of the reviews are reported
to the Audit and Risk 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 value by monitoring the performance of the consolidated entity by reference to
earnings growth and the return on funds employed. The Board defines return on funds employed as operating profit (earnings
before interest and tax) divided by net assets after adding back net debt and net AASB 16 Leases balances.
There were no changes to the Board’s approach to capital management during the year.
Derivative financial instruments
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.
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.
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(a)
Policies (continued)
Derivative financial instruments (continued)
Hedging
The consolidated entity holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and
risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as
the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value
through profit or loss.
On initial designation of the derivative as the hedging instrument, the consolidated entity formally documents the relationship
between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the
hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging
relationship. The consolidated entity makes an assessment, both at the inception of the hedge relationship as well as on an
ongoing basis, whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value
or cash flows of the hedged items. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to
occur and should present an exposure to variation in cash flows that could ultimately affect reported profit or loss.
Derivatives are recognised initially at fair value and attributable transaction costs are recognised in profit or loss as
incurred. Subsequent to initial recognition, derivatives are measured at fair value and changes therein are accounted for as
described below.
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular
risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the
effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in
the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in
profit or loss.
When the hedged item is a non-financial asset, the amount recognised in equity is included in the carrying amount of the
asset when the asset is recognised. In other cases the amount accumulated in equity is reclassified to profit or loss in the same
period as the hedged item affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting,
expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively.
If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified to profit or loss.
Changes in the fair value of separable embedded derivatives are recognised immediately in profit or loss.
When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting, all changes
in its fair value are recognised immediately in profit or loss.
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.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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GWA GROUP LIMITED | 2024 ANNUAL REPORT
72
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(b)
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 some customers requiring credit and credit insurance is utilised. 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. To date, recent economic uncertainties driven by global events (e.g. inflation) have not led to any material
losses in respect of trade receivables.
Transactions involving derivative financial instruments are with counterparties with sound credit ratings. Given their sound
credit ratings, management does not expect any counterparty to fail to meet its obligations.
The consolidated entity has four major customers which comprise 63% of the trade receivables carrying amount as at 30 June
2024 (2023: four customers comprising 61% of trade receivables).
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
2024
2023
Cash and cash equivalents
42,008
43,443
Net trade receivables
47,052
59,701
Other receivables
310
757
89,370
103,901
The ageing of gross trade receivables for the consolidated entity at balance date was as follows:
In thousands of AUD
2024
2023
Not yet due
49,395
53,450
Past due 0–30 days
19,916
20,300
Past due 31–60 days
429
78
Past due 61–120 days
11
1,067
Past due 120+ days
162
3,525
Less accrued rebates
(22,551)
(18,358)
47,362
60,062
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
2024
2023
Balance at 1 July
(361)
(43)
Impairment losses recognised
—
(339)
Provisions (made)/used during the year
(220)
21
Balance at 30 June
(581)
(361)
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(c)
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 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.
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
Carrying
amount
Contractual
cash flows
0 — 6
months
6 — 12
months
1 — 2
years
2 — 5
years
5+
years
2024
Non-derivatives
financial liabilities
Unsecured cash advance facilities
(137,721)
(57,116)
(40,529)
(5,529)
(11,058)
—
—
Trade and other payables
(56,588)
(57,092)
(56,858)
—
(117)
(117)
—
Lease liabilities
(45,092)
(48,954)
(6,741)
(6,741)
(11,603)
(21,995)
(1,874)
Derivative financial instruments
Interest rate swaps used for
hedging (net)
2,936
2,936
698
697
519
1,021
—
Forward exchange contracts
used for hedging (net)
(475)
(475)
(405)
(70)
—
—
—
Total at 30 June 2024
(236,940)
(160,701)
(103,835)
(11,643)
(22,259)
(21,091)
(1,874)
2023
Non-derivatives
financial liabilities
Unsecured cash advance facilities
(159,092)
(218,003)
(40,034)
(5,034)
(172,935)
—
—
Trade and other payables
(45,785)
(46,289)
(45,938)
—
(117)
(234)
—
Lease liabilities
(53,473)
(58,798)
(6,758)
(6,759)
(11,830)
(26,565)
(6,886)
Derivative financial instruments
Interest rate swaps used for
hedging (net)
5,691
5,906
1,448
1,147
1,461
1,850
—
Forward exchange contracts
used for hedging (net)
206
206
174
32
—
—
—
Total at 30 June 2023
(252,453)
(316,978)
(91,108)
(10,614)
(183,421)
(24,949)
(6,886)
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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74
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(d)
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 Finance Risk Committee.
(i)
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 in Australia, New Zealand
and the United Kingdom.
The consolidated entity adopts a policy of ensuring that its exposure to changes in interest rates on borrowings is reduced
(typically to less than 50% for the next two year period). Interest rate swaps, denominated in Australian dollars and New
Zealand dollars, have been entered into to achieve an appropriate mix of fixed and floating rate exposure.
As at 30 June 2024, the consolidated entity had interest rate swaps in operation with a notional contract amount of
$75,000,000 (2023: $118,377,000). These swaps have fixed rates ranging from 1.02% to 3.15% (2023: 0.43% to 2.74%) and
mature over the next three years.
