2 Frederick Street,
Doncaster, Vic 3108 Australia
Phone +61 (3) 9840 3000
Fax +61 (3) 9840 3099
Email info@hsntech.com
www.hsntech.com
2006
Annual Report
T A K I N G T E C H N O L O G Y F U R T H E R
HANSEN TECHNOLOGIES LIMITED ABN 90 090 996 455 Company Profile
Hansen Technologies is a leading provider of billing
systems and IT outsourcing services, with customers
around the world. Hansen’s HUB billing software is used
by companies in the telecommunications, electricity, gas
and water industries and is particularly relevant to the
needs of energy companies in markets that are being
deregulated.
Hansen also provides facilities management and
outsourcing services from its purpose-built data centres
in Melbourne and Sydney as well as superannuation
administration software.
The company prides itself on long-term relationships
with its customers, many of whom have renewed their
contracts several times.
We have an experienced management team, supported
by dedicated and highly capable business and
technical experts who have extensive knowledge of
the telecommunications and energy industries. Our IT
professionals are skilled in the development and delivery
of software systems and management of large-scale,
multi-tiered projects.
Founded in 1971, Hansen has offices in Australia, the
United Kingdom and the United States and employs
more than 300 people.
2006
Annual Report
Chairman’s Report
Managing Director’s Report
Board of Directors
Directors’ Report
Financial Statements and Notes
– Consolidated income statement
– Consolidated balance sheet
page
1
2
4
6
13
14
15
– Consolidated statement of changes in equity 16
– Consolidated statement of cash flow
– Notes to the financial statements
Directors' declaration
Independent audit report
Corporate governance
ASX additional information
17
18
46
47
48
56
Notice of Annual General Meeting
The Annual General Meeting of the Company is to be held:
on Wednesday 8 November 2006 at 11.00am
at 2 Frederick Street, Doncaster, Victoria 3108
A separate Notice of Meeting and Proxy Form are included
with this report.
Chairman’s Report
Kenneth Hansen
Chairman
In the past year we have made considerable
progress with our primary objective of establishing the
company as an international provider of billing solutions
for the energy and telecommunication industries.
We have returned to profit, while also pursuing our
broader corporate objective of establishing longer term
strategic relationships with market leading customers.
Importantly, we began to derive a return from the
substantial investment we have made to adapt our
HUB billing software to meet the compelling industry
needs driven by industry restructuring and regulatory
imposed change.
As anticipated a year ago, this investment affected our
first half performance, and earnings before interest, tax,
depreciation and amortisation (EBITDA) for the first half
were $1.3 million. We expected then that the second half
would be stronger; and we confirmed this in February
2006, with a forecast that EBITDA for the full year would
exceed $3 million.
I am pleased to report that this forecast was conservative
and, following a strong second half, full year EBITDA was
$5.4 million. This resulted in a net profit of $0.7 million,
compared with a loss of $2.7 million the previous year.
No dividends were paid.
Hansen's encouraging performance in the second half,
which has continued into the new financial year, validates
our strategy to withdraw from the USA and focus on
Australia, Europe and Japan. In these targeted markets,
deregulation of the energy sector is continuing and
product convergence and structural change are emerging
in the telecommunications sector, increasing demand for
billing systems which deliver value-added functionality for
the changing market situations.
The reputation of our HUB solution in the international
market is growing. This was confirmed most recently in
August 2006 by the decision of Tesco, the UK's largest
retailer, to partner with Hansen for its brand extension
into telecommunications services.
The business of selling proprietary mission-critical
software solutions drives ongoing annuity revenues.
Likewise, our outsourcing and facilities management
business provides a solid annuity revenue base, as well
as opportunities for additional revenue from our HubFM
managed billing service.
In September 2005 we recapitalised our business
through a rights issue. Since then we have maintained a
positive working capital position, ending the year with
cash of $6.8 million, representing 4.5 cents per share.
Apart from equipment leases totalling $1.1 million, we
have no debt.
On 1 March, Geoff Tomlinson retired from the board to
reduce his professional workload. Geoff was appointed a
director in 2000 and I thank him for his substantial
contribution, both as deputy chairman of the company
and as chairman of the audit and remuneration
committees.
I am delighted that David Osborne, a director of Hansen
businesses for many years prior to the public listing in
2000, agreed to join our board on 1 March. David, a
chartered accountant, has been appointed as a member
of the audit committee.
In last year's annual report, I wrote that your board was
confident of the company's direction. Following the
achievements of the past year, this confidence has
grown. We have prestigious contracts in Europe and
Japan, while maintaining our leadership position in
Australia; and it is clear that our strategy of investing in
HUB and of focusing on these markets is right.
Substantial strategic change is taking place in our
targeted energy markets. In Australia the largest energy
retailer and energy network operator have recently
participated in a take over action which eventually resulted
in the redistribution of their respective energy interests.
The energy industry regulators in Victoria are progressing
with plans for the roll out of advanced metering solutions.
The momentum behind the utilisation of advanced
metering capability is growing on a world scale. All of
these changes will drive demand for mission-critical
systems capable of adapting to the new industry
imperatives. This potential is understood by companies in
contiguous sectors, and in the past 18 months our two
most direct competitors have been bought by larger,
more diverse groups.
We have achieved a lot in the past year. It has been
challenging for our management and staff. I would like to
thank all members of our team for their dedication and
hard work as well as our shareholders for their patience
and continuing support.
Hansen Technologies is well positioned in this
environment of strategic and industry change. We are
optimistic the coming year will be rewarding with
interesting challenges and strong opportunities.
Kenneth Hansen
Chairman
01
Managing Director’s Report
During the five years since Hansen Technologies was first listed on the Australian
Stock Exchange, our business has been transformed. Three years ago we embarked
on a deliberate strategy, which has now been substantially achieved, of repositioning
our business and reducing our risk profile while focusing our efforts into industries
undergoing considerable strategic and operational change. We are now building upon
our core competency in pursuit of sustainable profitable growth.
In 2000, we had eight revenue streams, all but two of
which were destined to decline; today we have a focused
business, with two main revenue streams and a third that
is small, but growing (see graph below). Originally 67 per
cent of our revenue came from three customers; today
these customers provide less than 1 per cent of total
revenue, and no customer accounts for more than 8 per
cent.
Some of the change was thrust upon us when a key
telecommunications customer in the USA, representing
20% of our total revenue, went into Chapter 11. At
the same time it became apparent that the difficulties
confronting the telecommunications industry
internationally were likely to threaten, for a period of time,
other revenue on which we relied.
Simultaneously the world-wide trend towards deregulation
of energy markets offered an opportunity we were
Revenue Analysis 2000 - 2006
Revenue Analysis 2000 - 2006
determined to grasp. We were already experienced in
billing for the gas industry, we expanded the industries
of application for our proprietary software to encompass
electricity, and to a lesser extent, water and developed
our functionality for the specific needs of deregulating
markets. As a consequence we have succeeded in
building a blue-chip list of Australian energy industry
customers including Alinta Gas Networks, Energy
Australia, AGL, TXU & Western Power. Billing systems are
an international market and, with Australia at the forefront
of energy deregulation, we were well placed to obtain
international credibility through winning contracts and
securing reference sites in key markets.
We identified the UK and Japan as markets where
deregulation was sufficiently advanced to offer
opportunities to Hansen, and determined to focus our
resources there and in Australia.
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27,500,000
25,000,000
22,500,000
20,000,000
17,500,000
15,000,000
12,500,000
10,000,000
7,500,000
5,000,000
2,500,000
s
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00-01
01-02
02-03
03-04
04-05
05-06
Telstra
Gas Legacy Systems
Year
HUB Billing
Superannuation
MCI
Outsourcing
Other
Andrew Hansen
Managing Director & CEO
structural change is occurring, and the introduction of
automated and advanced interval meters will require new
mission-critical systems.
We have continued to invest in research and
development to ensure HUB remains at the forefront of
technology. Capitalised expenditure, however, reduced
by $1 million to $3 million in 2005/6 as the previous
investment begins to generate return.
Our IT outsourcing and facilities management business,
Hansen Professional Services, continues to provide
a consistent revenue base. During 2005/6, Hansen
Professional Services added new services to our
outsourcing activities with a positive market response.
We also renewed for three years our long-standing
contract to provide managed services to Combined
Financial Processing, a major provider of IT services to
Australian credit unions.
Hansen's third business market is the CLASSIC
superannuation administration system, which we
developed for the superannuation fund Vision Super. The
product continues to evolve to cater for changes in the
industry, and revenue is growing strongly from a low base.
In August 2006, as part of our strategy to divest
non-core businesses, we sold the distribution and
support rights to our proprietary AssetLife software.
I would like to acknowledge the high level of
professional commitment shown by our staff in the
transformation of our business. I am convinced we are
on the right path and can assure you we have very
exciting opportunities ahead.
The achievements over the past three years in
transforming our business have been considerable. We
are generating a return from our investment in HUB and
we are now established in the international market arena.
We are well positioned in our markets. I believe we have
the products the markets want and we have the people
to deliver them. The future promises to be exciting as we
focus on our objective of sustainable profitable growth.
03
In 2004, following a rigorous selection process, we won
a significant energy sector contract for Scottish Power in
the UK to provide a billing and customer care system for
its industrial and commercial markets. The experience we
have gained through this installation has begun to attract
interest from other energy providers and is expected to
lead to additional opportunities.
Also in 2004, we appointed Toshiba Solutions
Corporation to market HUB in Japan; and the following
year Tokyo Electric Power Co. and Hokkaido Electric
Power Co. selected HUB to handle their customer and
meter data management requirements arising as a result
of the staged deregulation of the Japan energy market.
As deregulation in Japan gathers pace, these installations
will position us to secure further contracts.
Opportunities are emerging again in the
telecommunications industry, all of which will demand
new billing systems. This is especially so in the UK,
where the deregulation process is more mature than in
Australia and there is increasing convergence of fixed
line, mobile and data resellers, as well as structural
change with the separation of wholesale service
providers and resellers. The quality and flexibility of
our software and our industry knowledge have been
recognised through Hansen's selection by Cable &
Wireless to provide billing systems for its 'brand in a
box' concept, which enables resellers to capitalise on
the strength of their brand through offering extended
telecommunications services.
Our European strategy received a further boost in July
2006 when Tesco Stores, the UK's largest retailer which
also operates in 11 countries across Europe and Asia,
chose Hansen as a strategic partner in the development
of its telecommunications services. Under this three year
agreement, we will provide a fully integrated and hosted
managed service based on HUB, and our revenue will
increase in line with Tesco's subscribers.
These new agreements, together with our major contract
with Scottish Power, establish our position in the UK
billing systems market, opening up further opportunities
both there and in Europe. To take full advantage of them,
we are strengthening the management and operations
team in our London office.
Hansen also has substantial opportunities in the
Australian energy market. Deregulation is ongoing,
Andrew Hansen
Managing Director & CEO
Board of Directors
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The qualifications, experience and special responsibilities of each person who has
been a director of Hansen Technologies Limited at any time during or since the
end of the financial year is provided below, together with details of the company
secretary as at the year end.
From left: Mr Bruce Adams, Mr Kenneth Hansen, Mr Andrew Hansen and Mr David Osborne
Mr Kenneth Hansen
Chairman
Non-Executive Director
Age 73
Mr David Osborne
Non-Executive Director
Age 57
Over thirty years experience in the IT industry.
Recognising the need for the safeguarding of
computer records, Kenneth founded the business of
Hansen in 1971 by establishing a facility in Australia
providing offsite storage of computer media and
records management.
– Chairman since 2000
Mr Andrew Hansen
Managing Director & CEO
Appointment effective 1 March 2006.
David is a Fellow of the Institute of Chartered
Accountants, a Fellow of the Certified Practicing
Accountants, and a member of the Australian Institute
of Company Directors, with over 30 years of financial
management, taxation and accounting experience
in public practice.
David has a long standing association with Hansen
having been a Board member for some years prior to
the Company’s listing on the ASX in June 2000.
Age 46
– Member of Audit and Remuneration Committees
Andrew has over 25 years experience in the IT
industry, joining Hansen in 1990. Prior to Hansen
he held senior management positions with Amfac-
Chemdata, a software provider in the health industry.
Andrew is responsible for formulating the strategic
direction of the Company’s growth into an established
software solutions provider.
– Managing Director since 2000
Mr Bruce Adams
Non-Executive Director
Age 46
Bruce Adams has over 15 years experience as a
commercial lawyer. He has practised extensively in
the areas of information technology law, mergers and
acquisitions and has considerable experience advising
listed public companies. In early 2002, after more than
ten years as a partner of two Melbourne law firms,
Bruce took up a position as general counsel of Club
Assist Corporation Pty Ltd, a worldwide motoring
club service provider. Bruce holds degrees in law and
economics from Monash University.
– Director since 2000
– Chairman of Audit and Remuneration Committees
Mr Geoff Tomlinson
Deputy Chairman
Non-Executive Director
Age 59
05
Resigned from Board of Directors effective 1 March 2006.
Geoff had 29 years with the National Mutual Group
(now known as AXA Asia Pacific), the last six as Group
Managing Director. He resigned from National Mutual
in late 1998.
Mr Grant Lister
CFO & Company Secretary
Age 54
Grant is a qualified Chartered Accountant with more
than 25 years experience in senior financial management
roles and 10 years experience in such roles within the
IT industry in Australia, Asia and the USA. As CFO he has
responsibility for all of the financial aspects of the Hansen
Group's operations throughout the world. Grant joined
the Hansen Group in 2002.
– CFO since 2002
– Company Secretary since 2004
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Directors’ Report
The Directors present their report together with the financial report of the
consolidated entity consisting of Hansen Technologies Ltd and the entities it
controlled, for the financial year ended 30 June 2006 and auditors report thereon.
Hansen Technologies Ltd is a publicly listed company.
This financial report has been prepared in accordance with Australian Equivalents
of International Financial Reporting Standards.
Principal activities
The principal activities of the consolidated entity during
the course of the financial year were the development,
integration and support of billing systems software for
the telecommunications and utilities (gas, electricity and
water) industries. Other activities undertaken by the
consolidated entity include IT outsoucing services and the
development of other specific software applications. There
were no significant changes in the nature of the activities
of the consolidated entity during the financial year.
Results
The consolidated profit/(loss) after income tax
attributable to the members of Hansen Technologies
Ltd was $724,361 (2005: ($2,672,399)).
Review of operations
For the year ended 30 June 2006 the earnings before
interest, tax, depreciation and amortisation (EBITDA) was
$5.4 million (an increase of $0.5 million on the previous
year). No dividend has been declared in respect of this
financial year.
Our expansion into Europe is gathering momentum
evidenced by the recently announced strategic
partnering arrangement with Tesco United Kingdom
for telecommunications billing. The investment we
have made in our proprietary HUB billing solution has
positioned us well for the restructuring, deregulation and
convergence that is occurring within both the energy
and telecommunications markets around the world.
We are encouraged by the re-emergence of demand
from telecommunications customers especially in the
United Kingdom where our flexible HUB Telco products
and HUB billing expertise are aligned with the
convergence which is occurring. When these telco
opportunities are added to our major energy billing projects
it is apparent that we have achieved our objective of
exporting our core billing expertise into the UK market.
We plan to maintain our international growth focus on our
selected geographic markets and consolidate upon the
gains we have achieved in the past year.
We are:
Achieving our objective of developing strategic
relationships internationally as well as building on our
existing strong market position in Australia;
Generating a solid base of longer term annuity and
transaction based revenue streams;
Continuing to strive for the balance between driving
short-term profitability while generating longer term
annuity based returns; and
Maintaining a stable and strong full service IT
outsourcing capability.
