2008 Annual Report
Hansen Technologies Limited ABN 90 090 996 455
Taking Technology Further 2008 Annual Report
Highlights
Joint Report from Chairman and Chief Executive Officer
Board of Directors
Directors’ Report
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 Auditor’s Report
Corporate governance
ASX additional information
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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 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 and the United Kingdom and
employs more than 200 people.
Notice of Annual General Meeting
The Annual General Meeting of the Company is to be held on Wednesday 19 November 2008
at 11.00am at 2 Frederick Street, Doncaster, Victoria 3108
A separate Notice of Meeting and Proxy Form are included with this report.
Highlights
• Increase in performance
from ongoing operations
- Revenue $39.1 million
22%
• Dividend of 5 cents
- EBITDA $11.3 million
per share
26%
• Capital return of
2 cents per share
- After tax profit $6.5 million
189%
- EBITDA as percentage
• Sale of NSW outsourcing
• Earnings per share -
of revenue 28%
business
10.1 cents
• $15.4 million after tax profit
• Net tangible assets per
share at 30 June 2008 -
14.7 cents
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Joint Report from the Chairman and
Chief Executive Officer
In our 37th year of business and 8th as an ASX listed entity,
we have entered a new chapter in the life of Hansen Technologies.
With the completion of our third year of sustained improvement
in operating performances we have crossed a major bridge
in the evolution of our business. We are now well established
in our targeted markets and geographies, allowing us to increase
our focus on strategic growth opportunities.
Last year we talked about being confident of maintaining
the positive momentum we had generated. It is pleasing to
be able to report that this year we have not only sustained but
rather accelerated that momentum, achieving record levels
of performance while also improving the fundamental strength
of our business.
Fiscal 2008 was an outstanding year for Hansen with
strong revenue growth from ongoing operations and record
profitability. Our Company is debt free, cash flow positive, paying
dividends (now fully franked) and actively pursuing strategic
growth opportunities.
This year we have seen good progress
in all of our geographic focus areas.
In Australia we have expanded our number
of installed applications and developed
stronger relationships with existing key
customers. Last year we invested in our
United Kingdom operations and we are
pleased to report that this year we were
successful in growing our UK sourced
revenue by 25%. Our existing customers
in Japan increased their commitment to
Hansen solutions during this last year and
we are confident we continue to be well
positioned for the inevitable deregulation
of the Japanese market.
However there is reason to temper our
optimism. In recent weeks the world
has experienced unprecedented financial
turmoil. The “once in a 100 years” events
which impacted the world finance markets
last week are further evidence that the
issues associated with the world’s
tightened liquidity markets may not as
yet have run their course. We need to
consider the possible implications of this
instability upon our targeted markets and
be cautious and vigilant as we embark
upon growth initiatives.
With our strengthened balance sheet
and cash resources we would seem to be
well positioned to manage our business
through this period and allow us to take
advantage of any growth opportunities
which may arise.
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Fiscal 2007/8 Financial Performance
Results from Ongoing Operations
Total revenue for the year, although flat,
at $52.2 million, has understandably been
impacted as a result of the sale of our NSW
outsourcing business in August 2007.
More importantly, revenue from ongoing
operations of $39.1 million represents
a strong 22% increase on the previous
year. Furthermore despite the sale of
our NSW subsidiary we have delivered
an absolute year on year increase in
all key financial measurements and all
business units across all geographies
are now positive contributors.
Our solid growth coupled with continued
focus on cost management has resulted
in an EBITDA (Earnings Before Interest Tax
and Depreciation) of $20.1 million. This
includes $11.3 million from operations, a
26% increase on the previous year, plus
$8.8 million profit on the sale of the NSW
outsourcing business.
EBITDA as a % of revenue has been
a key measurement for our business with
20% being an industry standard targeted
measurement of a solid performance.
We are pleased to see that this year
we have exceeded this target with a
28% EBITDA return on revenue from
ongoing operations.
Profit before tax from ongoing
operations of $8.7 million, is up 195% on
the prior year with the after tax profit for
the year of $15.4 million representative of
10.1 cents earnings per share.
This year’s strong financial performance
added to the proceeds generated from
the sale of our NSW outsourcing business
has resulted in an improvement in the
underlying cash backed strength of
our Company.
During the year shareholders received
distributions from the company in the form
of a one cent per share final dividend for
last year, two interim dividends during the
year of three and one cent per share plus
a two cent per share capital return,
collectively totalling 7 cents per share
or $10.6 million.