The consolidated entity classifies interest rate swaps as cash flow hedges and states them at fair value.
The net fair value of swaps as at 30 June 2024 of $2,936,000 was recognised as a fair value derivative asset (2023:
$5,691,000 asset). No hedge ineffectiveness was recognised, and therefore the full movement in the value of the hedging
instrument was recognised in Other Comprehensive Income.
Profile
At balance date the consolidated entity’s interest bearing financial instruments were:
In thousands of AUD
2024
Notional
value
2024
Carrying
amount
2023
Notional
value
2023
Carrying
amount
Variable rate financial instruments
Unsecured cash advance facilities
(137,721)
(137,721)
(159,092)
(159,092)
Cash
42,008
42,008
43,443
43,443
(95,713)
(95,713)
(115,649)
(115,649)
Fixed rate financial instruments
Interest rate swap derivatives
75,000
2,936
118,377
5,691
Total
(20,713)
(92,777)
2,728
(109,958)
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(d)
Market risk (continued)
(i)
Interest rate risk (continued)
Sensitivity analysis
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings affected, after the impact of hedge accounting, with all other variables held constant.
The impact on the consolidated entity’s profit is affected through the impact on floating rate borrowings and derivatives. The
impact on the consolidated entity’s other comprehensive income (‘OCI’) is due to changes in the fair value of interest rate swap
contracts designated as cash flow hedges.
The assumed movement in basis points for the interest rate sensitivity analysis is considered reasonably possible given
the market forecasts available at the reporting date and the current economic environment in which the consolidated
entity operates.
In thousands of AUD — Higher/(Lower)
2024
Post Tax Profit
2024
OCI(i)
2023
Post Tax Profit
2023
OCI(i)
AUD denominated loans
+50 basis points (2023: +50 basis points)
797
552
(21)
711
-50 basis points (2023: -50 basis points)
(797)
(552)
21
(711)
NZD denominated loans
+50 basis points (2023: +50 basis points)
—
—
(32)
160
-50 basis points (2023: -50 basis points)
—
—
32
(54)
GBP denominated loans
+50 basis points (2023: +50 basis points)
(20)
—
(20)
—
-50 basis points (2023: -50 basis points)
20
—
20
—
(i)
Other Comprehensive Income: cash flow hedges, net of tax
(ii)
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. The currencies giving rise to this
risk are primarily USD and RMB.
The consolidated entity hedges its foreign currency exposure in respect of forecasted sales and purchases by entering
into forward exchange contracts (typically for at least 50% for the next six months). The forward exchange contracts have
maturities of up to 12 months after the balance date.
Forward exposure for the 12 months after the balance date
covered by forward exchange contracts
2024
2023
AUD:USD
41%
47%
AUD:RMB
55%
54%
GBP:USD
37%
77%
NZD:AUD
60%
71%
The consolidated entity classifies forward exchange contracts as cash flow hedges and states them at fair value. The net fair
value of contracts as at 30 June 2024 of $475,000 was recognised as a fair value derivative liability (2023: $206,000 asset).
No hedge ineffectiveness was recognised, and therefore the full movement in the value of the hedging instrument was
recognised in Other Comprehensive Income.
The consolidated entity is also exposed to foreign currency risk on retranslation of the financial statements of foreign
subsidiaries into AUD. The currencies giving rise to this risk are NZD, GBP and RMB. The consolidated entity hedges this
exposure by holding net borrowings in foreign currencies and designates these as net investment hedges.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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GWA GROUP LIMITED | 2024 ANNUAL REPORT
76
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(d)
Market risk (continued)
Foreign currency risk (continued)
Sensitivity analysis
The following table demonstrates the impact of reasonably possible exchange rate movements with all other variables held
constant. However, 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 on the consolidated entity’s other comprehensive income (‘OCI’) is due to changes in the fair value of forward
exchange contracts designated as cash flow hedges, as well as from changes in the net borrowings in foreign currencies
designated as net investment hedges (these movements will offset the translation of the financial statements foreign
subsidiaries into AUD).
The assumed movement in exchange rates for the sensitivity analysis is considered reasonably possible given the market
forecasts available at the reporting date and the current economic environment in which the consolidated entity operates.
The impact on foreign currency monetary assets and liabilities not designated as cash flow hedges are not material.