As the participants in the Australian energy market
reorganise, advanced metering solutions are introduced,
and as deregulation expands into new states within
Australia our pipeline of billing opportunities is growing.
Our outsourcing and facilities management business has
been quiet yet stable over the last year representing a
consistent reflection of the state of this market segment
as a whole. We have added new services to our
outsourcing activities which have generated a positive
response. This business unit continues to provide a
solid base of annuity stream revenues as well as the
07
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opportunity for the expansion of our HubFM facilities
managed utility billing option.
The CLASSIC superannuation administration software
continues to be developed for its select key customers
and as the superannuation industry evolves and changes
the product evolves as well.
Significant changes in the state of affairs
In September 2005 the Company undertook a 2 for 5
non-renounceable Rights Issue at 20 cents per share.
As a result we raised $6.44 million from the issue of
32,198,472 ordinary shares.
we will no longer be directly involved in the development
of AssetLife management software but we will receive
rights as a distributor for AssetLife and be in a position
to distribute a broader range of products made available
from the purchaser.
Likely developments
Further information about likely developments in the
operations of the consolidated entity and the expected
results of the operations in the future financial years has
not been included in this report because disclosure of
the information may result in unreasonable prejudice to
the consolidated entity.
After balance date events
Environmental regulations
In August 2006 we sold the distribution and support
rights for our AssetLife software. Asset management
has been a solid but non core business for us since
we acquired the software back in 1998. The sale
of AssetLife is part of a planned strategy to focus
our development resources on the fantastic growth
opportunities which we are currently presented with for
our core billing business. As a consequence of the sale
The consolidated entity's operations are not subject to
any significant environmental Commonwealth or State
regulations or laws.
Dividend paid, recommended and declared
The Directors have determined that no final dividend
will be paid in relation to the fiscal year ended 30 June
2006.
Share options
During or since the end of the financial year, the
Company granted options over unissued ordinary shares
to the following five highest paid executives. No options
have been granted to Directors during or since the end
of the financial year:
Executives
G Lister
G Kentish
J Payne
C Hunter
P Day
Total
Granted number
Grant date
75,000
75,000
–
40,000
75,000
75,000
75,000
75,000
–
–
490,000
1-Jul-05
1-Jul-06
1-Jul-05
1-Jul-06
1-Jul-05
1-Jul-06
1-Jul-05
1-Jul-06
1-Jul-05
1-Jul-06
All grants of options vest after 3 years to the extent that
vesting criteria are met. If the vesting critera are not met
the options may be forfeited. Options expire two years
after vesting.
Shares under option
Unissued ordinary shares of Hansen Technologies Ltd
under option at the date of this report are as follows:
Grant date
Exercise
date
Expiry
date
Consolidated and Company
Exercise
price
$
Number of
options at date
of report
1-Jan-03
1-Jan-06
1-Jan-08
$0.19 585,000
Company will meet the full amount of any such liabilities,
including costs and expenses. The Company has not
entered into any agreement to indemnify its auditors
against any claims that might be made by third parties
arising from their report on the annual financial report.
Insurance premiums
Since the end of the previous financial year, the Company
has paid insurance premiums in respect of Directors' and
Officers' liability and legal expenses insurance policies
for current and former Directors and Officers, including
executive Officers of the Company and Directors,
executive Officers and secretaries of its controlled
entities. The Directors have not included details of the
nature of the liabilities covered or the amount of the
premium paid in respect of the Directors' and Officers'
liability and legal expenses insurance contracts, as such
disclosure is prohibited under the terms of the contract.
Directors’ meetings
The number of meetings of the Board of Directors and of
each board committee held during the financial year and
the numbers of meetings attended by each Director were:
Director
Mr Kenneth Hansen
Board
meetings
A
B
11 13
Mr Geoff Tomlinson
10 10
Mr Andrew Hansen
13 13
Mr Bruce Adams
13 13
Mr David Osborne
4
4
Audit
Committee
meetings
Remuneration
Committee
meetings
A
–
2
–
2
–
B
–
2
–
2
–
A
–
1
–
1
–
B
–
1
–
1
–
A Number of meetings attended
B Number of meetings held during the time the Director held office
1-Jul-04
1-Jul-07
1-Jul-09
$0.20 455,000
during the year
1-Jul-05
1-Jul-08
1-Jul-10
$0.28 455,000
1-Jul-06
1-Jul-09
1-Jul-11
$0.13 380,000
TOTAL
1,875,000
Directors’ interests in shares and options
Director's relevant interest in shares of Hansen
Technologies Ltd or options over shares in the company
are detailed below:
Shares issued on exercise of options
There were no ordinary shares of Hansen Technologies
Ltd issued during or since the end of the financial year
as a result of the exercise of an option.
Indemnification and insurance of Directors, Officers and
Auditors
Indemnification
The Company has agreed to indemnify all the current
and former Directors and Officers of the Company and
its controlled entities against all liabilities to another
person (other than the Company or a related body
corporate) that may arise from their position as Directors
and Officers of the Company and its controlled entities,
except where the liability arises out of conduct involving
a lack of good faith. The agreement stipulates that the
K Hansen
G Tomlinson
B Adams
D Osborne
A Hansen
Ordinary shares
of Hansen
Technologies Ltd
Options over
shares in Hansen
Technologies Ltd
93,757,267
–
210,049
173,699
11,421,522
–
–
–
–
150,000
Directors’ interests in contracts
Directors’ interests in contracts are disclosed in Note 23
to the financial statements.
Auditor’s independence declaration
A copy of the auditor’s independence declaration in relation
to the audit for the financial year is provided with this report.
09
Non-audit services
Remuneration Report
Non-audit services are approved by resolution of the Audit
Committee and approval is provided in writing to the Board
of Directors. Non-audit services provided by the auditors of
the consolidated entity during the year, Pitcher Partners, are
detailed below. The directors are satisfied that the provision
of the non-audit services during the year by the auditor is
compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001.
Amounts paid or payable to an auditor for non-audit
services provided during the year by the auditor to any entity
that is part of the consolidated entity for:
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Auditors of the Company
Australia
- Taxation services
Overseas Firms
- Taxation services
CONSOLIDATED
2005
2006
$’000
$’000
2005
2005
$’000
$’000
50
32
82
41
38
79
Remuneration Policies
The Remuneration Committee is responsible for making
recommendations to the Board on remuneration policies
and packages applicable to the Board members and
senior executives of the Company. The remuneration
policy is to ensure the remuneration package properly
reflects the person's duties and responsibilities and that
the remuneration is competitive in attracting, retaining and
motivating people of the highest quality. Executive
Directors and senior executives may receive bonuses and
options at the absolute discretion of the Directors.
Non-Executive Directors do not receive any performance
related remuneration.
The names and positions of each person who held the position of director at any time during the financial year is provided on
page 5 of this report. The five named executives in the consolidated group who received the highest remuneration package
for the financial year are:
Position
Chief Financial Officer & Company Secretary
Executives
G Lister
G Kentish General Manager, Hansen Europe
J Payne
C Hunter
P Day
General Manager, Hansen Professional Services
Chief Operations Officer
Chief Information Officer
Short-term employment benefits
Directors’ and executives’ remuneration
Directors
K Hansen
G Tomlinson
B Adams
D Osborne
A Hansen
Executives
G Lister
G Kentish
J Payne
C Hunter
P Day (commenced Feb 06)
Directors
K Hansen
G Tomlinson
B Adams
Hon. R Alston
A Hansen
Executives
G Lister
G Kentish
M Collins
C Hunter
G Brookman
Salary
fees
2006
$
Cash
bonus
2006
$
Non-monetary
2006
$
Post
employment
benefit
Super
2006
$
Share
based
benefits
Options
issued
2006
Other
long-term
benefits
Other
benefits
$
Total
2006
$
Performance
related
%
64,815
30,864
37,037
12,345
333,349
5,833
–
–
2,778
–
–
3,333
–
–
–
1,111
–
– 31,650 30,001
–
–
–
–
–
– 20,642 8,577
211,009 18,349
–
–
–
219,912
–
154,128 27,523
– 16,349 8,577
137,242 18,349 13,157 13,828 8,577
–
– 5,543 8,064
58,444
70,648
–
33,642
–
40,370
–
–
13,456
– 395,000
– 258,577
– 219,912
– 206,577
– 191,153
– 72,051
–
–
–
–
–
10%
–
17%
14%
–
11
2005
2005
2005
2005
2005
2005
2005
2005
64,815
46,296
37,037
15,432
– 5,833
–
– 4,166
–
– 3,333
–
– 1,389
–
354,257 82,569 25,000 37,844
–
–
–
–
–
– 21,468 7,575
201,835 36,697
–
–
–
–
203,244
160,721 18,349
– 25,712 4,040
123,759 18,349 20,102 12,790 7,575
116,461 18,349 25,184 17,496 7,575
– 70,648
– 50,462
– 40,370
– 16,821
– 499,670
– 267,575
– 203,244
– 208,822
– 182,575
– 185,065
–
–
–
–
17%
17%
–
11%
14%
14%
In accordance with the remuneration policy described above, options granted as remuneration are subject to continuing
service with the company. Options granted as remuneration are valued at grant date in accordance with AASB 2 Share-
based Payments.
The value of options granted as remuneration that have been exercised or lapsed during the financial year
Hansen Technologies Ltd year ended 30 June 2006
Balance
1-Jul-05
Value
granted
Value
exercised
Value
lapsed
Balance
30-Jun-06
Directors
K Hansen
G Tomlinson
B Adams
A Hansen
Executives
G Lister
G Kentish
J Payne
C Hunter
P Day
Total
Rounding off
–
–
–
117,000
11,850
–
11,850
70,350
–
211,050
–
–
–
–
8,577
–
8,577
8,577
–
25,731
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
117,000
20,427
–
20,427
78,927
–
236,781
The amounts contained in the report and in the financial report have been rounded to the nearest thousand (where
rounding is applicable) under the option available to the company under ASIC Class Order 98/0100. The company is an
entity to which the Class Order applies.
Dated at Melbourne this 29th day of September 2006.
Signed in accordance with a resolution of the Directors:
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Kenneth Hansen
Director
Andrew Hansen
Director
Auditor's independence declaration
To the Directors of Hansen Technologies Limited
In relation to the independent audit for the year ended 30 June 2006,
to the best of my knowledge and belief there have been:
(i) No contraventions of the auditor independence requirements of the Corporations Act 2001
(ii) No contraventions of any applicable code of professional conduct
Dated at Melbourne this 29th day of September 2006.
PITCHER PARTNERS
D B Rankin
Partner
Financial
statements and
notes
Consolidated income statement
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the financial statements
Directors' declaration
Independent audit report
Corporate governance
ASX additional information
page
14
15
16
17
18
46
47
48
56
13
Consolidated income statement
For the year ended 30 June 2006
Revenue from rendering of services
Other revenues
Total revenue
Employee expenses
Depreciation and amortisation expenses
Impairment of non-current assets
Finance costs
Operating lease rental expenses
Contractor and consultant expenses
Software licence expenses
Hardware and software expenses
Transportation expenses
Travel expenses
Data communication expenses
Legal, settlement and liquidation costs
Other expenses
Profit (loss) before income tax
Income tax benefit / (expense)
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
3
3
4
4
4
4
4
4
4
4
4
4
4
4
4
4
5
49,482
1,768
51,250
51,840
1,657
53,497
(29,436)
(5,140)
–
(184)
(3,255)
(2,595)
(276)
(5,424)
(199)
(966)
(3,249)
94
(285)
(50,915)
(30,831)
(4,933)
(3,604)
(502)
(4,062)
(1,865)
(719)
(5,300)
(586)
(1,183)
(3,099)
(40)
(661)
(57,385)
–
799
799
(639)
(17)
–
(5)
–
(76)
–
–
(15)
–
–
138
(87)
(701)
–
1,269
1,269
(671)
(18)
(8,500)
(6)
–
(6)
–
–
(7)
–
–
17
(111)
(9,302)
335
389
(3,888)
1,216
98
(963)
(8,033)
(120)
Profit (loss) from continuing operations for the year
attributable to the members of the parent
724
(2,672)
(865)
(8,153)
Basic earnings / (loss) per share
19
$0.005
($0.023)
Diluted earnings / (loss) per share
19
$0.005
($0.023)
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The consolidated income statement is to be read in conjunction with
the notes to the financial statements set out on pages 18 to 45.
15
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Consolidated balance sheet
For the year ended 30 June 2006
Current assets
Cash and cash equivalents
Receivables
Other current assets
Total current assets
Non-current assets
Receivables
Other financial assets
Plant and equipment
Intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Current liabilities
Payables
Short-term borrowings
Short-term provisions
Other current liabilities
Total current liabilities
Non-current liabilities
Payables
Long-term borrowings
Long-term provisions
Total non-current liabilities
Total liabilities
Net assets
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
7
9
7
8
10
11
5
9
12
13
14
17
12
13
14
6,895
7,934
1,838
16,667
243
–
4,700
21,952
2,728
–
29,623
887
5,403
2,832
9,122
893
–
6,746
21,478
2,312
35
31,464
9
58
5
72
12
77
4
93
32,786
11,000
–
–
3,558
–
47,344
26,510
11,000
81
–
3,201
–
40,792
46,290
40,586
47,416
40,885
4,245
835
4,100
3,399
12,579
4,671
962
4,246
3,160
13,039
125
–
113
–
238
434
20
350
–
804
–
330
555
885
–
1,177
621
1,798
6,419
–
–
6,419
4,899
64
–
4,963
13,464
14,837
6,657
5,767
32,826
25,749
40,759
35,118
15
Equity
Contributed equity
Foreign currency translation reserve
Options granted reserve
Retained earnings (accumulated losses)
Total equity
15
16(a)
16(b)
16(c)
49,958
(425)
91
(16,798)
32,826
43,452
(226)
45
(17,522)
25,749
49,958
–
–
(9,199)
40,759
43,452
–
–
(8,334)
35,118
The consolidated balance sheet is to be read in conjunction with
the notes to the financial statements set out on pages 18 to 45.
Consolidated statement of changes in equity
For the year ended 30 June 2006
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
Total equity at the beginning of the year
25,749
28,775
35,118
43,911
Exchange differences on translation of foreign operations
Options granted
16
16
Net income (loss) recognised directly in equity
Profit (loss) for the year
(199)
46
(153)
724
252
34
–
–
–
–
286
(2,672)
–
(865)
–
(8,153)
Total recognised income and expense for the period
571
(2,386)
(865)
(8,153)
Transactions with equity holders in their capacity as
equity holders:
Contributions
Dividends provided for or paid
6,506
–
6,506
1,624
(2,264)
(640)
6,506
–
6,506
1,624
(2,264)
(640)
Total equity at the end of the year
32,826
25,749
40,759
35,118
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The consolidated statement of changes in equity is to be read in conjunction
with the notes to the financial statements set out on pages 18 to 45.