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2008
Financial Year
Key
Per Share Measurement
Earnings Per Share
Net Tangible Asset Per Share
Percentage of Revenue
EBITDA from Ongoing Operations
Net Profit after Tax from Ongoing Operations
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Despite this increased level of distribution
to shareholders the Net Tangible Asset
backing per Hansen Technologies Limited
share rose 63% to 14.7 cents per share
as at 30 June 2008.
We are pleased to advise the reintroduction
of franked dividends in respect of dividends
paid after 1 July 2008. The Directors have
declared a fully franked one cent per
share final dividend for Fiscal 2007/8
payable to those shareholders as at the
record date of 26 September 2008. This
dividend is scheduled to be paid on 17
October bringing the total dividends paid
to shareholders in respect to fiscal 2007/8
to five cents per share.
Our Core Market Focus
As an IT software/solutions development
and delivery organisation we are targeting
our operational energies towards those
markets we see as having inherent growth
requirements for mission critical, highly
adaptable and industry specific proprietary
software solutions. We package our
proprietary IP solutions to include a full
service offering for those customers where
we believe we may add value beyond just
our software solutions.
UTILITIES - We are deliberately and
primarily focused on delivering “best of
breed” proprietary customer management,
meter management and billing solutions
into the Energy and Telecommunications
markets worldwide. Global deregulation
and metering technology advances are
mandating change to Electricity and Gas
billing solutions. We are committed to be
at the forefront of these new technologies
affecting our areas of core competency.
In addition, Hansen is developing exciting
new software solutions for the Mobile
Telecommunications market which we
intend to market globally.
SUPERANNUATION - We continue to
evolve and support the CLASSIC
superannuation membership administration
solution on behalf of a select group of key
superannuation fund managers.
OUTSOURCING – As part of our overall
total packaged solution approach we
provide a full range of IT outsourcing
services, including facilities management
and IT operations.
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Hansen has the products, industry know
how and strength of balance sheet to
benefit from the changes driving demand
for billing solutions in the company’s
targeted industries and geographic
markets. We have a strong focus on the
geographies of Australia, United Kingdom
and Japan. We are actively looking for
opportunities to enter new geographic
markets.
Our People
Our Company’s growth and strength is a
direct reflection of the quality, and
commitment of our staff. At Hansen we are
blessed with an employee retention rate
approaching 7 years, significantly higher
than the average for our industry.
On behalf of the Board of Directors and all
shareholders we wish to express
appreciation to our dedicated employees for
their efforts over the past year and
demonstrable strong commitment to our
corporate goals.
Looking Forward
Hansen is firmly focused on its core
competencies of delivering billing solutions
into the Energy and Telecommunications
markets. We remain focused on those
geographies and industries where
deregulation and metering technology
advances are mandating change to billing
solutions.
We will continue with our underlying
principle of maintaining ownership of the
intellectual property in our proprietary
software solutions. We have developed a
broad customer base with strong annuity
revenue streams and we plan to continue to
grow our business with this type of
foundation revenue stream as a key
objective.
We have the objective to be at the forefront
of new technologies affecting our areas of
core competency, evidenced by our
projects with;
• Western Power in West Australia
to enable billing on the HUB solution
of up to 1 million interval meters; and
• TESCO in the UK for advanced
billing functionality in a mobile
telecommunications billing solution.
Our initiatives in the coming year include:
• Commercialising our investment in the
HUB billing and customer care solution
suite into the worldwide trend for growth
in the roll out of interval meters in the
We have the objective to
be at the forefront of new
technologies affecting our areas
of core competency.
electricity and gas industries as well as
our exciting new functionality for mobile
telecommunication billing;
• Begin developing an indirect distributor
model for commercialising these
solutions into markets where direct
selling by Hansen would be either
inappropriate or beyond our short to
medium term growth capabilities;
• Expanding into new geographic markets
where demand for billing solutions is
being driven by technology change or
deregulation; and
• Identify and integrate appropriate
acquisitions which are compatible with
our existing core business.
We believe that in 2008, we have built a
solid foundation to leverage for growth into
our focused markets, with the right
solutions and an outstanding team of
industry experts.
When we look at the market today and
project what we can expect in 2009, we
see promise and opportunity. We believe
we are ideally positioned as well as well
prepared to deliver the solutions and
services required in a way that will allow
our company to prosper profitably.