In thousands of AUD — Higher/(Lower)
2024
2023
USD
10% increase in USD:AUD — OCI (cash flow hedges, net of tax)
(2023: 10% increase in USD:AUD)
1,803
5,030
10% decrease in USD:AUD — OCI (cash flow hedges, net of tax)
(2023: 10% decrease in USD:AUD)
(1,475)
(4,116)
10% increase in USD:GBP — OCI (cash flow hedges, net of tax)
(2023: 10% increase in USD:GBP)
382
1,605
10% decrease in USD:GBP — OCI (cash flow hedges, net of tax)
(2023: 10% decrease in USD:GBP)
(276)
(1,313)
RMB
10% increase in RMB:AUD — OCI (cash flow hedges, net of tax)
(2023: 10% increase in RMB:AUD)
1,542
3,949
10% decrease in RMB:AUD — OCI (cash flow hedges, net of tax)
(2023: 10% decrease in RMB:AUD)
(1,261)
(3,231)
NZD
10% increase in NZD:AUD — OCI (cash flow hedges, net of tax)
(2023: 10% increase in NZD:AUD)
572
1,515
10% decrease in NZD:AUD — OCI (cash flow hedges, net of tax)
(2023: 10% decrease in NZD:AUD)
(468)
(1,852)
10% increase in NZD:AUD — OCI (net investment hedge, net of tax)
(2023: 10% increase in NZD:AUD)
—
(1,429)
10% decrease in NZD:AUD — OCI (net investment hedge, net of tax)
(2023: 10% decrease in NZD:AUD)
—
1,169
GBP
10% increase in GBP:AUD — OCI (net investment hedge, net of tax)
(2023: 10% increase in GBP:AUD)
(445)
(444)
10% decrease in GBP:AUD — OCI (net investment hedge, net of tax)
(2023: 10% decrease in GBP:AUD)
364
364
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(e)
Fair values
The carrying value of financial assets and liabilities as at 30 June 2024 equalled fair value (30 June 2023: equalled fair value).
The fair values of financial instruments were estimated using the following methods and assumptions.
(i)
Derivatives
Forward exchange contracts are marked to market by discounting the contractual forward price and deducting the current
spot rate. For interest rate swaps broker quotes are obtained. These quotes are back tested using discounted cash flow
techniques. Where discounted cash flow techniques are used, estimated future cash flows are based on management’s best
estimates and the discount rate is a market related rate for a similar instrument at the balance sheet date. Where other pricing
models are used, inputs are based on market related data at the balance sheet date.
(ii)
Loans and borrowings
Interest-bearing loans bear interest at market rates. Accordingly, the notional amount of the interest-bearing loans is deemed
to reflect the fair value.
(iii)
Trade and other receivables/payables
All current receivables/payables are either repayable within twelve months or repayable on demand. Non-current payables
relate to a supplier contractual obligation. Accordingly, the notional amount is deemed to reflect the fair value.
(iv)
Financial asset at fair value
The investment in an unlisted company is accounted as a financial asset at fair value through other comprehensive income
(‘FVOCI’) following an irrevocable decision made at initial recognition. The fair value of the financial asset is based on the equity
price established in the most recent round of equity financing or an independent valuation with consideration of any other key
changes in the investment which requires a level of judgement, with the changes in the fair value being recognised in OCI.
(v)
Interest rates used for determining fair value
The consolidated entity uses the government yield curve as at the balance date plus an adequate constant credit spread to
discount financial instruments. The interest rates used are as follows:
2024
2023
Derivatives
4.3%–4.5%
3.3%–4.9%
Loans and borrowings denominated in AUD
6.1%–6.3%
4.7%–4.9%
Loans and borrowings denominated in NZD
0%–0%
5.1%–5.3%
Loans and borrowings denominated in GBP
7%–7.2%
4.4%–4.6%
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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GWA GROUP LIMITED | 2024 ANNUAL REPORT
78
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION IV. FUNDING AND RISK MANAGEMENT (CONTINUED)
18.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
(e)
Fair values (continued)
(vi)
Fair value hierarchy
The consolidated entity recognises the fair value of its financial instruments and financial asset at fair value using the level 2
and level 3 valuation methods respectively. 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
Level 1
Level 2
Level 3
Total
30 June 2024
Forward contracts used for hedging
—
(475)
—
(475)
Interest rate swaps used for hedging
—
2,936
—
2,936
Investment in unlisted entity
—
—
—
—
—
2,461
—
2,461
30 June 2023
Forward contracts used for hedging
—
206
—
206
Interest rate swaps used for hedging
—
5,691
—
5,691
Investment in unlisted entity
—
—
520
520
—
5,897
520
6,417
SECTION V. OTHER INFORMATION
19.
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), subject to meeting certain financial performance hurdles and the holder remaining in employment with
the Company until the nominated vesting date.
The performance hurdles in relation to performance rights granted to the 2024, 2023 and 2022 financial years are subject to
financial performance conditions which measure growth in Earnings Per Share (EPS) and/or Total Shareholder Return (TSR)
compared to a peer group of companies. The performance hurdles are challenging but achievable and focus 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. 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.
For performance rights granted to executives for the 2024, 2023 and 2022 financial year, the performance hurdles and vesting
proportions for the TSR performance measure are outlined in the table below.
TSR of GWA Group Limited relative to TSRs of Comparator Companies
Proportion of Performance Rights to Vest if TSR hurdle is met
Less than the 50th percentile
0%
50th percentile
25%
Between the 50th percentile and 75th percentile
Straight line vesting between 25% and 100%
75th percentile or higher
100%
For the performance rights granted to executives for the 2024 financial year, the performance hurdles and vesting conditions
for the EPS performance measures are outlined in the tables below.