17
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Consolidated statement of cash flows
For the year ended 30 June 2006
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Borrowing costs
Income tax paid
Net cash provided by (used in) operating activities
Cash flows from investing activities
Proceeds from sale of plant and equipment
Proceeds from sale of intellectual property
Payment for plant and equipment
Payment for controlled entities (net of cash acquired)
Payment for resolution of legal dispute
Payment for:
Capitalised research and development
Net cash provided by (used in) investing activities
Cash flows from financing activities
Proceeds from share issue
Proceeds from borrowings
Net advances from / (to) controlled entities
Dividends paid net of dividend re-investment
Finance and hire purchase lease payments
Net cash provided by (used in) financing activities
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
54,382
(50,338)
200
(184)
–
4,060
50,889
(46,480)
175
(502)
(41)
4,041
818
(1,239)
4
(5)
–
(422)
17 (a)
70
–
(595)
–
–
19
558
(2,921)
(223)
(300)
(3,061)
(3,586)
(3,933)
(6,800)
58
–
–
–
–
–
58
1,068
(650)
1
(6)
–
413
–
–
–
–
(300)
–
(300)
6,506
–
–
–
(972)
5,534
1,625
1,480
–
(2,263)
(819)
23
6,506
–
(6,063)
–
(82)
361
1,625
–
582
(2,263)
(21)
(77)
17
Net increase / (decrease) in cash and cash equivalents
6,008
(2,736)
(3)
Cash and cash equivalents at beginning of year
17 (b)
887
3,623
Cash and cash equivalents at end of the year
17 (b)
6,895
887
12
9
36
(24)
12
The consolidated statement of cash flows is to be read in conjunction
with the notes to the financial statements set out on pages 18 to 45.
notes to the financial statements
For the year ended 30 June 2006
1 Statement of significant accounting
policies under AIFRS
This financial report is a general purpose financial
report that has been prepared in accordance with
Australian Accounting Standards, Urgent Issues
Group Interpretations and other authoritative
pronouncements of the Australian Accounting
Standards Board and the Corporations Act 2001.
The financial report covers Hansen Technologies
Ltd as an individual parent entity and Hansen
Technologies Ltd and controlled entities as a
consolidated entity. Hansen Technologies Ltd is
a company limited by shares, incorporated and
domiciled in Australia.
The following is a summary of material accounting
policies adopted by the consolidated entity in the
preparation and presentation of the financial report.
The accounting policies have been consistently
applied, unless otherwise stated.
(a) Basis of preparation of the financial report
The financial report of Hansen Technologies Ltd and
controlled entities, and Hansen Technologies Ltd
as an individual parent entity comply with Australian
equivalents of International Financial Reporting
Standards (AIFRS).
This is the first annual financial report of Hansen
Technologies Ltd prepared in accordance with
Australian Equivalents of International Financial
Reporting Standards (AIFRS). The financial reports
of Hansen Technologies Ltd were prepared in
accordance with the previous Australian Generally
Accepted Accounting Principles (AGAAP) until 30
June 2005. There are certain differences between
accounting policies under AIFRS and AGAAP and
where applicable the comparative figures have been
restated to reflect these adjustments. A summary
of the significant accounting policies under AIFRS
is provided below. Reconciliations of equity and
operating profit/loss between AGAAP and AIFRS are
provided under Notes 27-29.
The financial report has been prepared under the
historical cost convention.
(b) principles of consolidation
The consolidated financial statements are those
of the consolidated entity, comprising the financial
statements of the parent entity and of all entities,
which Hansen Technologies Ltd controlled from time
to time during the year and at balance date. Details
of the controlled entities are contained in Note 23.
The financial statements of subsidiaries are prepared
for the same reporting period as the parent entity,
using consistent accounting policies. Adjustments
are made to bring into line any dissimilar accounting
policies, which may exist. All inter-company balances
and transactions, including any unrealised profits or
losses have been eliminated on consolidation.
(c) revenue recognition
Revenue from the sale of goods is recognised
when the significant risks and rewards of ownership
of the goods have passed to the buyer and the
costs incurred or to be incurred in respect of the
transaction can be measured reliably. Risks and
rewards of ownership are considered passed to
the buyer at the time of delivery of the goods to the
customer. Revenue from the provision of services to
customers is recognised upon delivery of the service
to the customer.
Interest revenue is recognised on a proportional
basis taking into account the interest rates applicable
to the financial assets.
All revenue is stated net of the amount of goods and
services tax (GST).
(d) Cash and cash equivalents
Cash and cash equivalents include cash on hand and
at banks.
(e) plant and equiptment
Cost and valuation
All classes of plant and equipment are stated at cost
less depreciation.
Depreciation
The depreciable amounts of all fixed assets are
depreciated on a straight-line basis over their
estimated useful lives commencing from the time the
asset is held ready for use.
The rates applicable for each class of asset are:
Plant and equipment
Plant and equipment
under finance lease
2006
2005
9% to 40%
9% to 40%
9% to 40%
9% to 40%
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(f) leases
Leases are classified at their inception as either
operating or finance leases based on the economic
substance of the agreement so as to reflect the risks
and benefits incidental to ownership.
Finance leases
Leases of fixed assets, where substantially all of
the risks and benefits incidental to ownership of the
asset, but not the legal ownership, are transferred to
entities within the consolidated entity are classified
as finance leases. Finance leases are capitalised,
recording at the inception of the lease an asset and
liability equal to the present value of the minimum
lease payments, and disclosed as plant and
equipment under lease.
Leased assets are depreciated over the shorter of
the estimated useful life of the assets and the lease
term. Lease payments are allocated between interest
expense and reduction of the lease liability. The
interest expense is calculated using the interest rate
implicit in the lease and is included in finance costs
in the Income Statement.
Operating Leases
Lease payments for operating leases, where
substantially all of the risks and benefits remain with
the lessor, are charged as expenses in the period in
which they are incurred.
(g) intangibles
Goodwill
Goodwill on consolidation represents the excess
of the cost of an acquisition over the fair value of
the Group’s share of net identifiable assets of the
acquired entities at the date of acquisition.
Goodwill is not amortised but is tested annually for
impairment, or more frequently if events or changes
in circumstances indicate that it might be impaired.
Goodwill is carried at cost less accumulated
impairment losses. (Refer also to Note 30 regarding
first-time adoption of AIFRS).
Research and development
Expenditure on research activities is recognised as
an expense when incurred.
Expenditure on development activities is capitalised
only when it is expected that future benefits will
exceed the deferred costs. Capitalised development
expenditure is stated at cost less accumulated
amortisation. Amortisation is calculated using a
straight-line method to allocate the cost over a
period of 5 years, during which the related benefits
are expected to be realised, once commercial
production is commenced. Other development
expenditure is recognised as an expense when
incurred.
(h) impairment of assets
Assets with an indefinite useful life are not
amortised but are tested annually for impairment
in accordance with AASB 136. Assets subject to
annual depreciation or amortisation are reviewed for
impairment whenever events or circumstances arise
that indicate that the carrying amount of the asset
may be impaired. An impairment loss is recognised
where the carrying amount of the asset exceeds its
recoverable amount. The recoverable amount of an
asset is defined as the higher of its fair value less
costs to sell and value in use.
(i) taxes
Current income tax expense or revenue is the tax
payable on the current period’s taxable income
based on the applicable income tax rate adjusted by
changes in deferred tax assets and liabilities.
A balance sheet approach is adopted under which
deferred tax assets and liabilities are recognised
for temporary differences between the tax bases
of assets and liabilities and their carrying amounts
in the financial statements. No deferred tax asset
or liability is recognised in relation to temporary
differences arising from the initial recognition of an
asset or a liability if they arose in a transaction, other
than a business combination, that at the time of the
transaction did not affect either accounting profit or
taxable profit or loss.
Deferred tax assets are recognised for temporary
differences and unused tax losses only when it is
probable that future taxable amounts will be available
to utilise those temporary differences and losses.
Current and deferred tax balances attributable
to amounts recognised directly in equity are also
recognised directly in equity.
Tax consolidation
The parent entity and its controlled entities have
formed an income tax consolidated group under
the tax consolidation legislation. The parent entity is
responsible for recognising the current tax liabilities
and the deferred tax assets arising in respect of tax
19
notes to the financial statements
For the year ended 30 June 2006
losses for all entities in the tax consolidated group.
The tax consolidated group has also entered a
tax sharing agreement whereby each company in
the group contributes to the income tax payable
in proportion to their contribution to the net profit
before tax of the tax consolidated group.
(j) employee benefits
Liabilities arising in respect of wages and salaries,
annual leave, sick leave and any other employee
benefits expected to be settled within twelve months
of the reporting date are measured at their nominal
amounts based on remuneration rates which are
expected to be paid when the liability is settled. All
other employee benefit liabilities are measured at the
present value of the estimated future cash outflow
to be made in respect of services provided by
employees up to the reporting date.
Share-based payments
The group operates an employee share option plan
and an employee share scheme. The total amount to
be expensed over the vesting period is determined
by reference to the fair value of the options at grant
date. Under the transitional arrangements for first-
time adoption of AIFRS, no expense has been
recognised for options granted before 7 November
2002 and/or vested before 1 January 2005. For
options granted after 7 November 2002 and vesting
after 1 January 2005 the fair value of options at grant
date is determined using a Black-Scholes option
pricing model, and is recognised as an employee
expense over the period during which the employees
become entitled to the option.
(k) Financial instruments
Classification
The group classifies its financial instruments in the
following categories: loans and receivables and other
financial assets. The classification depends on the
purpose for which the investments were acquired.
Management determines the classification of its
investments at initial recognition.
Loans and receivables
Loans and receivables are measured at fair value at
inception and subsequently at amortised cost using
the effective interest rate method.
Financial liabilities
Financial liabilities include trade payables, other
creditors and loans from third parties including inter-
company balances.
(l) Foreign currencies
Functional and presentation currency
The financial statements of each group entity are
measured using its functional currency, which is the
currency of the primary economic environment in
which that entity operates. The consolidated financial
statements are presented in Australian dollars, as
this is the parent entity’s functional and presentation
currency.
Transactions and balances
Transactions in foreign currencies of entities within
the consolidated entity are translated into functional
currency at the rate of exchange ruling at the date of
the transaction.
Foreign currency monetary items that are
outstanding at the reporting date (other than
monetary items arising under foreign currency
contracts where the exchange rate for that monetary
item is fixed in the contract) are translated using the
spot rate at the end of the financial year.
Resulting exchange differences arising on settlement
or re-statement are recognised as revenues and
expenses for the financial year.
Group companies
The financial statements of foreign operations whose
functional currency is different from the Group’s
presentation currency are translated as follows:
– Assets and liabilities are translated at year-end
exchange rates prevailing at that reporting date;
– Income and expenses are translated at average
exchange rates for the period; and
– All resulting exchange differences are recognised
as a separate component of equity.
(m) Comparatives
In accordance with the first-time adoption of AIFRS,
comparative information has been reclassified where
appropriate through retrospective application of
AIFRS to the previous year results so as to achieve
consistency with current year disclosures.
(n) rounding amounts
The company is of a kind referred to in ASIC Class
Order CO 98/0100 and in accordance with that
Class Order, amounts in the financial statements
have been rounded off to the nearest thousand
dollars, or in certain cases, to the nearest dollar.
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2 Critical accounting estimates and assumptions
Estimates and judgements are based on past performance and management’s expectation for
the future.
Critical accounting estimates and assumptions
The group makes certain estimates and assumptions concerning the future, which, by definition will seldom
represent actual results. The estimates and assumptions that have a significant inherent risk in respect of estimates
based on future events, which could have a material impact on the assets and liabilities in the next financial year,
are discussed below:
(a) Estimated impairment of goodwill
Goodwill is allocated to the cash generating units (CGU’s) of billing and IT outsourcing. The recoverable amount
of these units is based on value-in-use calculations.
These calculations are based on projected cash flows approved by management. Management’s determination
of cash flow projections and gross margins are based on past performance and its expectation for the future.
In the 2005 financial year Hansen announced its intention to concentrate its international growth strategies
on the energy markets of Europe and Asia and scale back USA initiatives. In light of this decision and in
compliance with relevant reporting standards, the carrying value of Hansen's investment in controlled entities
was reassessed, resulting in a one-off writedown of this investment of $8.5 million being charged against the
parent entity's fiscal year results.
(b) Income taxes
Income tax benefits are based on the assumption that no adverse change will occur in the income tax legislation
and the anticipation that the company will derive sufficient future assessable income to enable the benefit to be
realised and comply with the conditions of deductibility imposed by the law.
There had been significant expenditure on research and development on the HUB billing software in the 2005
year. Returns are beginning to be derived from this investment, which comprises the majority of the carried
forward losses. The group also had a one off write down of the Hansen USA investment of $3.6m in 2005.
Recognition of the carried forward losses is based upon the probable future profits of the group.
21
3 Revenue
Revenues from continuing operations
Revenue from sale of goods and services
Other income:
Management fees
Net foreign exchange gains / (losses)
Interest – other parties
Other income
Sale of intellectual property
Distribution received from controlled entities
Total other revenues
Total revenue from ordinary activities
Consolidated entity
parent entity
2006
$’000
2005
$’000
2006
$’000
2005
$’000
49,482
51,840
–
–
298
200
1,270
–
–
–
(570)
175
1,494
558
–
1,768
51,250
1,657
53,497
793
–
5
1
–
–
799
799
–
810
–
1
–
–
458
1,269
1,269
notes to the financial statements
For the year ended 30 June 2006
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
4 Profit from continuing operations
Profit from continuing operations before income tax has
been determined after the following specific expenses:
Employee benefits / expense
Wages and salaries
Workers compensation costs
Superannuation costs
Expense of share based payments
Total employee benefits / expense
Depreciation of non-current assets
Plant and equipment
Total depreciation of non-current assets
Amortisation of non-current assets
Plant and equipment under finance lease
Trademarks, licences & goodwill
Research and development
Total amortisation of non-current assets
Impairment losses
Goodwill
Total impairment losses
Finance costs expensed
Bank loans and overdrafts
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Finance charges paid or payable under finance leases
Total finance costs expensed
Other expenses
Movement in provision for doubtful debts
Data communication
Contractors and consultants
Hardware, software and licences
Operating lease rentals
Net loss on disposal of plant and equipment
Other expenses
Total other expenses
27,028
78
2,285
45
29,436
28,483
98
2,216
34
30,831
10
10
11
2,122
2,122
2,654
2,654
431
_
2,587
3,018
304
24
1,951
2,279
–
–
3,604
3,604
170
14
184
491
11
502
(4)
3,249
2,595
5,700
3,255
17
1,343
16,155
(36)
3,099
1,865
6,019
4,062
18
2,488
17,515
607
2
30
–
639
17
17
–
–
–
–
–
–
–
5
5
–
–
76
–
–
6
(42)
40
638
3
30
–
671
18
18
–
–
–
–
8,500
8,500
–
6
6
–
–
6
–
–
–
101
107
23
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
5
Income tax
(a) the components of tax expense:
Current tax
Deferred tax
Transfer of losses
Prior period timing differences bought to account
Under (over) provision in prior years
Total Income tax expense
(b) income tax expense/(benefit)
Prima facie income tax expense/(benefit) calculated
at 30% (2005: 30%) on the profit from ordinary activities
Tax effect of amounts which are not deductible
in calculating taxable income
Non deductible write off of goodwill on consolidation
Non deductible write down of investment
Current year losses not bought to account
Other non allowable items
Under (over) provision in prior years
Prior period temporary differences not previously
bought to account
R & D allowances
Non assessable income
Unrecognised tax losses bought to account
Income tax expense
–
(416)
–
–
27
(389)
–
(1,205)
–
–
(11)
(1,216)
–
(357)
1,128
25
167
963
–
(2,260)
2,380
–
–
120
101
(1,166)
755
(2,410)
–
–
112
34
27
(150)
(497)
(16)
–
(389)
1,081
–
151
150
(11)
(319)
(660)
(82)
(360)
(1,216)
–
–
–
23
167
18
–
–
–
963
–
2,551
–
–
–
(21)
–
–
–
120
23
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
notes to the financial statements
For the year ended 30 June 2006
Consolidated entity
parent entity
note note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
5
Income tax cont...