Kenneth Hansen
Chairman
30 September 2008
Andrew Hansen
Managing Director & CEO
30 September 2008
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Board of Directors
Mr Kenneth Hansen
Age 75
Chairman
Non-Executive Director
Chairman since 2000
Over forty 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.
Mr Andrew Hansen
Age 48
Managing Director & CEO
Managing Director since 2000
Andrew has over 28 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.
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The qualifications, experience
and special responsibilities
of each person who has
been a director of Hansen
Technologies Ltd at any time
during or since the end of the
financial year is provided
here, together with details
of the company secretary
as at the year end.
Mr Bruce Adams
Age 48
Non-Executive Director
Director since 2000
Chairman of Audit and
Remuneration Committees
Bruce Adams has over 20 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.
Mr David Osborne
Age 58
Non-Executive Director
Director since 2006
Member of Audit and
Remuneration Committees
David is a Fellow of the Institute
of Chartered Accountants, a Fellow
of the Certified Practicing Accountants,
and a Fellow 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.
Mr Grant Lister
Age 56
CFO & Company Secretary
CFO since 2002
Company Secretary since 2004
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.
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Directors’ Report
The Directors present their report together with
Principal activities
the financial report of the consolidated entity
consisting of Hansen Technologies Ltd and the
entities it controlled, for the financial year ended
30 June 2008 and auditor’s report thereon.
This financial report has been prepAared in
accordance with Australian Equivalents of
International Financial Reporting Standards.
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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 outsourcing 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 after income tax attributable to the
members of Hansen Technologies Ltd and its controlled entities
was $15,445,301 (2007: $3,306,504).
Review of operations
In August 2007 we sold our NSW outsourcing business and
as a result this year’s financial results include only two months
of contributions from that subsidiary.
To provide for relevant year on year comparison this year’s
results are presented so that the performance of those business
elements which are ongoing in nature, i.e. excluding the NSW
outsourcing business, are clearly identified.
It is pleasing to report that revenue from ongoing operations grew
22% this year. Earnings before interest tax and depreciation
(EBITDA) is up 26%. EBITDA as a % of revenue, a key financial
measurement of an IT company efficiency, has increased to 28%.
Importantly we have achieved profitability across all of our
current three geographic areas of focus, (Australian, United
Kingdom and Japan) as well as our core industry markets
(Energy and Telecommunications).
Following the sale of our NSW outsourcing business
shareholders received a 2 cent per share return of capital
payment in June 2008.
This year’s strong financial performance and the proceeds
generated from the sale of our Sydney outsourcing business has
resulted in an improvement in the underlying cash backed strength
of our Company and the Net Tangible Asset backing per Hansen
Technologies Limited share has risen 63% to 14.7 cents per
share as at 30 June.
The energy industry in Australia and around the world is
continuing the trend of deregulation. The roll out of interval
metering technology and the automation of the transmission of
meter readings is gaining momentum. We are focusing our energies
on developing the adaptable industry specific billing solutions
required to support these fundamental industry changes.
We enter fiscal 2009 in a strong financial position. We are heavily
focused on supporting our existing customer base and as a result
we are generating positive annuity as well as strong new service
revenues. The industries we are focused on are undergoing change
which we are well positioned to service. We have proprietary
software solutions they will need as a result of these changes.
Finally we have developed the fundamental strength of balance
sheet to ensure we can continue with our organic growth as
well as pursue strategic growth opportunities
Significant changes in the state of affairs
On 30 August 2007 the Company announced the sale of its NSW
outsourcing services subsidiary Hansen Professional Services Pty
Ltd. The subsidiary was sold effective 31 August 2007 and is
reported in this financial report as a discontinued operation. Note
the sale of HPS has utilised capital tax losses not previously taken
to account. As such, there is no tax effect on the sale.
After balance date events
As part of normal business activities the company is from time to
time in negotiations with customers, potential customers and third
parties over prospective new business opportunities. When these
new opportunities are significant in the overall context of our
business and the negotiations reach a level where the transaction
contemplated is confirmed then releases are made to the ASX in
accordance with the Listing Rules on Continuous Disclosure.
No matters or circumstances have arisen since the end of the
financial year up to the date of this report that have significantly
affected or may significantly affect the operations of the
consolidated entity, the results of those operations, or the state
of affairs of the consolidated entity in future financial years.