GWA Group Limited EPS (CAGR Over 3-Year Performance Period)
Proportion of Performance Rights to Vest if EPS hurdle is met
Less than 5%
0%
Equal to 5%
25%
Between 5 and 10%
Straight line vesting between 25% and 100%
10% and higher
100%
RECOGNITION AND MEASUREMENT
The grant date fair value of performance rights granted to employees is recognised as a personnel expense, with a
corresponding increase in equity (equity compensation reserve), evenly over the specified three year 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 meet the related service and non-market performance conditions at the vesting date. For share-based
payment awards with market based 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.
FAIR VALUE
During the year 1,746,979 performance rights were granted to employees (2023: 1,514,330) at a weighted average fair value of
$0.82 (TSR) (2023: $1.20 (TSR)).
The fair value of the performance rights granted subject to the TSR hurdle for vesting was determined by using a Monte Carlo
simulation. When determining the fair values it was assumed the Company would have a dividend yield of 7.65%, the risk free
rate was 4.38% and annualised share price volatility was 32% for the Company and its comparator companies listed for the
TSR hurdle.
The amount recognised as personnel expenses (Note 3(e)) in the current financial year was a $545,841 (2023: $69,029) debit.
For further details of the Long Term Incentive (Equity) Plan, refer to the Remuneration Report section of the Directors’ Report.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
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80
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION V. OTHER INFORMATION (CONTINUED)
19.
SHARE-BASED PAYMENTS (CONTINUED)
Grant date
Expiry date
Balance at
beginning of
the year
Granted
during
the year
Vested
during
the year
Forfeited/
Lapsed during
the year
Balance at end
of the year
In number of performance rights
2024
7/12/2020
30/06/2023
290,998
—
—
(290,998)
—
6/12/2021
30/06/2024
1,059,676
—
—
—
1,059,676
28/10/2022
30/06/2025
1,514,330
—
—
(19,213)
1,495,117
28/10/2023
30/06/2026
—
1,746,979
—
—
1,746,979
2,865,004
1,746,979
—
(310,211)
4,301,772
2023
14/02/2020
30/06/2022
383,820
—
—
(383,820)
—
7/12/2020
30/06/2023
361,313
—
—
(70,315)
290,998
6/12/2021
30/06/2024
1,189,330
—
—
(129,654)
1,059,676
28/10/2022
30/06/2025
—
1,514,330
—
—
1,514,330
1,934,463
1,514,330
—
(583,789)
2,865,004
SECTION V. OTHER INFORMATION (CONTINUED)
20. RELATED PARTIES
KEY MANAGEMENT PERSONNEL COMPENSATION
The key management personnel compensation included in personnel expenses (Note 3(e)) are as follows:
In AUD
2024
2023
Short-term employee benefits
7,322,264
4,652,420
Post-employment benefits
292,298
312,556
Share-based payments
886,909
508,410
Other long term employee benefits
38,980
27,951
8,540,451
5,501,337
Information regarding individual key management personnel compensation is provided in the Remuneration Report section of
the Directors’ Report.
21.
AUDITOR’S REMUNERATION
In AUD
2024
2023
The auditor of GWA Group Limited is KPMG Australia.
Audit services
KPMG Australia:
Audit and review of financial reports
375,100
360,700
Other assurance services
10,000
17,000
Overseas KPMG firms:
Audit of financial reports
39,000
39,200
424,100
416,900
Overseas auditors (non KPMG):
Audit and review of financial statements
49,743
54,000
49,743
54,000
Total audit services
473,843
470,900
Other services
KPMG Australia:
Other services(i)
—
56,937
Total other services
—
56,937
(i) In FY23, KPMG performed one-off marketing benchmarking services for GWA Group. No further services were provided in FY24.
22. COMMITMENTS
Expenditure commitments for software, plant and equipment purchases and major projects contracted but not provided for
are payable as follows:
In thousands of AUD
2024
2023
Less than one year
1,668
2,268
Between one and five years
—
276
1,668
2,544
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION V. OTHER INFORMATION (CONTINUED)
23.
CONSOLIDATED ENTITIES
Parties to cross
guarantee
Country of
incorporation
Ownership Interest
2024
2023
Parent entity
GWA Group Limited
Y
Australia
Subsidiaries
Caroma Holdings Limited
Y
Australia
100%
100%
Caroma Industries Limited
Y
Australia
100%
100%
Caroma International Pty Ltd
N
Australia
100%
100%
Caroma Singapore Pte Ltd
N
Singapore
100%
100%
Deva Tap Company Ltd
N
United Kingdom
100%
100%
GWA Finance Pty Limited
Y
Australia
100%
100%
GWA Group Holdings Limited
Y
Australia
100%
100%
GWA Group Holdings (NZ) Limited
N
New Zealand
100%
100%
GWA Group (NZ) Limited
N
New Zealand
100%
100%
GWA Trading (Shanghai) Co Ltd
N
China
100%
100%
Methven Australia Pty Limited
Y
Australia
100%
100%
Methven ROI Limited
N
Ireland
100%
100%
Methven UK Limited
N
United Kingdom
100%
100%
Sebel Furniture Holdings Pty Ltd
N
Australia
100%
100%
24. 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
23 are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and
Directors’ reports.
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 profit or loss and other 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, as at 30 June 2024, is set out in the table below.