(c) deferred tax relates to the following:
Deferred tax liabilities
Research & development expenditure capitalised
Other income not yet assessable
Other
Total Deferred tax liabilities
Deferred tax assets
Employee benefits
Provisions
Other payables
Difference in depreciation and amortisation of plant and
equipment for accounting and income tax purposes
Losses available for offset against future taxable income 2 (b)
Other
Total deferred tax assets
Net deferred tax
(d) deferred tax assets not bought to account, the benefits of which
will only be realised if the condition for deductibility
set out in note 1(i) occur
Tax losses
24
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
2,451
222
86
2,759
1,292
74
417
1,078
2,624
2
5,487
2,728
2,308
406
(15)
2,699
1,254
292
210
943
2,150
162
5,011
2,312
–
222
86
308
964
74
170
21
2,624
13
3,866
3,558
–
406
(15)
391
962
160
153
5
2,150
162
3,592
3,201
4,479
4,479
1,940
1,940
2,082
2,082
–
–
25
24
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
Consolidated
parent entity
note
2006
$’000
2005
$’000
6 Dividends on ordinary shares
2006
No dividend has been declared in respect of the 2006 financial year.
2005
On the 26 August 2004 the directors declared out of the profits to 30 June 2004 a final dividend of 1 cent per share fully
franked. Also on the 17th February 2005 the directors declared an interim dividend of 1 cent per share partially franked to
0.12 cents (12%) per share.
Consolidated
parent entity
Dividend franking account
30% franking credits, on a tax paid basis, are available to shareholders of Hansen
Technologies Limited for subsequent financial years
note
2006
$’000
2005
$’000
–
–
The above available amounts are based on the balance of the dividend franking account at
year-end adjusted for:
a) franking credits that will arise from the payment of any current tax liability;
b) franking debits that will arise from the payment of any dividends recognised as a liability at year-end;
c) franking credits that will arise from the receipt of any dividends recognised as receivables at year-end; and
d) franking credits that the entity may be prevented from distributing in subsequent years.
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. 25
Consolidated entity
parent entity
7 Receivables
Current
Trade debtors
Less: Provision for doubtful debts
Sundry debtors
Non-current
Term debtor
Loans to controlled entities
The weighted average effective interest rate on the term
debtor is 8.25% (2005: 8.25%) at 30 June 2006.
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
5,830
(20)
5,810
2,124
7,934
4,087
(24)
4,063
1,340
5,403
–
–
–
58
58
–
–
–
77
77
243
–
243
893
–
893
–
32,786
32,786
–
26,510
26,510
notes to the financial statements
For the year ended 30 June 2006
8 Other financial assets
Non-current
Investment in controlled entity
9 Other assets
Current
Prepayments
Accrued revenue
Other revenue
Non-current
Accrued revenue
10 Plant and equipment
Plant and equipment, at cost
Accumulated depreciation
Plant and equipment under finance lease, at cost
Accumulated amortisation
Total plant and equipment
reconciliations
Reconciliations of the carrying amounts of plant and
equipment at the beginning and end of the financial year.
Plant and equipment
Carrying amount at beginning of year
Additions
Disposals
Depreciation expense
Net foreign currency movements arising from
foreign operation
Carrying amount at end of year
Plant and equipment under finance lease
Carrying amount at beginning of year
Additions
Amortisation expense
Carrying amount at end of year
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
–
–
–
–
11,000
11,000
11,000
11,000
972
795
71
1,838
1,110
1,653
69
2,832
–
35
21,001
(16,938)
4,063
20,766
(15,088)
5,678
3,762
(3,125)
637
3,762
(2,694)
1,068
4,700
6,746
5,678
595
(87)
(2,122)
6,781
1,609
(37)
(2,654)
(1)
4,063
(21)
5,678
1,068
–
(431)
637
38
1,334
(304)
1,068
5
–
–
5
–
–
–
–
–
–
–
–
81
–
(64)
(17)
–
–
–
–
–
–
4
–
–
4
–
117
(36)
81
–
–
–
81
99
–
–
(18)
–
81
–
–
–
–
26
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
27
26
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
11 Intangibles
Goodwill, at cost
Accumulated impairment
Software research and development, at cost
Accumulated amortisation
Total intangible assets
Reconciliation of goodwill at cost
Opening amount
Current year write down
Closing amount
Accumulated impairment at beginning of year
Current year write down
Accumulated impairment at end of year
Reconciliation of software research and development at cost
Opening amount
Expenditure capitalised in current period
Closing amount
Accumulated amortisation at beginning of year
Current year charge
Accumulated amortisation at end of year
12 Payables
Current
Trade payables
Other payables
Non-current
Loans - controlled entities
18,479
(4,693)
13,786
18,961
(10,795)
8,166
18,479
(4,693)
13,786
15,900
(8,208)
7,692
21,952
21,478
18,479
–
18,479
23,005
(4,526)
18,479
(4,693)
–
(4,693)
(5,569)
876
(4,693)
15,900
3,061
18,961
11,967
3,933
15,900
(8,208)
(2,587)
(10,795)
(6,257)
(1,951)
(8,208)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,388
2,857
4,245
2,188
2,483
4,671
3
122
125
6
428
434
–
–
–
–
6,419
6,419
4,899
4,899
27
notes to the financial statements
For the year ended 30 June 2006
13 Borrowings
Current
Secured
Hire purchase liability
Finance lease liability
Non-current
Secured
Hire purchase liability
Finance lease liability
14 Provisions
Current
Employee benefits
Other
Non-current
Employee benefits
Other
Consolidated entity
parent entity
notee
2006
$’000
2005
$’000
2006
$’000
2005
$’000
18
18
18
18
235
600
835
97
233
330
4,000
100
4,100
313
242
555
363
599
962
395
782
1,177
3,910
336
4,246
282
339
621
–
–
–
–
–
–
109
4
113
–
–
–
20
–
20
64
–
64
204
146
350
–
–
–
(a) Aggregate employee entitlements liability
4,313
4,192
109
204
(b) Number of employees at year end
306
315
1
1
Reconciliations
Reconciliations of the carrying amounts of each class of provision,
except for the employee benefits provision, are set out below:
Deferred consideration - current
Carrying amount at beginning of year
Payments made during the year
Carrying amount at end of year
Provisions other - current
Carrying amount at beginning of year
Provisions made during the year - liquidation & surplus
leased premises
Adjustments made during the year
Payments made during the year
Carrying amount at end of year
Provisions other - non-current
Carrying amount at beginning of year
Provisions made during the year - surplus leased premises
Adjustments made during the year
Carrying amount at end of year
–
–
–
223
(223)
–
336
344
(140)
7
(103)
100
339
–
(97)
242
233
(159)
(82)
336
–
339
–
339
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
28
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
29
28
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
15 Contributed Equity
(a) issued and paid up capital
Ordinary shares, fully paid
Consolidated entity
parent entity
notenote
2006
$’000
2005
$’000
2006
$’000
2005
$’000
49,958
43,452
49,958
43,452
parent entity
parent entity
note
2006
no. oF shares
2006
$’000
2005
no. oF shares
2005
$’000
(b) Movements in shares on issue
Beginning of the financial year
Shares issued under Dividend Reinvestment Plan
Shares issued under Rights Issue
Shares issued under Employee Share Plan
Capital Reduction *
Transaction costs on issue of shares
End of the financial year
116,426,968
–
32,198,472
796,500
–
–
149,421,940
16 (c)
43,452 112,014,565
3,843,989
–
568,414
–
–
49,958 116,426,968
–
6,440
105
–
(39)
96,158
1,478
–
154
(54,331)
(7)
43,452
* In accordance with a resolution of shareholders the Company’s contributed equity (issued and paid up share capital) was reduced by $54,331
million in 2005 with a corresponding amount offset against the Company’s accumulated losses.
(c) share options
Employee share option plan
The company continued to offer employees participation in short-term and long-term incentive schemes as part
of the remuneration packages for the employees of the companies.
The Employee Share Option Plan (“the Plan”) was approved by shareholders at the Company's annual general
meeting on 9 November 2001.
The maximum number of options on issue under the Plan must not at any time exceed 7.5% of the total
number of ordinary shares on issue at that time.
The Board may issue options under the Plan to any employee of the Company and its subsidiaries, including
executive Directors and non-executive Directors. Options will be issued free of charge, unless the Board
determines otherwise. Each option is to subscribe for one ordinary share and, when issued, the shares will rank
equally with other shares. The options are not transferable. Quotation of the options on the ASX will not be
sought but the Company will apply to the ASX for official quotation of shares issued on the exercise of options.
Options may be granted subject to conditions specified by the Board which must be satisfied before the option
can be exercised.
Unless the terms on which an option was offered specified otherwise, an option may be exercised at any time
after the vesting date. An option may also be exercised in special circumstances, that is, at any time within six
months after the employee's death, total and permanent disablement, retirement or retrenchment. An option
lapses upon termination of the employee's employment with the Company and, unless the terms of the offer of
the option specify otherwise, lapses five years after the date upon which it was granted. The directors have the
discretion to vary the terms of the Options as deemed appropriate. The exercise price per share for an option
will be the amount determined by the Board at the time of the grant of the option. There are no voting rights or
dividend rights attached to the options prior to the options being exercised.
29
notes to the financial statements
For the year ended 30 June 2006
Option holders will not be entitled to participate in any new issue of securities in the Company unless they exercise
their options prior to the record date for the determination of entitlements to the new issue.
If the Company makes a bonus issue of securities to ordinary shareholders, each unexercised option will, on
exercise, entitle its holder to receive the bonus securities as if the option had been exercised before the record date
for the bonus issue.
If the Company makes a pro-rata rights issue of ordinary shares for cash to its ordinary shareholders, the exercise
price of unexercised optiosn may be adjusted to reflect the diluting effect of the issue.
If there is any reorganisation of the capital of the Company, the number of options and their exercise price will be
adjusted in accordance with the Listing Rules.
Since the end of the financial year 380,000 (2005: 455,000) options have been granted under this scheme.
grant date
exerCise
date
expiry
date
exerCise
priCe
$
nUMBer oF
options at
Beginning
oF year
nUMBer oF options
options at end oF year
options
granted
exerCised
or lapsed
issUed
Vested
Consolidated and
Company 2006
7/08/2000
7/08/2002
7/08/2005 $1.40
200,000
– 200,000
30
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
25/12/2000
25/12/2002 25/12/2005 $1.90
50,000
1/07/2001
1/07/2004
1/07/2006 $1.50
650,000
1/10/2001
1/07/2004
1/07/2006 $1.50
145,000
1/01/2002
1/01/2005
1/01/2007 $1.20
15,000
1/07/2003
1/07/2006
1/07/2008 $0.19
660,000
–
–
–
–
–
50,000
–
–
–
–
–
–
650,000 650,000
145,000 145,000
15,000
–
75,000
585,000
1/07/2004
1/07/2007
1/07/2009 $0.20
630,000
– 175,000
455,000
1/07/2005
1/07/2008
1/07/2010 $0.28
– 530,000
75,000
455,000
TOTAL
2,350,000 530,000 590,000 2,290,000 795,000
Consolidated and
Company 2005
26/05/2000
26/05/2002 26/05/2005 $1.00 1,760,000
– 1,760,000
–
–
7/08/2000
7/08/2002
7/08/2005 $1.40
200,000
25/12/2000
25/12/2002 25/12/2005 $1.90
50,000
1/07/2001
1/07/2004
1/07/2006 $1.50
650,000
1/10/2001
1/07/2004
1/07/2006 $1.50
145,000
1/01/2002
1/01/2005
1/01/2007 $1.20
15,000
1/07/2003
1/07/2006
1/07/2008 $0.19
660,000
–
–
–
–
–
–
1/07/2004
1/07/2007
1/07/2009 $0.20
– 630,000
–
–
–
–
–
–
–
200,000 200,000
50,000
50,000
650,000 650,000
145,000 145,000
15,000
15,000
660,000
630,000
–
–
TOTAL
3,480,000 630,000 1,760,000 2,350,000 1,060,000
–
–
–
–
31
30
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
Employee share plan
The Employee Share Plan ("ESP") was approved by shareholders at the Company's annual general meeting on 9
November 2001. The ESP is available to all eligible employees to acquire ordinary shares in the Company.
Shares to be issued or transferred under the ESP will be valued at the volume weighted average share price of Shares
traded on the ASX in the ordinary course of trading during the five business days immediately preceding the day the
shares are issued or transferred to qualifying employees or participants. The Board has a discretion as to how the
shares are to be issued or transferred to participants. Such shares may be acquired on or off market or the Company
may allot shares, or they may be obtained by any combination of the foregoing. On application, employees pay no
application monies. The amount of the consideration to be provided by qualifying employees to acquire the shares
can be foregone from future remuneration (before tax). To qualify, employees must be full-time or permanent part-time
employees of the Company or any subsidiary of the Company. Shares issued under the ESP will rank equally in all
respects with all existing shares from the date of allotment.
A participant must not sell, transfer or otherwise dispose of any shares issued or transferred to the participant under
the ESP until the earlier of:
(a) the end of the period of three years (or, if a longer period is specified by the Board in the offer, the end of that
period) commencing on the date of the issue or transfer of the shares to the participant; and
(b) the date on which the participant is no longer employed by the Company or a related body corporate of the
Company.
Details of the movement in employee shares under the ESP are as follows:
Consolidated entity
the CoMpany
note
2006
no. oF shares
2005
no. oF shares
2006
$’000
2005
$’000
Number of shares at beginning of year
Number of shares distributed to employees
Number of shares transferred to main share registry and/or
disposed of
Number of shares at year-end
1,146,434
796,500
808,807
568,414
(77,088)
(230,787)
1,865,846 1,146,434
The consideration for the shares issued on 23 June 2006 was 13.19 cents (24 June 2005 : 27.09), which was equal to
the fair value of the shares.
The amounts recognised in the financial statements of the consolidated entity and the Company in relation to the ESP
during the year were:
Current receivables
Issued ordinary share capital
note
Consolidated entity
parent entity
2006
$’000
53
105
2005
$’000
77
154
2006
$’000
53
105
2005
$’000
77
154
The market value of ordinary Hansen Technologies Ltd shares closed at $0.13 on 30 June 2006 ($0.28 on 30 June 2005).