Likely developments
The company will continue to pursue its operating strategy of
providing proprietary billing solutions to our targeted industries
of energy and telecommunication while pursuing appropriate
acquisitions to create shareholder value. In the opinion of the
Directors, disclosure of any further information would be likely
to result in unreasonable prejudice to the consolidated entity.
Environmental regulations
The consolidated entity’s operations are not subject to any
significant environmental Commonwealth or State regulations
or laws.
Dividend paid, recommended and declared
A one cent per share fully franked final dividend was declared on
29 August 2008 with payment to be made on 17 October 2008.
Dividends paid during the year:-
- 1 cent per share final dividend paid 8 October 2007
- 3 cents per share interim dividend paid 17 December 2007
- 1 cent per share interim dividend paid 19 March 2008
Capital return
Following the approval of shareholders at a general meeting of the
company on 11 June 2008, a 2 cent per share return of capital
was paid on 27 June 2008 to those shareholders noted on the
company’s share registry as at 20 June 2008. A Final Ruling
received by the Company from the Australian Taxation Office
advised this payment would be deemed a return of capital for
Australian Taxation purposes.
Share options
Options over unissued ordinary shares granted by Hansen
Technologies Ltd during or since the end of the financial year to
the key management personnel as part of their remuneration are as
follows. No options were granted to Directors during or since the
end of the financial year.
C Hunter
G Kentish
G Lister
D Meade
S Weir
Total
Granted Number
Grant Date
1-Jul-07
1-Jul-08
1-Jul-07
1-Jul-08
1-Jul-07
1-Jul-08
1-Jul-07
1-Jul-08
1-Jul-07
1-Jul-08
75,000
75,000
40,000
-
75,000
75,000
75,000
75,000
-
40,000
530,000
All grants of options are subject to the achievement of performance
measurements for the year of issue. Subject to continuation of
employment, options vest 3 years after issue date. If the vesting
criteria are not met the options may be forfeited at the discretion
of the Directors. Vested options expire after two years or 28 days
after termination of employment.
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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
Number of
Exercise Options at Date
of Report
Price $
1 July 2004
1 July 2007
1 July 2009
$0.180
115,000
1 July 2005
1 July 2008
1 July 2010
$0.260
305,000
1 July 2006
1 July 2009
1 July 2011
$0.110
265,000
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.
1 Nov 2006
1 Nov 2009
1 Nov 2011
$0.110
75,000
Directors’ meetings
1 July 2007
1 July 2010
1 July 2012
$0.265
440,000
1 July 2008
1 July 2011
1 July 2013
$0.390
540,000
TOTAL
1,740,000
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:
Note: as a result of the Capital Return of $0.02 per share on
20 June 2008, the option exercise price for options issued
prior to 20 June 2008 have been reduced by the amount of
the Capital Return.
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.
Shares issued on exercise of options
There have been 775,000 ordinary shares of Hansen Technologies
Ltd issued during and since the end of the financial year and prior
to the date of this report as a result of the exercise of employee
share options.
Indemnification and insurance of Directors,
Officers and Auditors
Indemnification
The Company has agreed to indemnify all of 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 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.
Director
Board Meetings
Audit
Committee
Meetings
Remuneration
Committee
Meetings
Mr Kenneth Hansen
Mr Andrew Hansen
Mr Bruce Adams
Mr David Osborne
A
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B
11
11
11
11
A
-
-
3
3
B
-
-
3
3
A
-
-
1
1
B
-
-
1
1
A – Number of meetings attended
B – Number of meetings held during the time the Director
held office during the year
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:
Ordinary
Shares of Hansen
Technologies Ltd.
Options over
Shares in Hansen
Technologies Ltd.
93,934,680
215,520
245,096
11,546,174
-
-
-
-
K Hansen
B Adams
D Osborne
A Hansen
Directors’ interests in contracts
Directors’ interests in contracts with the Company are limited to
the provision of leased premises on arm’s length terms and are
disclosed in note 24 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.
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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:
Auditors of the Company
Australia
- taxation services
- advisory services
Overseas Firms
- taxation services
- advisory services
Consolidated
June 2008
$’000
June 2007
$’000
103
38
141
21
7
28
169
55
–
55
27
–
27
82
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. All bonuses are
subject to the achievement of specified key performance indicators
which vary from executive to executive but are all targeted at
enhanced operating performance and agreed corporate objectives.