SUMMARISED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
In thousands of AUD — For the year ended 30 June
2024
2023
Sales revenue
342,263
336,355
Cost of sales
(196,338)
(198,885)
Gross profit
145,925
137,470
Operating expenses
(163,665)
(69,520)
Finance income
1,396
666
Finance expenses
(4,945)
(5,014)
(Loss)/Profit before tax
(21,289)
63,602
Tax benefit/(expense)
5,896
(17,920)
(Loss)/Profit from continuing operations, net of tax
(15,393)
45,682
Net (loss)/profit
(15,393)
45,682
Other comprehensive (loss)/income, net of tax
(2,790)
(3,582)
Total comprehensive (loss)/income, net of tax
(18,183)
42,100
SECTION V. OTHER INFORMATION (CONTINUED)
24. DEED OF CROSS GUARANTEE (CONTINUED)
STATEMENT OF FINANCIAL POSITION
As at 30 June
2024
2023
In thousands of AUD
Assets
Cash and cash equivalents
33,559
35,746
Trade and other receivables
38,205
49,819
Inventories
78,566
63,939
Derivative financial instruments
—
206
Other
3,686
3,102
Total current assets
154,016
152,812
Investments
376,895
466,895
Intercompany receivable
32,360
35,505
Derivative financial instruments
2,403
5,873
Property, plant and equipment
10,713
11,645
Intangible assets
388,112
388,600
Right of use assets
29,441
36,242
Total non-current assets
839,924
944,760
Total assets
993,940
1,097,572
Liabilities
Trade and other payables
39,537
34,603
Loans and borrowings
35,000
35,000
Employee benefits
4,463
4,194
Income tax payable
4,602
3,566
Lease liabilities
11,842
11,866
Provisions
1,893
3,479
Total current liabilities
97,337
92,708
Deferred tax liabilities
63,031
88,548
Loans and borrowings
102,721
124,092
Lease liabilities
28,290
35,245
Employee benefits
4,883
4,782
Provisions
4,390
4,144
Total non-current liabilities
203,315
256,811
Total liabilities
300,652
349,519
Net assets
693,288
748,053
Equity
Issued capital
311,294
311,294
Reserves
3,407
5,651
Retained earnings
378,587
431,108
Total equity
693,288
748,053
Retained earnings at beginning of the year
431,108
422,554
Net (loss)/profit
(15,393)
45,682
Dividends paid during the year
(37,128)
(37,128)
Retained earnings at end of the year
378,587
431,108
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
GWA Group Limited and its controlled entities
GWA Group Limited and its controlled entities
SECTION V. OTHER INFORMATION (CONTINUED)
25.
PARENT ENTITY DISCLOSURES
As at, and throughout, the financial year ended 30 June 2024 the parent company of the consolidated entity was GWA
Group Limited.
In thousands of AUD
2024
2023
Results of the parent entity
Loss for the year
(69,209)
(4,663)
Total comprehensive loss for the year
(69,209)
(4,663)
Financial position of the parent entity
Current assets
2,281
1,836
Total assets
801,400
907,254
Current liabilities
405
468
Total liabilities
421,930
421,989
Equity of the parent entity
Share capital
311,294
311,294
Equity compensation reserve
1,942
1,397
Retained earnings
66,234
172,574
Total equity
379,470
485,265
PARENT ENTITY CONTINGENCIES
The directors are of the opinion that provisions are not required in respect of these matters below, 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 (2023: $nil).
Capital expenditure commitments
The parent entity has not entered into contractual commitments on behalf of wholly-owned subsidiaries for the acquisition of
property, plant or equipment as at reporting date (2023: $nil).
Parent entity guarantees
The parent entity in the ordinary course of business has guaranteed the performance of certain contractual commitments
entered into by 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. Further details of
the Deed of Cross Guarantee and the subsidiaries subject to the Deed are disclosed in Notes 23 and 24.
26.
SUBSEQUENT EVENTS
On 19 August 2024, the Group declared a fully franked dividend of 8.0 cents per share to shareholders totalling approximately
$21.2 million.
Other than as disclosed above, to the Directors’ best knowledge, there are no events that have arisen subsequent to 30 June
2024 that will, or may, significantly affect the operation or results of the consolidated entity.
CONSOLIDATED ENTITY
DISCLOSURE STATEMENT
Set out below is a list of entities that are consolidated in this set of Consolidated Financial Statements at the end of the
financial year.