31
Consolidated entity
parent entity
note
2006
$’000
2005
$’000
2006
$’000
2005
$’000
16 (a)
16 (b)
16 (c)
(425)
91
(226)
45
–
–
(16,798)
(17,522)
(9,199)
–
–
(8,334)
notes to the financial statements
For the year ended 30 June 2006
16 Reserves and retained profits
Foreign currency translation
Options granted reserve
Retained earnings
(a) Foreign currency translation reserve
Movements in reserve
Balance at beginning of year
Movement during the year
Balance at end of year
(b) Options granted reserve
Movements in reserve
Balance at beginning of year
Movement during the year
Balance at end of year
(c) Retained earnings
Balance at beginning of year
Capital reduction
Dividends paid
Net profit / (loss) attributable to members of
Hansen Technologies Ltd
Balance at end of year
17 Cash flow information
(a) Reconciliation of profit / (loss) from ordinary activities after
income tax to net cash flows from operations
Profit / (loss) from ordinary activities after income tax
Add / (less) items classified as investing / financing activities:
(Profit) / loss on sale of non-current assets
Payment for resolution of legal dispute
Proceeds from Sale of Intellectual Property
Add / (less) non cash items:
Amortisation and depreciation
Transfer of tax losses within tax consolidation group
Write-down of non-current assets
Net cash provided by operating activities before change in
32
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
(226)
(199)
(425)
(478)
252
(226)
45
46
91
13
32
45
–
–
–
–
–
–
–
–
–
–
–
–
(17,522)
–
–
(66,918)
54,331
(2,263)
(8,334)
–
–
(52,249)
54,331
(2,263)
724
(16,798)
(2,672)
(17,522)
(865)
(9,199)
(8,153)
(8,334)
724
(2,672)
(865)
(8,153)
17
–
–
5,140
–
–
18
300
(558)
4,933
–
3,604
6
–
–
17
830
–
–
300
–
18
449
8,500
33
assets and liabilities
5,881
5,625
(12)
1,114
Changes in assets and liabilities adjusted for effects of
purchases and disposal of controlled entities during the year:
(Increase) / decrease in trade debtors
(Increase) / decrease in sundry debtors and other assets
Increase / (decrease) in trade creditors
Increase / (decrease) in other creditors and accruals
Increase / (decrease) in deferred income
Increase / (decrease) in provisions
(Increase) / decrease in deferred tax assets
Increase / (decrease) in income taxes payable
Increase / (decrease) in reserves
Net cash (used in) / provided by operating activities
(b) Reconciliation of cash
Cash assets
(1,097)
243
(800)
375
240
(212)
(416)
–
(154)
4,060
458
(1,191)
424
(960)
(279)
925
(1,206)
(10)
255
4,041
–
18
(2)
168
–
(237)
(357)
–
–
(422)
–
(43)
–
1,821
–
(1)
(2,478)
–
–
413
6,895
887
9
12
32
l
a
u
n
n
a
t
r
o
p
e
r
6
0
0
2
18 Commitments and contingencies
Lease expenditure commitments
Operating leases (non-cancellable):
Not later than one year
Later than one year and not later than five years
Later than five years
Aggregate lease expenditure contracted for at reporting date
Hire purchase commitments:
Not later than one year
Later than one year and not later than five years
Total minimum hire purchase payments
Less: Future finance charges
Present value of minimum hire purchase payment
Hire purchase liabilities provided for in the financial statements:
Current
Non-current
Total hire purchase liabilities
Finance lease commitments:
Not later than one year
Later than one year and not later than five years
Total minimum lease payments
Less: Future finance charges
Present value of minimum lease payment
Lease liabilities provided for in the financial statements:
Current
Non-current
Total lease liabilities
Consolidated entity
parent entity
2006
$’000
2005
$’000
2006
$’000
2005
$’000
2,287
5,917
–
8,204
2,218
6,827
–
9,045
249
101
350
(18)
332
235
97
332
657
239
896
(63)
833
600
233
833
406
413
819
(61)
758
363
395
758
708
861
1,569
(188)
1,381
599
782
1,381
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25
63
88
(4)
84
21
63
84
–
–
–
–
–
–
–
–
Operating leases (non-cancellable)
The consolidated entity leases property under non-cancellable operating leases expiring from one to seven years.
Leases generally provide the consolidated entity with a right of renewal at which time all terms are renegotiated.
Contingent rental provisions within the lease agreements require the minimum lease payments to be increased by
CPI per annum.
Hire purchase commitments
The consolidated entity leases motor vehicles and plant and equipment under hire purchase leases expiring from one to
four years. At the end of the lease term, the consolidated entity is deemed to have purchased the assets.
Finance lease commitments
The consolidated entity leases plant and equipment under finance leases expiring from one to three years. At the
end of the lease term, the consolidated entity has the option to return the assets to the lessor or to renew the lease
agreements.
33
notes to the financial statements
For the year ended 30 June 2006
Consolidated entity
parent entity
2006
$’000
2005
$’000
2006
$’000
2005
$’000
19 Earnings per share
The following reflects the income and share data used in
the calculations of basic and diluted earnings per share:
Basic earnings / (loss) - ordinary shares
Diluted earnings / (loss) - ordinary shares
724
724
(2,672)
(2,672)
–
–
–
–
2006
nUMBer
shares
2005
nUMBer
shares
2006
nUMBer
shares
2005
nUMBer
shares
Weighted average number of ordinary shares used in
calculating basic earnings per share:
Number for basic earnings per share - ordinary shares
Number for diluted earnings per share - ordinary shares
140,142,288 114,204,086
143,268,359 115,494,086
–
–
–
–
Basic earnings / (loss) per share
Diluted earnings / (loss) per share
$0.005
$0.005
($0.023)
($0.023)
$0.000
$0.000
$0.000
$0.000
Classification of securities as potential ordinary shares
The securities that have been classified as potential ordinary
shares and included in diluted earnings per share only, are
options outstanding under the Employee Share Option Plan.
The following employee share options have not been included
in the calculation of diluted EPS as they are not dilutive:
issUe date
1 July 2001
1 October 2001
Total options not considered dilutive
Full details of these options are set out in Note 15.
nUMBer oF options
650,000
145,000
795,000
34
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a
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r
o
p
e
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6
0
0
2
35
34
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o
p
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0
0
2
20 Directors' and executives' compensations
Directors
Non-executive
K Hansen (Chairman)
G Tomlinson
B Adams
D Osborne
Executive
A Hansen (MD & CEO)
Executives
Consolidated
G Lister (CFO & Company Secretary)
G Kentish (GM, Hansen Europe)
J Payne (GM, Outsourcing)
C Hunter (Chief Operations Officer)
P Day (Chief Information Officer)
Directors
Non-executive
K Hansen (Chairman)
G Tomlinson
B Adams
R Alston
Executive
A Hansen (MD & CEO)
Executives
Consolidated
G Lister (CFO & Company Secretary)
G Kentish (GM, Hansen Europe)
A Di Fede (Chief Information Officer)
J Payne (GM, Outsourcing)
C Hunter (Chief Operations Officer)
short terM
eMployMent BeneFits
post eMployMent
BeneFits
share Based
BeneFits
Base
eMolUMent
2006
$
BonUses
2006
$
non-Cash
BeneFits
2006
$
sUper
ContriBUtions
2006
$
options
issUed
(a)
2006
reMUneration
granted
as options
2006
total
2006
$
64,815
30,864
37,037
12,345
–
–
–
–
–
–
–
–
5,833
2,778
3,333
1,111
–
–
–
–
– 70,648
– 33,642
– 40,370
– 13,456
333,349
– 31,650
30,001
–
– 395,000
–
211,009 18,349
–
219,912
–
154,128 27,523
–
137,242 18,349 13,157
– 5,543
58,444
20,642 8,577
–
–
16,349 8,577
13,828 8,577
–
8,064
3% 258,577
– 219,912
4% 206,577
4% 191,153
– 72,051
2005
$
2005
$
2005
$
2005
$
2005
$ (B)
2005
2005
$
64,815
46,296
37,037
15,432
–
–
–
–
–
–
–
–
5,833
4,166
3,333
1,389
–
–
–
–
– 70,648
– 50,462
– 40,370
– 16,821
354,257 82,569 25,000
37,844
–
– 499,670
–
201,835 36,697
–
–
203,244
–
–
13,333
146,789
–
9,174
123,759 18,349 20,102
21,468 7,575
–
–
–
120
14,037 7,575
12,790 7,575
3% 267,575
– 203,244
– 13,453
4% 177,575
4% 182,575
Executive Directors and Senior Executives may receive bonuses at the absolute discretion of the Directors.
Note:
(A) All options above expire during the period up to 1 July 2010 and each option entitles the holder to purchase one ordinary share in the Company.
The estimated value disclosed above is calculated at the date of grant using the Black-Scholes model. This model utilises the standard deviation in respect to
share price movement of the company and the industry average, based on historical trends for a period equal to the vesting period of the options issued, and
applies it against the issued price at grant date to determine a fair value for the options issued as at grant date. The weighted average fair value of the options
granted during the year as determined by the Black-Scholes model was 10 cents. This price was calculated by applying the following inputs: exercise price and
underlying share price at date of issue of options $0.29, life of the option 3 years, expected share price volatility 27% and risk free interest rate of 5%.
(B)
All options above expire during the period up to 1 July 2009 and each option entitles the holder to purchase one ordinary share in the Company. The estimated
value disclosed above is calculated at the date of grant using the Black-Scholes model. This model utilises the standard deviation in respect to share price
movement of the company and the industry average, based on historical trends for a period equal to the vesting period of the options issued, and applies it
against the issued price at grant date to determine a fair value for the options issued as at grant date.
35
notes to the financial statements
For the year ended 30 June 2006
21 Directors' and executives' equity holdings
(a) Compensation options: Granted and vested during the year (consolidated)
During the financial year the Company granted options over unissued ordinary shares to the following five officers
with the greatest authority for strategic direction and management of the Company as part of their remuneration:
terMs & Conditions For eaCh grant
Vested
nUMBer
granted
nUMBer
grant date
ValUe per
option at
grant date
exerCise
priCe
$
First
exerCise
date
last
exerCise
date
Executives
G Lister (CFO & Company Secretary)
G Kentish (GM, Hansen Europe)
J Payne (GM, Outsourcing)
C Hunter (Chief Operations Officer)
P Day (Chief Information Officer)
Total
–
75,000 1-Jul-05
–
75,000 1-Jul-05
75,000 1-Jul-05
–
–
–
–
–
–
–
– 225,000
$0.28
–
$0.28
$0.28
–
–
–
$0.28 1-Jul-08 1-Jul-10
–
$0.28 1-Jul-08 1-Jul-10
$0.28 1-Jul-08 1-Jul-10
–
–
–
36
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a
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r
o
p
e
r
6
0
0
2
All grants of options vest after 3 years to the extent that vesting criteria are met. If the vesting critera are not met the
options may be forfeited. Options expire two years after vesting.
(b) Number of options held by key management personnel (consolidated)
BalanCe
30-JUn-05
granted as
reMUneration
lapsed
BalanCe
30-JUn-06
Vested at 30 JUne 2006
total
exerCisaBle
UnexerCisaBle
Directors
K Hansen (Chairman)
G Tomlinson
B Adams
A Hansen (MD & CEO)
Executives
–
–
–
150,000
–
–
–
–
–
–
–
–
–
–
– 150,000 150,000 150,000
–
–
–
–
–
–
G Lister (CFO & Company Secretary)
G Kentish (GM, Hansen Europe)
J Payne (GM, Outsourcing)
C Hunter (Chief Operations Officer)
P Day (Chief Information Officer)
Total
150,000
–
150,000
225,000
–
75,000
–
75,000
75,000
–
675,000 225,000
– 225,000
–
–
– 225,000
– 300,000
–
–
– 900,000
–
–
–
75,000
–
–
–
–
–
75,000
–
–
–
–
–
–
–
–
–
–
–
–
37
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0
0
2
(c) Number of shares held by key management personnel
BalanCe
30-JUn-05
reCeiVed as
reMUneration
options
exerCised
net Change
other
BalanCe
30-JUn-06
Directors
K Hansen (Chairman)
G Tomlinson
B Adams
D Osborne
A Hansen (MD & CEO)
Executives
67,256,298
437,312
150,035
–
9,921,522
G Lister (CFO & Company Secretary)
G Kentish (GM, Hansen Europe)
J Payne (GM, Outsourcing)
C Hunter (Chief Operations Officer)
P Day (Chief Information Officer)
Total
412,691
–
14,180
39,640
–
78,231,678
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
26,500,969 93,757,267
218,656
210,049
173,699
1,500,000 11,421,522
(218,656)
60,014
173,699
337,735
–
7,581
149,581
–
750,426
–
21,761
189,221
–
28,073,611 106,742,601
Consolidated entity
parent entity
2006
$’000
2005
$’000
2006
$’000
2005
$’000
22 Auditor's remuneration
Audit services:
Auditors of the Company
Australia
– audit and review of the financial report of the entity
and any other entity in the consolidated entity
112
121
Overseas Firms
– audit and review of financial reports
Other services:
Auditors of the Company
Australia
– taxation services
Overseas Firms
– taxation services
98
210
113
234
50
32
82
41
38
79
37
–
–
–
–
–
–
4
–
4
15
–
15
notes to the financial statements
For the year ended 30 June 2006
23 Related party disclosures
(a) The consolidated financial statements include the financial statements of Hansen Technologies Ltd and its
controlled entities listed below:
naMe
note
CoUntry oF inCorporation
Parent entity
Hansen Technologies Limited
Australia
ordinary share
Consolidated
entity interest
2006
%
2005
%
Subsidiaries of Hansen Technologies Ltd
100
Hansen Corporation Pty Ltd as trustee for Kenneth A Hansen Unit Trust Australia
100
Australia
Hansen Research & Development Pty Ltd
100
Australia
Hansen Corporation Investments Pty Ltd
100
Australia
Radius Computing Pty Ltd
100
Australia
Hansen Professional Services Pty Ltd
100
Hong Kong
Hansen Corporation Asia Limited
100
United Kingdom
Hansen Corporation Europe Limited
New Zealand
Hansen Corporation Limited
100
United States of America 100
Hansen Corporation USA, Limited
Australia
Hansen Holdings (Asia) Pty Ltd
100
United States of America 100
Hansen North America, Inc.
N/A
Hansen IBP Ltd
N/A
Hansen SVi Ltd
N/A
Hansen Technologies (Malaysia) Sdn. Bhd.
100
Hansen Datatrue Ltd
(i) Hong Kong
(i) Hong Kong
(i) Malaysia
(ii) United Kingdom
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
38
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6
0
0
2
Notes:
(i) These entities were placed into liquidation on 29 August 2002 and winding up prior to 30 June 2006.
(ii) This entity is in the process of being deregistered.
(b) The following provides the total amount of transactions that were entered into with related parties for the relevant
financial year:
Transactions with key management personnel of the entity or its parent and their personally related entities
The terms and conditions of the transactions with Directors and their Director-related entities were no more
favourable than those available, or which might reasonably be expected to be available, on similar transactions
to non-director related entities on an arm's length basis.
The aggregate amounts recognised during the year relating to Directors and their Director-related entities were as follows:
K Hansen and A Hansen - Lease rental payments
770,713
791,899
–
Consolidated entity
parent entity
2006
$’000
2005
$’000
2006
$’000
2005
$’000
–
Lease rental payments
Mr K Hansen and Mr A Hansen have through entities with which they are related leased properties to the consolidated
entity on an arm's length basis. Total lease rental payments made to these Director-related entities for the year ended
30 June 2006 were $126,920 and $643,793 respectively (2005: $123,612 and $668,287 respectively).
39
38
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o
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0
2
The son of Mr K Hansen, also the brother of Mr A Hansen, is a Director and shareholder of Hansen Couriers Pty Ltd
which has previously provided courier services to the consolidated entity at ordinary commercial rates and terms on
an arm's length basis. Mr K Hansen was a Director of Hansen Couriers Pty Ltd up until his resignation on 25 October
2005. Total courier fees paid to Hansen Couriers Pty Ltd during this period was $NIL (2005: $68,597).
Transactions with other related parties
The classes of other related parties are:
– Wholly-owned group
– Other related parties
All transactions with other related parties are on normal terms and conditions.
During the 2002 financial year, the Company acquired Hansen North America, Inc. Group of entities from Mr W Roetzheim,
a Director of Hansen North America, Inc. At 30 June 2006, the financial information relating to payments made in respect of
this acquisition, including amounts outstanding at that date are as follows:
Acquisition of Hansen North America, Inc.
Consideration paid
–
223
–
–
Consolidated entity
parent entity
2006
$’000
2005
$’000
2006
$’000
2005
$’000
24 Segment Information
Inter-segment pricing is determined on an arm's length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis. Unallocated items mainly comprise income-earning assets and revenue, interest-bearing loans,
borrowings and expenses, and corporate assets and expenses.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be
used for more than one period.