Options issued are conditional upon the group achieving budgeted
performance levels for the year of issue and are further subject to
continuous employment through to the third anniversary of the
issue date. 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 6
of this report. The key management personnel in the consolidated
group for the financial year are:
Executives
Position
C Hunter
G Kentish
G Lister
D Meade
S Weir
Chief Operations Officer
Director, Hansen Europe
Chief Financial Officer
and Company Secretary
Client Services Manager
General Manager, Hansen Europe
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Directors’ and executives’ remuneration
2008
Short-term Employee Benefits
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87,384
31,150
1,044,878
146,026
31,150
1,849,492
152,158
36,697
17,152
16,711
Post
Employment
Benefits
Super
$
-
3,333
3,333
51,976
58,642
-
56,617
14,056
-
Post
Employment
Benefits
Super
$
-
3,333
3,333
38,176
44,842
-
28,830
11,812
13,340
68,777
Salary
Fees
$
70,648
37,037
37,037
Cash
Bonus
Non-
monetary
$
-
-
-
$
-
-
-
390,000
180,849
534,722
180,849
30,401
30,401
161,956
199,071
134,832
114,196
-
36,697
27,523
-
762,213
100,917
1,296,935
281,766
-
11,299
34,763
-
63,214
93,615
Salary
Fees
$
70,648
37,037
37,037
Cash
Bonus
Non-
monetary
$
-
-
-
$
-
-
-
351,697
72,477
496,419
72,477
31,650
31,650
258,120
219,266
117,478
129,878
875,016
-
36,697
13,761
18,349
87,156
1,371,435
159,633
-
-
36,948
-
48,150
79,800
150,274
18,349
11,202
14,795
Share
Based
Benefits
Options
Issued
$
-
-
-
-
-
8,816
4,702
8,816
8,816
Total
$
70,648
40,370
40,370
653,226
804,614
231,534
166,658
312,500
219,990
-
114,196
Share
Based
Benefits
Options
Issued
$
-
-
-
-
-
3,026
1,614
3,026
3,026
Total
$
70,648
40,370
40,370
494,000
645,388
197,646
259,734
287,819
183,025
-
161,567
10,692
1,089,791
Total
Performance
Related
Total
Options
Related
%
0%
0%
0%
28%
22%
20%
3%
15%
17%
0%
13%
17%
%
0%
0%
0%
0%
0%
4%
3%
3%
4%
0%
3%
2%
Total
Performance
Related
Total
Options
Related
%
0%
0%
0%
15%
11%
11%
1%
14%
9%
11%
9%
10%
%
0%
0%
0%
0%
0%
2%
1%
1%
2%
0%
1%
1%
2007
Short-term Employee Benefits
Director
K Hansen
B Adams
D Osborne
A Hansen
Executives
C Hunter
G Kentish
G Lister
D Meade
S Weir
12
12
D
i
r
e
c
t
o
r
s
’
R
e
p
o
r
t
Director
K Hansen
B Adams
D Osborne
A Hansen
Executives
C Hunter
G Kentish
G Lister
D Meade
K Speyer
Bonuses are paid in the August or September payroll after the financial results for the prior year have been determined to ensure the performance measurements have been
achieved. Options granted as remuneration are valued at grant date in accordance with AASB 2 Share-based Payments.