Entity
Body corporate,
partnership
or trust
Place
incorporation
/formed
% of Share capital
held directly or
indirectly by the
Company in the
body corporate
Australian
or Foreign
resident
Jurisdiction
for Foreign
resident
2024
2023
GWA Group Limited (the Company)
Body corporate
Australia
100%
100%
Australian
N/A
Caroma Holdings Limited
Body corporate
Australia
100%
100%
Australian
N/A
Caroma Industries Limited
Body corporate
Australia
100%
100%
Australian
N/A
Caroma International Pty Ltd
Body corporate
Australia
100%
100%
Australian
N/A
Caroma Singapore Pte Ltd
Body corporate
Singapore
100%
100%
Foreign
Singapore
Deva Tap Company Ltd
Body corporate
United Kingdom
100%
100%
Foreign
United
Kingdom
GWA Finance Pty Limited
Body corporate
Australia
100%
100%
Australian
N/A
GWA Group Holdings Limited
Body corporate
Australia
100%
100%
Australian
N/A
GWA Group Holdings (NZ) Limited
Body corporate
New Zealand
100%
100%
Foreign
New
Zealand
GWA Group (NZ) Limited
Body corporate
New Zealand
100%
100%
Foreign
New
Zealand
GWA Trading (Shanghai) Co Ltd
Body corporate
China
100%
100%
Foreign
China
Methven Australia Pty Limited
Body corporate
Australia
100%
100%
Australian
N/A
Methven ROI Limited
Body corporate
Ireland
100%
100%
Foreign
Ireland
Methven UK Limited
Body corporate
United Kingdom
100%
100%
Foreign
United
Kingdom
Sebel Furniture Holdings Pty Ltd
Body corporate
Australia
100%
100%
Australian
N/A
KEY ASSUMPTIONS AND JUDGMENTS
Determination of Tax Residency
Section 295 (3A) of the Corporations Act 2001 requires that the tax residency of each entity which is included in the
Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident,
“Australian resident” has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency
involves judgement as the determination of tax residency is highly fact dependant and there are currently several different
interpretations that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretation:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of
Taxation’s public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
The consolidated entity has applied current legislation and judicial precedent in determination of foreign tax residency. Where
necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax
residency to ensure applicable foreign tax legislation has been complied with.
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GWA Group Limited and its controlled entities
DIRECTORS’
DECLARATION
In the opinion of the directors of GWA Group Limited (the Company):
1. The consolidated financial statements and notes, and the Remuneration Report in the Directors’ Report, are in accordance
with the Corporations Act 2001 including:
a) giving a true and fair view of the financial position of the consolidated entity as at 30 June 2024 and of its performance
for the year ended on that date; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001;
2. The consolidated entity disclosure statement as at 30 June 2024 is true and correct;
3. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable;
4. There are reasonable grounds to believe that the Company and the group entities identified in Note 23 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 Corporations (wholly owned companies) Instrument 2016/785;
5. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Managing
Director and the Chief Financial Officer for the financial year ended 30 June 2024; and
6. The directors draw attention to Note 1 to the consolidated financial statements which includes a statement of compliance
with International Financial Reporting Standards (IFRS).
Dated on 19 August 2024.
Signed in accordance with a resolution of the directors:
Darryl D McDonough
Urs B Meyerhans
Director
Director
48
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Independent Auditor’s Report
To the shareholders of GWA Group Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
GWA Group Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and
fair view, including of the Group’s
financial position as at 30 June 2024 and
of its financial performance for the year
then ended, in accordance with the
Corporations Act 2001, in compliance with
Australian Accounting Standards and the
Corporations Regulations 2001.
The Financial Report comprises:
Consolidated statement of financial position as at 30
June 2024
Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of
cash flows for the year then ended
Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June
2024
Notes, including material accounting policies
Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year-end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
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Key Audit Matters
The Key Audit Matters we identified is:
Valuation of finished goods inventory
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
Valuation of finished goods inventory ($95.8m)
Refer to Note 8 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The valuation of finished goods inventory is a
key audit matter given it is a significant asset in
the financial report and the net realisable value
is impacted by the building industry cycles and
changes in consumer preferences. This
necessitated an additional audit focus on
excess and discontinued inventory SKUs (stock
keeping unit). The most significant areas of
judgement we focused on was in assessing the
Group’s:
Expected forecast demand which is based
on previous sales, as the criteria for
categorisation of inventory SKUs by risk
(ageing analysis), such as discontinued or
excess as the Group attributes different
values due to the differing provision policy
rates;
The Group’s assessment of SKU recovery
rates based on the expected selling price of
inventory; and
Provision percentages (risk weightings) by
inventory category.
Such judgements may have a significant impact
on the Group’s provision and therefore the
overall carrying value of finished goods
inventories, necessitating additional audit effort.
Our procedures included:
Obtaining an understanding of the Group’s key
processes for the valuation of finished goods
inventory (net realisable value) and the Group’s
determination of discontinued inventory;
Assessing the Group’s policies for the
valuation of finished goods inventory against
the requirements of the accounting standards
and our understanding of the business;
Attending stocktakes in significant locations
and observing the Group’s processes;
Assessing the accuracy of Group sales
forecasts by inventory SKU by comparing
forecast demand to actual sales for each
inventory SKU in the period. This informed our
evaluation of sales forecasts incorporated in
the inventory provision at 30 June 2024;
Testing the completeness of inventory SKUs
identified as discontinued or excess as follows:
Assessing the Group's identification of
excess inventory by independently
developing an expectation based on actual
sales data and comparing to the Group’s
results; and
Checking a sample of inventory SKUs to be
discontinued in the inventory provision to
sales management approval;
Comparing the estimated selling or disposal
expenses to actual selling or disposal
expenses;
Challenging the Group’s assumptions, such as
the Group’s assessment of recovery rates and
provision percentages by product category by:
Using our understanding of the Group’s
business;
Independently developing an expected
inventory valuation range by considering the
following:
Inventory in excess of demand of 5
years (for Australia) and based on
average product refresh cycle and
excess of demand of 1 year (for New
Zealand) due to the current market
condition in New Zealand;
Recovery rates achieved historically
when selling discontinued inventory. We
considered the historical quantum
recovered compared to the original cost;
Deleted range (only applicable to New
Zealand);
Overall recoveries achieved for a sample
of sales recorded below original cost;
and
Low lead inventories which are currently
in transition to be phased out by
September 2025 (for New Zealand) and
May 2026 (for Australia) respectively
based on updated lead requirements in
respective countries.