Business segments
The consolidated entity comprises the following main business segments, based on the consolidated entity's management
reporting system:
Billing:
IT Outsourcing:
Other:
Represents the sale of billing applications and the provision of consulting services in regard to
billing systems.
Represents the provision of various IT outsourced services covering facilities management,
systems and operations support, network services, call centre services, telehousing and business
continuity support.
Represents software and service provision in the areas of call centre productivity, rostering,
superannuation administration and asset management.
39
geographical segments
In presenting information on the basis of geographical segments, segment revenue is based on the geographical
location of customers. Segment assets are based on the geographical location of the assets. The consolidated entity's
business segments operate geographically as follows:
Australia:
USA:
Europe:
Other:
Sales and services in all Australian states and territories
Sales and services throughout the USA
Sales and services throughout Europe
Sales and services throughout Asia and New Zealand
notes to the financial statements
For the year ended 30 June 2006
Business segments
Revenue
External segment revenue
Other unallocated revenue
Total revenue
Result
Segment result
Unallocated corporate expenses
Profit / (loss) from ordinary activities before
income tax
Income tax (expense) / benefit
Net profit / (loss)
Billing
it oUtsoUrCing
other
Consolidated entity
2006
$’000
2005
$’000
2006
$’000
2005
$’000
2006
$’000
2005
$’000
2006
$’000
2005
$’000
21,849 25,330 23,322 22,988 4,311 3,522 49,482 51,840
1,768 1,657
51,250 53,497
1,252 (1,138) 2,703 1,938
669 1,322 4,624 2,122
(4,289) (6,010)
335 (3,888)
389 1,216
724 (2,672)
172 5,074 4,824
109
5,140 4,933
66
Depreciation and amortisation
Depreciation and amortisation - unallocated
3,483 2,973 1,312
1,679
279
40
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0
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2
Segment result is inclusive of some individually
significant items.
Individually significant segment items
Write-off of goodwill
Provision for surplus lease space
Sale of intellectual property
(Other unallocated revenue)
Assets
Segment assets
Unallocated corporate assets
Consolidated total assets
Liabilities
Segment liabilities
Unallocated corporate liabilities
Consolidated total liabilities
– (3,604)
–
–
–
–
–
–
–
–
(572)
–
–
–
–
–
–
–
– (3,604)
(572)
–
–
558
16,479 17,250 8,407 8,293 1,081
5,173 6,041 7,165
7,151
890
944 25,967 26,487
20,323 14,099
46,290 40,586
778 13,228 13,970
867
236
13,464 14,837
Acquisition of non-current assets
394 1,553
185 1,325
16
43
595 2,921
2006 2005 2006 2005 2006
geographical segments
2006
$’000
2005
$’000
2006
$’000
2005
$’000
2006
$’000
2005
$’000
2006
$’000
2005
$’000
2006
$’000
2005
$’000
aUstralia
Usa
eUrope
other
Consolidated entity
External segment revenue
by location of customers
Segment assets by location
of assets
Acquisition of non-current
assets
46,120 47,345
278
820 3,084 3,592
–
83 49,482 51,840
42,729 36,753
114
716 3,330 3,030
117
87 46,290 40,586
451 2,815
2
15
142
91
–
–
595
2,921
41
25 Financial Instruments
(a) interest rate risk
Interest rate risk exposures
The consolidated entity's exposure to interest rate risks and the effective interest rates of financial assets and
financial liabilities, both recognised and unrecognised at balance date, are as follows:
40
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a
t
r
o
p
e
r
6
0
0
2
2006
Financial assets
Cash
Receivables
Other assets
Financial liabilities
Payables
Borrowings
Provisions
2005
Financial assets
Cash
Receivables
Other assets
Financial liabilities
Payables
Borrowings
Provisions
(b) Credit risk exposures
Fixed interest MatUring in:
Floating
interest
rate
$’000
1 year
or less
$’000
1 to 5
years
$’000
More than
5 years
$’000
Weighted
aVerage
interest
rate
note
17 5.13%
7 8.25%
9
12
13 8.80%
14
6,895
–
–
6,895
–
2,124
–
2,124
–
–
–
–
–
835
–
835
17 4.30%
8.25%
7
9
887
–
–
887
-
1,340
–
1,340
12
13 8.80%
14
–
–
–
–
–
962
–
962
–
1,177
–
1,177
–
243
–
243
–
330
–
330
–
893
–
893
non-
interest
Bearing
$’000
total
$’000
–
5,810
795
6,895
8,177
795
6,605 15,867
4,245
–
4,313
8,558
4,245
1,165
4,313
9,723
–
4,063
1,688
5,751
887
6,296
1,688
8,871
4,671
4,671
2,139
–
4,192
4,192
8,863 11,002
41
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to
recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts of those
assets, as disclosed in Balance Sheet and Notes to the Financial Statements.
Credit risk for derivative financial instruments arises from the potential failure by counterparties to the contract
to meet their obligations. The credit risk exposure to forward exchange contracts is the net fair value of these
contracts.
The consolidated entity does not have any material credit risk exposure to any single debtor or group of debtors
under financial instruments entered into by the consolidated entity.
Concentrations of credit risk
The consolidated entity minimises concentrations of credit risk in relation to trade receivables by undertaking transactions
with a large number of customers. Concentrations of credit risk on trade and term debtors are: Utilities 36% (2005: 35%),
Finance Sector 40% (2005: 28%), Telecommunications 13% (2005: 20%) and Other 11% (2005: 17%).
(c) Fair values
The net fair value of financial assets and financial liabilities approximates their carrying amounts as disclosed in
Balance Sheet and Notes to the Financial Statements.
notes to the financial statements
For the year ended 30 June 2006
26 Subsequent events
In August 2006 Hansen sold the distribution and support rights for the AssetLife software. This is a post balance
date event and the sale consideration is not reflected in the results to June 2006. Asset management has been
a solid but non-core business since the software was acquired back in 1998. The sale of AssetLife was part of a
planned strategy to focus development resources on the fantastic growth opportunities which are currently present
for Hansen's core billing business. As a consequence of the sale Hansen will no longer be directly involved in the
development of AssetLife management software but will receive rights as a distributor for AssetLife and be in a
position to distribute a broader range of products made available from the purchaser. We are not able to disclose the
financial consideration due to contractual undertakings.
note
27 First-adoption of AIFRS - reconciliation of equity reported
under AGAAP to equity under AIFRS
(a) At the date of transition to AIFRS - 1 July 2004
agaap
$’000
adJ
$’000
aiFrs
$’000
42
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2
Current assets
Cash and cash equivalents
Trade receivables
Other current assets
Total current assets
Non-current assets
Receivables
Plant and equipment
Intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Short-term borrowings
Current tax payable
Short-term provisions
Other current liabilities
Total current liabilities
Non-current liabilities
Payables
Long-term borrowings
Long-term provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Foreign currency translation reserve
Options granted reserve
Retained earnings (accumulated losses)
Total equity
3,623
5,275
1,817
10,715
1,179
6,819
23,147
1,107
155
32,407
43,122
4,943
556
51
4,013
3,438
13,001
300
893
153
1,346
14,347
28,775
96,158
(478)
–
(66,905)
28,775
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,623
5,275
1,817
10,715
1,179
6,819
23,147
1,107
155
32,407
43,122
4,943
556
51
4,013
3,438
13,001
300
893
153
1,346
14,347
28,775
–
–
13
(13)
–
96,158
(478)
13
(66,918)
28,775
43
42
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o
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6
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0
2
(b) At the end of the last annual reporting period under AGAAP - 30 June 2005
note
agaap
$’000
adJ
$’000
aiFrs
$’000
Current assets
Cash and cash equivalents
Trade receivables
Other current assets
Total current assets
Non-current assets
Receivables
Plant and equipment
Intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Short-term borrowings
Short-term provisions
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Long-term provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Foreign currency translation reserve
Options granted reserve
Retained earnings (accumulated losses)
Total equity
887
5,403
2,832
9,122
893
6,746
20,428
2,312
35
30,414
39,536
4,671
962
4,246
3,160
13,039
1,177
621
1,798
14,837
24,699
43,452
(480)
–
(18,273)
24,699
–
–
–
–
–
–
1,050
–
–
1,050
1,050
–
–
–
–
–
–
–
–
–
1,050
–
254
45
751
1,050
887
5,403
2,832
9,122
893
6,746
21,478
2,312
35
31,464
40,586
4,671
962
4,246
3,160
13,039
1,177
621
1,798
14,837
25,749
43,452
(226)
45
(17,522)
25,749
43
notes to the financial statements
For the year ended 30 June 2006
note
agaap
$’000
adJ
$’000
aiFrs
$’000
28 First-adoption of AIFRS - reconciliation of profit reported
under AGAAP to profit under AIFRS
Reconciliation of profit for the year ended 30 June 2005
Revenue from rendering of services
Other revenues
Total revenue
Employee expenses
Depreciation and amortisation expenses
Impairment of non-current assets
Finance costs
Operating lease rental expenses
Contractor and consultant expenses
Software licence expenses
Hardware and software expenses
Transportation expenses
Travel expenses
Data communication expenses
Legal, settlement and liquidation costs
Other expenses
51,840
1,657
53,497
(30,797)
(5,983)
(3,604)
(502)
(4,062)
(1,865)
(719)
(5,300)
(586)
(1,183)
(3,099)
(40)
(407)
(58,147)
–
–
–
51,840
1,657
53,497
(34)
1,050
–
–
–
–
–
–
–
–
–
–
(254)
762
(30,831)
(4,933)
(3,604)
(502)
(4,062)
(1,865)
(719)
(5,300)
(586)
(1,183)
(3,099)
(40)
(661)
(57,385)
Profit (loss) before income tax
Income tax benefit
(4,650)
1,216
762
–
(3,888)
1,216
Profit (loss) from continuing operations
(3,434)
762
(2,672)
Profit (loss) for the half-year
(3,434)
762
(2,672)
Profit (loss) attributable to the members of the parent
(3,434)
762
(2,672)
Basic earnings / (loss) per share
Diluted earnings / (loss) per share
($0.029)
($0.029)
($0.023)
($0.023)
29 First-adoption of AIFRS - reconciliation of cash flow statement for the
year ended 30 June 2005 as reported under AGAAP to cash flows under AIFRS
The adoption of AIFRS has not resulted in any material adjustments to the cash flow statement.
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30 First adoption of AIFRS - explanation of changes in accounting policy arising on first-time adoption of AIFRS
(i) share based payments
Under AASB 2 Share-based Payments, the company is required to determine the fair value of equity settled
transactions and recognise an expense in the Income Statement.
On first-time adoption of AIFRS, retained earnings at 1 July 2004 and reported results for the financial year to 30
June 2005 have been adjusted for all share-based payments granted after 7 November 2002, which did not vest
prior to 1 January 2005.
(ii) goodwill
Goodwill on consolidation has been recalculated to de-recognise intangible assets acquired that do not meet the
identifiability criteria under AIFRS, and to recognise deferred tax liabilities at the acquisition date under the balance-
sheet method.
In accordance with AASB 1, amortisation of goodwill ceases on first-time adoption of AIFRS at 1 July 2004. The
carrying amount of goodwill as previously reported under AGAAP at 30 June 2004 is subject to impairment testing
from that date.
(iii) impairment of assets
Under AIFRS the recoverable amount test under the previous AGAAP is replaced by impairment testing whereby
the recoverable amount is determined as the higher of fair value less costs to sell and value in use. Value in use
incorporates the use of discounted cash flows.
(iv) income taxes
Under AIFRS a balance sheet approach has been adopted under which temporary differences are identified for
each asset and liability rather than accounting for the effect of timing and permanent differences between taxable
and accounting profit. A future income tax benefit is recognised for tax losses where their realisation is considered
probable.
On first-time adoption of AIFRS, adjustments to the provision for deferred tax have been recognised for asset
revaluations and foreign currency exchange provisions.
45
(v) effects of changes in foreign exchange rates
The parent entity has a foreign subsidiary, which was previously considered to be integrated with the parent entity.
On first-time adoption of AIFRS new rules apply for translation of the foreign subsidiary’s results to be included in the
consolidated financial statements.
In accordance with the exemption available on first-time adoption of AIFRS the cumulative translation differences of
all foreign operations are deemed to be zero. On first-time adoption of AIFRS translation differences for the financial
year to 30 June 2005 are calculated in accordance with the new rules and any translation difference is included as a
separate component of equity.
directors’ declaration
The Directors declare that the financial statements and notes set out on pages 14 to 45 in accordance with the
Corporations Act 2001:
(a) Comply with Accounting Standards and the Corporations Regulations 2001, and
(b) Give a true and fair view of the financial position of the consolidated entity as at 30 June 2006 and of its
performance as represented by the results of its operations and its cash flows, for the year ended on that date.
In the Directors’ opinion there are reasonable grounds to believe that Hansen Technologies Limited will be able to pay
its debts as and when they become due and payable.
This declaration has been made after receiving the declarations required to be made by the Chief Executive Officer and
Chief Financial Officer to the Directors in accordance with sections 295A of the Corporations Act 2001 for the financial
year ending 30 June 2006.
This declaration is made in accordance with a resolution of the Directors.
Dated at Melbourne this 29th day of September 2006.
Signed in accordance with a resolution of the Directors:
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Kenneth Hansen
Director
Andrew Hansen
Director
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independent audit report
Scope
We have audited the financial report of Hansen Technologies Limited and controlled entities for the financial year ended
30 June 2006 comprising the Directors' declaration, income statement, balance sheet, statement of changes in equity,
statement of cash flows and notes to the financial statements.
The company's directors are responsible for the financial report. We have conducted an independent audit of this
financial report in order to express an opinion on it to the members of the Company.
Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance
whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of
evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies
and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all
material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory
professional reporting requirements in Australia and Corporations Act 2001 so as to present a view which is consistent
with our understanding of the company's financial position and performance as represented by the results of their
operations and their cash flows.
The audit opinion expressed in this report has been formed on the above basis.
Audit Opinion
In our opinion, the financial report of Hansen Technologies Limited is in accordance with:
(a) the Corporations Act 2001, including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2006 and of its
performance for the year ended on that date; and
(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
(b) other mandatory professional reporting requirements in Australia.
Dated at Melbourne this 29th day of September 2006.
47
PITCHER PARTNERS
D B Rankin
Partner
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Corporate governance
The Corporate Governance principles for the management
and operation of the Hansen group of companies are
available for review on the corporate web site, www.
hsntech.com.
Introduction
Hansen aims to govern our business to meet our
responsibilities to our shareholders, customers, employees
and community. The Hansen Corporate Governance
principles are designed to provide guidance to achieve this
in practice.
The Board is committed to achieving best practice in
Corporate Governance and the principles of the ASX
Corporate Governance Council are recognised and
supported. The Hansen Board, management and staff are
cognisant of the Hansen governance principles and the
Board aims is to revise the governance practices to ensure
we improve and keep in step with current standards.
The Hansen principles of Corporate Governance are
represented by:
1. Board Charter
2. Audit Charter
3. Code of Conduct
4. Risk Management Policy
5. Shareholder Communications
6. Share Trading Policy
7. Remuneration Policy
8. Continuous Disclosure
1. Board of Directors Charter
Introduction
The primary role of the Board of Directors is to provide
effective governance over the Hansen Technologies
Group’s performance and affairs. In carrying out its
responsibilities, the Board undertakes to serve the interest
of shareholders, employees, customers and the broader
community honestly, fairly, diligently and in accordance
with applicable laws.
Composition
three Directors and a maximum of ten. There are currently
3 non-executive directors and one executive director on
the Board, the CEO Andrew Hansen.
The Chairman of the Board, Kenneth Hansen, is the
original founder of the Company and currently its majority
shareholder. His background in computer services,
outsourcing and software development and his specific
experience in utility billing applications offer a depth of
experience and skills that are important for the position of
Chairman. Given the specialist nature and industry specific
focus of Hansen’s business an independent chairman is
not regarded as necessary at this time.
Meetings
The Board will meet as often as deemed necessary by the
directors in order to fulfil their duties and responsibilities as
directors and as dictated by the needs of the business. It
is expected that under normal circumstances the Board
will meet at least once each month.
Independence
The Board’s definition of an independent director is one
who is independent of management and free from any
business or other relationship that could materially interfere
with the exercise of independent judgment.
Consideration is always given to the issue of director
independence in respect to each given situation to be
considered. Where potential for conflict is identified the
Board appoints a sub committee specifically structured,
authorised and tasked to determine the appropriate actions
or responses so as to eliminate any potential for conflicts.
Board’s Duties and Responsibilities
The Board’s specific responsibilities include:
• providing strategic direction and approving corporate
strategies;
• selecting and appointing (and, if appropriate, removing
from office) the Chief Executive, determining his or
her conditions of service and monitoring his or her
performance against established objectives;
The Board determines the Board’s size and composition,
subject to limits imposed by the Company’s Constitution.
The Constitution determines the basis for the election/
appointment of Directors and provides for a minimum of
• monitoring management and financial performance;
• ensuring that adequate risk management controls and
reporting mechanisms are maintained;
• approving and monitoring the progress of major capital
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expenditure, capital management and acquisitions
and divestments;
• ensuring that continuous disclosure requirements are
met; and
• ensuring responsible corporate governance is understood
and observed at management and Board level.
The Board delegates to the Chief Executive responsibility
for implementing the strategic direction, and for managing
the day-to-day operations, of the Hansen Group. The
Chief Executive consults with the Chairman, in the first
instance, on matters that are sensitive, extraordinary or of
a strategic nature.
Board’s Rights
The Board shall have full and free access to executives
and other employees of the Group.
The Board collectively and each Director individually may
take, at the Company’s expense, such independent advice
as is considered necessary to fulfil their relevant duties and
responsibilities. Individual Board members seeking such
advice must obtain the approval of the Chairman, which
will not be unreasonably withheld, and the advice will be
made available to all Board members as appropriate.
Board Committees
To assist it in carrying out its responsibilities, the Board has
established several standing committees comprising some
or all of its members. They are:
• Audit and Risk Management Committee
• Remuneration Committee
• Nominations Committee
The first two committees are composed of non-executive
Directors only. The Nominations Committee is a committee
of the full Board.
The Audit and Risk Management Committee meets at least
twice a year and the other committees meet as required.
Other committees of the Board are established from time
to time to undertake specific tasks for and on behalf of the
Board as and when deemed appropriate.
Performance Evaluation
involve the assessment of all of the Board’s key areas of
responsibility. The Board’s contribution as a whole should
be reviewed and areas where improvement can be made
should be noted.
The performance evaluation process is as follows:
• each member of the Board and Committees will
complete a written performance evaluation questionnaire
each year and submit this to the Chairman;
• the Chairman of the Board will present a report
incorporating his assessment of the questionnaires to
enable the Board to assess, and if necessary, take action;
• the Board will agree on development and action to
improve performance, to be completed by the end of
each year;
• outcomes and actions will be minuted; and
• the Chairman will assess during the year the progress of
the actions to be achieved.
This process aims to ensure that individual Directors and
the Board as a whole contribute effectively in achieving the
duties and responsibilities of the Board.
2. Audit Committee Charter
Introduction and Organisation
This charter governs the operations of the Audit
Committee. The Committee shall review and reassess the
charter at least annually and obtain the approval of the
Board of Directors for any changes.
Membership
The Audit Committee was formed in May 2000. Generally
the approach to the Committee is that the members
will be of, and appointed by, the Board of Directors
and shall preferably comprise three directors that have
diverse and complementary backgrounds. In addition, the
Committee chair shall be independent, possess leadership
experience and a sound finance or business background.
All Committee members must be appropriately financially
literate, such qualification is interpreted by the Board
in its business judgment. Furthermore, at least one
member shall have accounting and / or related financial
management expertise.
The Board reviews and evaluates the performance of
the Board and the Board committees. The process is to
The members of the Committee as at 30 June 2006 are two
non-executive directors, David Osborne and
49
Bruce Adams. The Chairman of the Audit Committee is
currently Bruce Adams.
A member of the Committee shall be considered
independent so long as they do not have any relationship
with the Hansen Group that may interfere with the exercise
of independent judgment. This means they shall not
accept any consulting, advisory, or other compensatory
fee from the Company and are not an affiliated person
of the Hansen Group or its related entities. The only
compensation shall be directors’ fees for services provided
to the Audit Committee.
Meetings
The Committee shall meet at least twice each year. The
purpose of these meetings shall be to:
1. review and approve the half-year financial report;
2. review and approve the annual financial report;
3. review the external audit reports; and
4. perform the general responsibilities of the Committee.
Purpose
The Audit Committee shall provide assistance to the
Board of Directors in fulfilling its corporate governance
and oversight responsibilities in relation to the Company’s
financial reporting, internal control structure, risk
management systems, and external audit functions.
In doing so, it is the responsibility of the Committee to
maintain free and open communication between the
Committee, external auditors and management of the
Hansen Group. In discharging its oversight role, the
Committee is empowered to investigate any matter
brought to its attention with full access to all books,
records, facilities, and personnel of the Hansen Group and
the authority to engage independent counsel and other
advisers as it determines necessary to carry out its duties.
Duties and Responsibilities
The following shall be the principal duties and
responsibilities of the Audit Committee. These are set forth
as a guide with the understanding that the Committee
may supplement them as appropriate.
Understanding the Business
The Committee shall ensure it understands the Group’s
structure, controls, and types of transactions in order to
adequately assess the significant risks faced by the Group
in the current environment.
Financial Reporting
The primary responsibility of the Audit Committee is to
oversee the Group’s financial reporting process on behalf
of the Board and report the results of its activities to the
Board. Whilst the Audit Committee has the responsibilities
and powers set forth in this Charter, it is not the duty of
the Audit Committee to plan or conduct audits. The Board
of Directors is responsible for the Group’s financial reports
including the appropriateness of the accounting policies and
principles that are used by the Group. The external auditors
are responsible for auditing the Group’s financial reports
and for reviewing the Group’s interim financial reports. The
Committee, in carrying out its responsibilities, believes its
policies and procedures should remain flexible, in order
to best react to changing conditions and circumstances.
The Committee will take appropriate actions to set the
overall corporate ‘tone’ for quality financial reporting, sound
business risk practices, and ethical behaviour.
Assessment of Accounting, Financial and
Internal Controls
The Committee shall discuss with management and
the external auditors, the adequacy and effectiveness
of the accounting and financial controls, including the
Group’s policies and procedures to assess, monitor, and
manage business risk, and legal and ethical compliance
programs (including the Group’s Code of Conduct).
Any opinion obtained from the external auditors on the
Group’s choice of accounting policies or methods should
include an opinion on the appropriateness and not just the
acceptability of that choice or method. The Committee
shall meet separately periodically with management and
the external auditors to discuss issues and concerns
warranting Committee attention, including but not limited
to their assessments of the effectiveness of internal
controls and the process for improvement. The Committee
shall provide sufficient opportunity for the external auditors
to meet privately with the members of the Committee. The
Committee shall review with the external auditor any audit
problems or difficulties and management’s response. The
Committee shall receive regular reports from the external
auditor on the critical policies and practices of the Group,
and all alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management.
Appointment of External Auditors
The Committee shall be directly responsible for making
recommendations to the Board of Directors on the
appointment, reappointment or replacement (subject,
if applicable, to shareholder ratification), remuneration,
monitoring of the effectiveness, and independence of the
external auditors, including resolution of disagreements
between management and the auditor regarding financial
reporting. The Committee shall pre-approve all audit and
non-audit services provided by the external auditors and
shall not engage the external auditors to perform any non-
audit / assurance services that may impair or appear to
impair the external auditor’s judgment or independence in
respect of the Hansen Group.
Assessment of External Audit
The Committee, at least on an annual basis, shall obtain
and review a report by the external auditors describing (or
meet, discuss and document the following with them):
• the audit firm’s internal quality control procedures;
• any material issues raised by the most recent internal
quality control review, or peer review, of the audit firm,
or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out
by the firm, and any steps taken to deal with any such
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issues; and
• all relationships between the external auditor and the
Group (to assess the auditor’s independence).
In addition, the Committee shall give clear direction in
hiring policies for employees or former employees of the
external auditor in order to prevent the impairment or
perceived impairment of the external auditor’s judgment or
independence in respect of the Hansen Group.
Independence of External Auditors
The Committee shall review and assess the independence
of the external auditor, including but not limited to any
relationships with the Group or any other entity that may
impair or appear to impair the external auditor’s judgment
or independence in respect of the Group. Furthermore, the
Committee shall draft an annual statement for inclusion
in the Group’s annual report of whether the Committee is
satisfied the provision of non-audit services is compatible
with external auditor independence.
Scope of External Audit
The Committee shall discuss with the external auditors
the overall scope of the external audit, including identified
risk areas and any additional agreed-upon procedures.
In addition, the Committee shall also review the external
auditor’s compensation to ensure that an effective,
comprehensive and complete audit can be conducted for
the agreed compensation level.
Committee Performance
The Committee shall perform an evaluation of its
performance at least annually to determine whether it is
functioning effectively by reference to current best practice.
3. Code of Conduct
Introduction
At Hansen Technologies we recognise that our Group
is made up by the individual employees representing
our operation globally. Each person as an individual is
responsible for their own behaviours and should take
accountability for their actions and choices. The Hansen
Technologies Code of Conduct has been established to
assist all Hansen representatives to make considered
choices in regard to their behaviour. The Code of Conduct
reflects the Hansen’s Group primary values of integrity,
respect, teamwork and performance.
Our Code
To respect the law and act accordingly, including the
following:
• Hansen employees operate in numerous countries
and it is essential that the laws of each jurisdiction are
observed and followed. It is important to note that the
observance of the laws is not simply because they exist,
it is because it is right to do so. Breaching laws and
regulations can result in serious consequences for the
Hansen Group and the individual involved;
• we should respect customs and business practices of
countries in which we operate, whilst always observing
the primary principles of this code;
• where we believe our product or service provision would
be used in relation to illegal activities, we would withdraw
from involvement;
• discharging of authority to sign documents on behalf
of the Hansen Group should be performed responsibly
and indicates we have received and understood the
document being signed. We are not to act outside our
authority; and
• breaches of any law should be notified to management.
Behave as a good corporate citizen and build
community respect
Whilst pursuing our business objectives we should aim
to contribute to the communities we operate within and
should consider the impact of decisions on our colleagues,
customers and community.
Respect confidentiality and use information in an
appropriate manner
We respect the confidential nature of the Hansen Group’s
business affairs and those of our customers and colleagues.
As a part of our employment contract with the Hansen
Group we commit to keeping confidential information
we obtain in the course of our employment. Confidential
information is to be used only for authorised work-related
tasks, and never for personal gain or for the gain of others.
Value and build on our professionalism
A corner stone of the Hansen business is the
professionalism and conduct as individuals and of the
Hansen Group. In addition to conducting ourselves
ethically, we should continually aim for excellence in all
elements of our business activity.
Recognise potential conflicts of interest and act to
avoid them
A conflict of interest occurs where an employee has a
personal or professional interest sufficient to influence,
or appear to influence, the objective performance of
their duties and responsibilities to the Hansen Group. No
employee of the Group should allow themselves to be
placed in a position where they have a conflict with their
duties and responsibilities to the Hansen Group, or which
are prejudicial to the Group. Employees should speak
to their manager where they have concerns regarding a
potential conflict of interest.
Breaches of the Code of Conduct
Employees who breach this Code may face disciplinary
action, which could result in changes to their employment.
4. Risk Management Policy
Introduction
Hansen recognises that the daily activities and existence of
its business is subject to various elements that can create
uncertainty and the challenge is to balance and manage
this process while striving to grow our stakeholder value.
Hansen recognises that such uncertainty brings with it
potential risk and opportunity. At Hansen all members of
the Group aim to promote culture, internal controls and
51
reporting which will empower all employees to manage
risk as and when it occurs, with the aim of achieving the
stated goals and strategic objectives.
Roles and Responsibilities
Board of Directors is responsible for approving and
reviewing Hansen’s risk management and policy. It
delegates daily management responsibility to the Chief
Executive Officer and is supported by sub-committees to
monitor risk management and performance controls.
Board Audit Risk Management Committee is
responsible for overseeing all aspects of internal control
including compliance activities, the appropriateness of
accounting policies and the adequacy of financial reporting.
Executive Management is responsible for implementing
Board approved Risk Management Policy and developing
operational policies, controls, processes and procedures
for identifying and managing risks in all of Hansen’s
activities.
Independent Review will be conducted including:
• external audit being an overall independent evaluation of
the adequacy and effectiveness of management’s control
of operational risk;
• quality Assurance audits verifying that systems are
operating as planned; and
The foundation control is that individuals throughout the
Hansen Group are aware of credit risk and act to identify,
report and manage situations that arise. Specific policies
and procedures are in place to deal with credit risk, the
critical element of these policies being segregation of
duties and delegation of authority. Throughout the course
of the credit cycle each phase is assessed by the relevant
specialist group. Each group is trained and independent in
the cycle.
ORIgINaTION
• Target markets
• Within Group strategy
pROBLeM MaNageMeNT
• Senior management involved
• Loss recognition where necessary
Sales / Vendor Dept. responsible
Risk Group & Finance responsible
eVaLUaTION
• Credit assessment
• Currency assessment
Finance Dept. responsible
ONgOINg MaNageMeNT
& aDMINISTRaTION
• Customer management
• Vendor management
• Ongoing finance review
Account Mgrs & Finance responsible
appROVaL
• Delegation of authority
• Relevant areas to approve
• Centralised
Finance, Legal &
Commercial Delivery responsible
DOCUMeNTaTION & eXeCUTION
• Standardised
• Centralise
CEO / Co Sec
& Legal responsible
• independent reviews that may be conducted for special
Market Risk
assessment as required.
KEY RISK CATEGORIES
Operational Risk
Operational risk is the risk of loss resulting from inadequate
or failed internal processes or systems, decisions of
employees or from external events.
Hansen operates under a corporate governance
framework that is approved by the Board. Implementation
and accountability is the responsibility of management with
effectiveness being subject to external audit review.
Each individual business unit is responsible for the
identification, measurement, monitoring and mitigation of
operational risk. This is supported by input from corporate
level functions such as the office of Chief Operating
Officer, Risk Management Group, Legal and Finance
Departments.
The internal control system is an integral part of Hansen’s
operations and involves all levels of personnel. The controls
are preventative and detective in nature and are reviewed
regularly for relevance and effectiveness. Key elements
to the internal control system are Change Management,
Finance Procedures, Delegation of Authority, Segregation
of Duties, Access Security, Reconciliation, Documentation
and Reporting. This is further supported by Contingency
Planning and Continual Improvement activities.
Credit Risk
Credit risk is the potential for financial loss where
customers or business associates fail to meet their
financial obligations to Hansen.