Comparing the independently developed
expected inventory valuation range to the
inventory value recorded by the Group; and
Assessing the disclosures in the financial
report using our understanding obtained
from our testing and against the
requirements of the accounting standard.
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Other Information
Other Information is financial and non-financial information in GWA Group Limited’s annual report
which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are
responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other
Information. In doing so, we consider whether the Other Information is materially inconsistent with
the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We are required to report if we conclude that there is a material misstatement of this Other
Information, and based on the work we have performed on the Other Information that we obtained
prior to the date of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
preparing the Financial Report in accordance with the Corporations Act 2001, including giving
a true and fair view of the financial position and performance of the Group, and in compliance
with Australian Accounting Standards and the Corporations Regulations 2001
implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the
financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error
assessing the Group and Company’s ability to continue as a going concern and whether the
use of the going concern basis of accounting is appropriate. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting
unless they either intend to liquidate the Group and Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our Auditor’s Report.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report
of GWA Group Limited for the year ended
30 June 2024 complies with Section 300A
of the Corporations Act 2001.
Directors’ responsibilities
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration
Report in accordance with Section 300A of the
Corporations Act 2001.
Our responsibilities
We have audited Sections 2 to 8 (excluding Section
7.1.1) of the Remuneration Report included in the
Directors’ report for the year ended 30 June 2024.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG Trent Duvall
Partner
Sydney
19 August 2024
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
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STATEMENT OF SHAREHOLDING
In accordance with the Australian Securities Exchange Listing Rules, the directors state that, as at 19 August 2024, the share
capital in the Company was held as follows:
Range
Ordinary Shareholders
Ordinary Shares
%
1–1,000
1,722
758,607
0.29
1,001–5,000
2,997
8,265,320
3.12
5,001–10,000
1,280
9,638,995
3.63
10,001–100,000
1,225
28,690,915
10.82
100,001 and over
80
217,851,276
82.14
Total
7,304
265,205,113
100.00
The number of shareholders with less than a marketable parcel of 194 shares is 534. This is calculated as the minimum
$500 parcel at $2.58 per share.
VOTING RIGHTS
The voting rights attached to shares are as set out in rule 9.20 of the Company’s Constitution. Subject to that clause, at
General Meetings of the Company:
1. On a show of hands, every person present as a member, proxy, attorney or representative of a member has one vote; and
2. On a poll, every person present as a member, proxy, attorney or representative of a member, has one vote for each fully
paid share.
SUBSTANTIAL SHAREHOLDERS
The following information is extracted from the Company’s Register of Substantial Shareholders as at 19 August 2024:
Shareholder
Number of Shares
% Shares on Issue
Perpetual Limited
43,151,751
16.27%
Spheria Asset Management Pty Ltd
20,868,321
7.87%
Mitsubishi UFJ Financial Group, Inc
16,068,873
6.06%
20 LARGEST SHAREHOLDERS AS AT 19 AUGUST 2024
Shareholder
Number of Shares
% Shares on Issue
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
66,258,891
24.98
CITICORP NOMINEES PTY LIMITED
42,034,668
15.85
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
25,531,863
9.63
HGT INVESTMENTS PTY LTD
10,000,000
3.77
KFA INVESTMENTS PTY LTD
9,200,684
3.47
JMB INVESTMENTS PTY LTD
6,884,655
2.60
MR PETER ZINN
6,186,426
2.33
ASHBERG PTY LTD
5,887,783
2.22
THEME (NO 3) PTY LTD
5,100,000
1.92
ITA INVESTMENTS PTY LTD
4,688,628
1.77
UBS NOMINEES PTY LTD
4,049,329
1.53
DABARY INVESTMENTS PTY LTD
3,178,986
1.20
CJZ INVESTMENTS PTY LTD
2,841,565
1.07
BNP PARIBAS NOMINEES PTY LTD
2,501,818
0.94
NATIONAL NOMINEES LIMITED
2,214,415
0.83
EIDDE PTY LTD
2,019,940
0.76
MR MICHAEL JOHN MCFADYEN
1,975,734
0.74
BNP PARIBAS NOMINEES PTY LTD
1,542,350
0.58
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
1,376,352
0.52
CHARAN INVESTMENTS PTY LTD
742,282
0.28
Total
204,216,369
77.00
CORPORATE GOVERNANCE STATEMENT
A copy of the Corporate Governance Statement can be found on the Company’s website at
https://www.gwagroup.com.au/corporate-governance/.