Market risk is the potential for financial loss arising from
Hansen’s activities in the information technology market
across all regions. The components of the market risk
framework Hansen operates in are:
ORIgINaTION
• Target markets
• Know your customers
• Know your vendors
• Product planning & management
• Pricing models
• Resource planning
eNVIRONMeNT
• Assess the market & region
• Assess the product for the region
• Global Hansen policies
to be observed
• Manage segregation of duties
MONITORINg & RepORTINg
aUTHORITIeS
• Transparency and communication
• Change management
• Central reporting on
product, financials, operations,
legal & risk management
• Delegation of authority
• Central authorities
• Supports segregation of duties
Overall Risk Treatment
Hansen relies on the internal control systems and the
ability and culture of staff and management to identify,
report and manage risk. All risks are to be reported to
the appropriate line manager and risk manager. The line
manager and risk manager will then decide any further
steps which are required to manage the risk. The risk can
be escalated to the executive management group or the
Board where necessary.
Where Hansen identifies risk, the risk will be managed with
the aim of minimising the likelihood of an adverse event
occurring, maximising the likelihood of a positive outcome
and reducing the impact of the risk.
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5. Shareholder Communications
Introduction
Hansen has established communication mechanisms
to provide shareholders with information about their
Company and to enable them to exercise their rights as
shareholders in an informed manner.
Communication Methods
Information is communicated to shareholders through:
• the Hansen web site, www.hsntech.com, providing up to
date information on the Hansen Group, but particularly,
the “Investor Relations” section contains a range of
information relevant to shareholders. The Investor
Relations section currently contains:
- ASX announcements
- Annual Reports
- Corporate Governance
- Financial Results
- Presentations
- Share registry contact details and links
- Key dates
- Share price link to ASX
- Contact link for more information;
• the distribution of the Annual Report and Notice of
other securities, which is not generally available to others:
• must not subscribe for, buy or sell shares, other
securities of the Company, or other price sensitive
products to which the inside information relates, either
for themselves, or for others;
• must not get another person (whether a family member,
friend, associate, colleague, or your broker, investment
adviser, private company or trust) to subscribe for, buy or
sell the affected shares or other securities or other price
sensitive products for the employee, for another person
or for themselves;
• must not, either directly or indirectly, give the inside
information, or allow it to be given to another person
who they know, or should know, would be likely to do
any of the prohibited things described above; and
• must not communicate inside information to anybody
who works for the Hansen Group except on a "need
to know" basis and in accordance with the rules and
policies of the relevant business division.
As a general rule, directors and senior executives are only
permitted to trade Hansen shares in the 30-day period
Annual General Meeting by post; and
commencing two days after:
• post or on the web site whenever there are other
significant developments to report.
Annual General Meetings are seen as an important
communication forum. In preparing notices of meeting and
related explanatory information, Hansen aims to provide
all information that is relevant to shareholders in making
a decision on the matter to be voted on by shareholders
in a clear and concise format. During the meeting, time is
dedicated to accommodating shareholders questions and
the external auditors are in attendance to respond to any
relevant question. Following the meeting, refreshments are
served and directors and shareholders are able to further
communicate informally.
Hansen is committed to continuing to improve
communication with shareholders. Communication
mechanisms will be reviewed regularly to ensure they
provide the optimum information flow to shareholders and
potential investors, enabling them to make decisions in an
informed manner.
6. Share Trading Policy
Introduction
Directors, officers, employees and their associates must
not engage in insider trading, or the disclosure of inside
information to third parties.
Insider trading means the buying and selling of shares on
the basis of price-sensitive information that is not generally
available to others. This includes procuring another person to
purchase or sell shares on the basis of insider information.
Rules for Employees, Directors and Officers
Employees, directors, officers and their associates who
have price-sensitive information about Hansen shares, or
• the release of Hansen’s half yearly results;
• the release of Hansen’s yearly results;
• the Hansen’s Annual General Meeting; and
• a "special circumstance", that will be notified on a case-
by-case basis by the Chairman or Chief Executive Officer
(example being the release of a trading update to the
ASX or the issue of a prospectus).
Where Directors or Executives of the Company want to
trade outside of this general rule, they should discuss
the matter with the Chairman and Chief Executive Officer
who will only give approval if determined that there is no
price sensitive information held that is not available to the
market.
The Corporations Act
The Corporations Act 2001 section 1002G deals with
insider trading. Contravention of the insider trading
provisions of the Corporations Act constitutes an offence
that is punishable by a maximum penalty of $200,000 or
imprisonment for 5 years, or both. Where individuals are
concerned about breaching the insider trading provisions
of the Corporations Act they should immediately obtain
independent legal advice.
7. Remuneration Policy
Introduction
The Company aim in rewarding the CEO and other
executives is to provide base pay plus rewards and other
benefits that will attract and retain key executives and align
their financial interests with those of our shareholders.
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Our policy is to provide individual executives with a level of
income that:
• recognises the market value of each position in a
• short-term performance incentives;
• long-term equity-linked performance incentives; and
• other compensation, being superannuation.
competitive market;
• rewards the individual’s capabilities and experience;
• recognises the performance of individuals; and
• assists in executive retention.
The structure provides a mix of fixed and variable pay, and
a blend of short and long-term incentives.
The Remuneration Committee
The Remuneration Committee currently consists of two
directors, David Osborne and Bruce Adams. Bruce
Adams is the Chairman of the Committee.
The responsibilities of the Committee are to:
• advise on remuneration policies and practices generally;
• provide specific recommendations on remuneration
packages and other terms of employment for executive
directors and non-executive directors; and
• assess the reasonableness of the remuneration
proposals put forward by the CEO for the executive
managers, including the definition of performance
objectives.
The Committee will meet at least annually to assess
annual remuneration changes, and will hold additional
meetings where required to.
How remuneration is managed and structured
Non-Executive Directors
The Remuneration Committee recommends the
remuneration of non-executive directors to the Board for
final approval. Remuneration for non-executive directors
consists of a base pay and related superannuation to
meet the requirements of the Superannuation Guarantee
Scheme. An increase in the maximum amount paid to
non-executive directors is to be submitted to shareholders
for approval where significant change occurs. No
retirement benefits are provided for non-executive directors.
CEO and Executives
The Remuneration Committee sets the remuneration
package for the CEO. The CEO establishes employment
contracts and remuneration packages for each executive.
Each year performance based incentives, at the discretion
of the Directors, are set for the CEO and the executives,
incorporating objectives designed around Group, business
unit and individual goals, with agreed short and long-term
performance incentives. The CEO submits the proposed
annual executive package to the Remuneration Committee
where it is assessed for reasonableness. Details of the pay
and rewards for Hansen’s top fiive executives and the total
executive remuneration is set out in the Annual Report
each year.
The combination of these comprises the executive’s total
compensation.
Base Pay
Executives are offered a competitive base pay that reflects
the fixed component of pay and rewards. Base pay is set
to reflect the marketplace for each position. It is generally
not revised annually unless an executive has been
promoted or there has been a marked structural shift in
marketplace rates.
Short-term performance incentives
Each year the performance of the executives is reviewed
by the CEO and future performance objectives are set and
relative potential bonuses linked to the achievement of the
objective. If individual performance objectives are met, a
short-term incentive in the form of a bonus may be paid.
Long-term performance incentives
Our long-term incentives for the CEO and senior
executives are designed to align their financial interests
with those of our shareholders, including by making use of
carefully designed share-based incentives.
Long-term performance incentives can be represented
by the issue of share options to the CEO and senior
executives. The issue of options would be based at the
absolute discretion of the Directors and in accordance with
the Employee Share Option Plan.
Other benefits - Superannuation
All executives and staff are required to be members of
one of the superannuation funds that are made available
to all Hansen staff. Hansen contributes superannuation
for executives and staff from their remuneration package
to a level that complies with the Superannuation
Guarantee Scheme. In addition to this, executives and
staff can contribute additional superannuation from their
remuneration package.
8. Continuous Disclosure Policy
Introduction
The Hansen Continuous Disclosure Policy has been
developed to provide clear guidelines for the operations of
the Hansen business to establish appropriate processes
and criteria for disclosure and to ensure compliance with
the requirements of the ASX and other securities and
corporations legislation. The best practice communication
guidelines, as published by the Australasian Investor
Relations Association, have been observed in drafting this
The CEO and the executive team approve the pay and
reward packages for key senior managers.
policy.
The structure of Hansen executive pay and reward is
made up of four parts:
• base pay;
Principles of the Policy
The key principles of the market disclosure policy are that:
• material company information is issued to shareholders
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and the market in accordance with our obligations to the
market;
• such information is communicated in a way that allows
for all interested parties to have equal and timely access;
• communication is presented in a clear, factual and
balanced manner; and
• ASX reporting obligations are met.
Communications Representative
Hansen has appointed the Company Secretary as the
Communications Representative. The Communications
Representative has responsibility for:
• coordinating and controlling disclosure of information to
ASX, shareholders, analysts, brokers, the media and the
public;
• ensuring complete records are maintained of all
disclosures of information by Hansen and the related
authorisations;
• reporting and making recommendations to the Board on
information potentially warranting disclosure;
• developing and maintaining relevant guidelines to help
employees understand what information is price sensitive;
• educating Hansen staff, executives and directors on
disclosure guidelines and raising awareness of the
principles underlying continuous disclosure; and
• supporting the Directors and executives in ensuring
that Hansen complies with continuous disclosure
requirements.
Directors and Executives responsibilities
Directors and executive officers are primarily responsible
for the compliance with continuous disclosure guidelines.
The appointment of the Communications Representative is
to facilitate overall awareness and the ability of Hansen to
comply with disclosure guidelines.
Directors and executives are responsible for
communicating to the Communications Representative:
• any price sensitive information of which they become
aware of which they believe the Communications
Representative will not be aware. If individuals are
uncertain as to whether an issue could be sensitive, they
should report the matter for the Board to consider;
• disclosures of any information from Hansen that they
may believe the Communications Representative may
not be aware;
• if they undertake any dealings in securities of Hansen;
• their comments and ultimate approval of draft
announcements, presentations and general
communications to shareholders, ASX and the market;
and
• all information, as specified by ASX and ASIC, that
requires market announcements.
Communications for disclosure
Hansen will make market disclosures on any event that
is deemed to have possible material effect on the price of
Hansen securities. Events warranting disclosure include:
• financial performance and significant changes in financial
performance;
• changes in Board Directors and senior executives;
• mergers, acquisitions / divestments, joint ventures or
changes in assets;
• significant developments in regard to new projects or
ventures;
• events regarding an entity’s shares or securities;
• major new contracts, orders, or changes in suppliers or
customers;
• significant changes in products, product lines, supplies
or inventory;
• industry issues that may have a material impact on the
company;
• major litigation; and
• decisions on significant issues affecting the entity by
regulatory bodies in Australia such as the Australian
Foreign Investment Review Board, Australian Takeovers
Panel, Australian Competition and Consumer
Commission.
If there is any uncertainty, Hansen Directors and executives
will discuss the matter, seek legal advice if necessary, and
if considered appropriate, approach the ASX to seek its
position on whether the information should be disclosed to
the market.
Hansen is aware that outside of statutory and listing rule
requirements, communication with the market will occur in
other forms. Communication in the form of:
• investor briefings and roadshows;
• one-on-one meetings with stockbroking analysts or
institution fund managers;
• industry forums;
• company literature, and
• media interviews.
In participating in such communications Hansen will act to
avoid against unintended disclosure of material information
to selected market participants.
Communications procedures
A representative of Hansen, the Directors or the
executives, may not release any information that is
required to be disclosed to ASX under the continuous
disclosure rules to any person before:
• the information has been given to the Communications
Representative and the approval and sign-off process for
disclosure has been effected;
• the information has been given to ASX; and
• an acknowledgement of the receipt of that information
has been received from ASX.
The Board has nominated a limited number of individuals
that are authorised as spokespersons for Hansen. The
authorised spokespersons are:
• the Chairman;
• the Chief Executive Officer;
• Company Secretary; and
• the Chief Financial Officer.
Other executives may become spokespersons for specific
areas under their control, however any comments are
to be limited to their area of expertise and is to meet the
disclosure principles.
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asx additional information as at 21 september 2006
Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.
Substantial shareholders
The number of shares held by substantial shareholders are set out below:
shareholders
Othonna Pty Limited - including associates
Citicorp Nominees Pty Ltd
Andrew Alexander Hansen - including associates
Voting rights
Ordinary shares and Options - refer to Note 15.
Distribution of equity security holders
nUMBer oF
ordinary shares
93,757,267
21,000,001
11,421,522
perCentage held
62.7%
14.05%
7.6%
nUMBer oF eqUity seCUrity holders
Category
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001 and over
ordinary shares
102
398
233
359
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1,144
The number of shareholders holding less than a marketable parcel of ordinary shares is 265.
On-market buy-back
There is no current on-market buy-back.
Twenty largest shareholders
naMe
Othonna Pty Ltd
Citicorp Nominees Pty Limited
Andrew Alexander Hansen
Antan Pty Ltd
ANZ Nominees Limited
Mr Anthony David Hansen
Mr Bruce Rodney Pettit
Mr Kenneth Albert Hansen
Mr B R Pettit
Mrs Yvonne Irene Hansen
Ozcun Pty Ltd
Mr James Lucas & Ms Lesley Dormer
Ms Tanya Jacinta Hansen
Mr Warwick Lee Sharp
J T W Sales Pty Ltd
Mr Kostas Louras & Mrs Katina Louras
Andrew George Whitney
Mr Geoffrey Allan Tomlinson
Mr Denis Maxwell Fraser & Mrs Wendy Elena Fraser
Mr John Harman Beasy
nUMBer oF ordinary
shares held
91,160,249
21,000,001
8,745,022
2,302,400
1,901,487
1,229,618
1,000,000
532,107
527,500
521,293
510,321
500,000
374,100
373,147
277,200
260,000
238,651
218,656
204,000
200,000
132,075,752
options
–
–
–
2
7
9
perCentage oF
issUed Capital
61.01%
14.05%
5.85%
1.54%
1.27%
0.82%
0.67%
0.36%
0.35%
0.35%
0.34%
0.33%
0.25%
0.25%
0.19%
0.17%
0.16%
0.15%
0.14%
0.13%
88.39%
Corporate Directory
Directors
Kenneth Hansen, Chairman
Andrew Hansen, Managing Director & Chief Executive Officer
Bruce Adams, Non-Executive Officer
David Osborne, Non-Executive Officer
Company secretary
Grant Lister
Principal registered office
2 Frederick Street, Doncaster VIC 3108
Telephone: (03) 9840 3000
Facsimile: (03) 9840 3099
Share registry
Link Market Services
Level 4, 333 Collins Street
Melbourne VIC 3000
Telephone: (02) 8280 7761 or 1300 554 474
Facsimile: (02) 9287 0309 - Proxy forms
(02) 9287 0303 - General
Stock exchange
The Company is listed on the Australian Stock Exchange.
ASX Code: HSN
Auditors
Pitcher Partners
Level 19, 15 William Street
Melbourne VIC 3000
Solicitors
TressCox
Level 9, 469 La Trobe Street
Melbourne VIC 3000
Other information
Hansen Technologies Limited, incorporated and domiciled
in Australia, is a publicly listed company limited by shares.
Design and production – CAN Design 03 9686 5066 2 Frederick Street,
Doncaster, Vic 3108 Australia
Phone +61 (3) 9840 3000
Fax +61 (3) 9840 3099
Email info@hsntech.com
www.hsntech.com