OTHER STATUTORY INFORMATION
AS AT 19 AUGUST 2024
ANNUAL GENERAL MEETING
The Annual General Meeting of GWA Group Limited will be
held at the Stamford Plaza Brisbane Hotel, Raffles Room
I and II, on the Corner of Edward and Margaret Streets,
Brisbane QLD on Monday, 4 November 2024, commencing
at 10.30am (Brisbane time). Shareholders will be mailed their
Notice of Annual General Meeting and Proxy Form during
September 2024.
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 850 505 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.investorcentre.com.
CHANGE OF ADDRESS
Shareholders who have changed their address should
immediately notify the Company’s share registry in writing
or update your details online at www.investorcentre.com.
If you are a CHESS sponsored holder and wish to change
your address, please contact your broker.
CONSOLIDATION OF SHAREHOLDINGS
Shareholders who wish to consolidate their separate
shareholdings into one holding should complete a Request
to Consolidate Holdings Form which can be downloaded
at www.investorcentre.com. If you are a CHESS sponsored
holder and wish to consolidate your holdings, please contact
your broker.
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 may notify
the Company’s share registry in writing or update their
communication preferences online at www.investorcentre.
com. Shareholders who have elected to receive the Notice of
Annual General Meeting and Proxy Form via post will receive
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 twice annually following the release of the
Company’s half and full year financial results to the market.
The latest dividend details can be found on the Company’s
website at www.gwagroup.com.au.
DIRECT CREDIT OF DIVIDENDS
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 by contacting the
Company’s share registry or can be updated online at
www.investorcentre.com.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan was suspended by the
Board in August 2021. At the present time the Company has
access to sufficient capital to meet 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 2024
30 June
Financial year end
19 August
FY24 full year results and final
dividend announcement
22 August
Ex dividend date for final dividend
23 August
Record date for determining final
dividend entitlement
6 September
Final dividend paid
27 September
Notice of Annual General Meeting and
Proxy Form mailed to shareholders
2 November
Proxy returns close 10:30am
(Brisbane time)
4 November
Annual General Meeting, 10.30am
(Brisbane time)
31 December
Half year end
SHAREHOLDER
INFORMATION
GWA GROUP LIMITED | 2024 ANNUAL REPORT
94
GWA GROUP LIMITED
Building 3B, 188 Holt Street
Pinkenba QLD 4008
AUSTRALIA
GPO Box 1411
Brisbane QLD 4001
Telephone +61 7 3109 6000
Facsimile +61 7 3852 2201
www.gwagroup.com.au
GWA BATHROOMS & KITCHENS AUSTRALIA
Caroma Industries Limited
Level 24, 100 Mount Street
North Sydney NSW 2060
AUSTRALIA
PO Box 343
Liverpool NSW 1871
Telephone +61 2 8825 4400
Facsimile +61 2 8825 4567
www.caroma.com.au
specify.caroma.com.au
www.smartcommand.com.au
www.methven.com/au
www.dorf.com.au
www.clark.com.au
www.flexispray.com.au
GWA BATHROOMS & KITCHENS NEW ZEALAND
GWA Group (NZ) Limited
41 Jomac Place
Avondale AUCKLAND 1026
NEW ZEALAND
Telephone +64 9 829 0429
www.methven.com/nz
www.caroma.co.nz
GWA BATHROOMS & KITCHENS UNITED KINGDOM
Methven UK Limited
Methven Experience Centre
3/3A Stone Cross Court
Yew Tree Way, Golborne, Warrington, WA3 3JD
UNITED KINGDOM
Telephone 0800 195 1602
www.methven.com/uk
www.deva-uk.com
HEAD OFFICE
LOCATIONS
CORPORATE
DIRECTORY
DIRECTORS
D D McDonough, Chairman
J F Mulcahy, Deputy Chairman
U B Meyerhans, Managing Director
B J M Inglis, Non-Executive Director
P M Mann, Non-Executive Director
S P Roche, Non-Executive Director
R J Thornton, Non-Executive Director
CHIEF FINANCIAL OFFICER
C L Scott, BCompt (Hons), CA (SA)
COMPANY SECRETARY
E Lagis, BBus LLB (Hons), LLM, CertGov&RiskMgt
REGISTERED OFFICE
Building 3B, 188 Holt Street
Pinkenba QLD 4008
AUSTRALIA
Telephone +61 7 3109 6000
Facsimile +61 7 3852 2201
www.gwagroup.com.au
ASX CODE
GWA
AUDITOR
KPMG
Level 38, Tower Three
International Towers Sydney
300 Barangaroo Avenue
Sydney NSW 2000
AUSTRALIA
Telephone +61 2 9335 7000
Facsimile +61 2 9335 7001
SHARE REGISTRY
Computershare Investor Services Pty Limited
Level 1, 200 Mary Street
Brisbane QLD 4000
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
The Hongkong and Shanghai Banking Corp Ltd
Commonwealth Bank of Australia
Citibank, N.A.
GWA GROUP LIMITED | 2024 ANNUAL REPORT
95
Building 3B, 188 Holt Street
Pinkenba QLD 4008
AUSTRALIA
Telephone: 61 7 3109 6000
Facsimile: 61 7 3852 2201
Website: www.gwagroup.com.au