113,619
10,692
1,735,179
Compensation options: Granted and vested during the year:
During the financial year options vested and the Company granted options over unissued ordinary shares to the following key management
personnel of the Company as part of their remuneration:
Options Granted during the year
Options
Vested
during the
year
Options
Granted
Grant
Date
Value per
Option at
Grant Date
Exercise
Price
$
Vesting
Date
Last
Exercise
Date
Specified Executives
C Hunter (Chief Operations Officer)
75,000
G Kentish (Director, Hansen Europe)
-
75,000
40,000
1-Jul-07
1-Jul-07
$0.285
$0.285
$0.265
$0.265
1-Jul-10
1-Jul-10
1-Jul-12
1-Jul-12
G Lister (CFO & Company
Secretary)
75,000
75,000
1-Jul-07
$0.285
$0.265
1-Jul-10
1-Jul-12
D Meade (Client Services Manager)
75,000
75,000
1-Jul-07
$0.285
$0.265
1-Jul-10
1-Jul-12
S Weir (GM, Hansen Europe)
-
-
Total
225,000
265,000
Number of options held by Key Management Personnel (consolidated):
Balance
30 June
2007
Granted as
Remuneration
Options
Exercised
Options
Forfeited
Balance
30 June
2008
Vested at 30 June 2008
Total
Exercisable
Directors
K Hansen (Chairman)
B Adams
D Osborne
A Hansen (MD & CEO)
Specified Executives
C Hunter
G Kentish
G Lister
D Meade
S Weir
Total
-
-
-
-
300,000
40,000
300,000
300,000
-
-
-
-
-
75,000
40,000
75,000
75,000
-
-
-
-
-
150,000
-
-
-
-
-
-
-
-
-
225,000
-
80,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
225,000
150,000
75,000
-
-
-
-
300,000
75,000
75,000
-
-
-
940,000
265,000
375,000
80,000
750,000
75,000
75,000
13
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m
u
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14
D
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Value of options granted as remuneration that have been exercised or lapsed during the financial year:
Directors
K Hansen
D Osborne
B Adams
A Hansen
Specified Executives
C Hunter
G Kentish
G Lister
D Meade
S Weir
Total
Balance
1 July 2007
Value
Granted
Value
Exercised
Value
Lapsed
Balance
30 June 2008
-
-
-
-
23,453
1,614
23,453
23,453
-
71,973
-
-
-
-
8,816
4,702
8,816
8,816
-
31,150
-
-
-
-
11,849
-
11,849
4,273
-
27,971
-
-
-
-
-
6,316
-
-
-
-
-
-
-
20,420
-
20,420
27,996
-
6,316
68,836
Rounding of amounts
The amounts contained in the report and in the financial report
have been rounded to the nearest $1,000 (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 30th day of September 2008.
Signed in accordance with a resolution of the Directors:
Auditor’s independence declaration
To the Directors of Hansen Technologies Ltd.
In relation to the independent audit for the year ended 30 June
2008, 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 30th day of September 2008.
Kenneth Hansen
Director
Andrew Hansen
Managing Director & CEO
D B Rankin
Partner
Pitcher Partners
Melbourne
30 September 2008
2008 Financial Statements and Notes
Hansen Technologies and Controlled Entities
Consolidated Income Statement
Consolidated Balance Sheet
16
17
Consolidated Statement of Changes in Equity 18
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance
ASX Additional Information
19
20
47
48
50
58
15
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Consolidated Income Statement
For the Year Ended 30 June 2008
Consolidated Entity
Parent Entity
Revenue from ongoing operations
Other revenues
Total revenue
Employee expenses
Depreciation and amortisation expenses
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 costs
Other expenses
Total expenses
Profit before income tax
Income tax expense
Profit after income tax from ongoing operations
Profit from discontinued operations
Profit on sale of business
Profit after income tax from discontinued operations
Note
4
4
5
5
5
5
5
6(b)
7
7
2008
$'000
39,084
1,531
40,615
(19,521)
(3,697)
(6)
(1,723)
(1,359)
(145)
(2,609)
(84)
(1,002)
(254)
(111)
(1,413)
2007
$'000
32,138
1,741
33,879
(19,413)
(3,996)
234
(1,463)
(1,147)
(221)
(2,545)
(86)
(1,076)
(257)
(131)
(811)
2008
$'000
-
11,542
11,542
2007
$'000
-
986
986
(916)
(808)
-
-
-
-
-
-
(310)
(41)
-
-
-
(2)
-
(61)
(99)
(31,924)
(30,912)
(1,388)
8,691
(2,176)
2,967
(696)
10,154
(4)
6,515
2,271
10,150
164
8,766
8,930
1,035
-
1,035
-
-
-
-
-
-
(1)
-
-
(101)
(951)
35
(2)
33
-
-
-
33
Profit for the year attributable to the members of the parent
15,445
3,306
10,150
Basic earnings per share for ongoing operations
Basic earnings per share for discontinued operations
Total basic earnings per share
Diluted earnings per share for ongoing operations
Diluted earnings per share for discontinued operations
Total diluted earnings per share
Cents per
share
Cents per
share
4.3
5.9
10.2
4.2
5.9
10.1
1.5
0.7
2.2
1.5
0.7
2.2
21
21
The consolidated income statement is to be read in conjunction with the notes to the financial statements set out on pages 20 to 46.
16
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Consolidated Balance Sheet
As at 30 June 2008
Current assets
Cash and cash equivalents
Trade receivables
Other current assets
Total current assets
Non-current assets
Trade receivables
Other financial assets
Plant and equipment
Intangible assets
Deferred tax assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Short-term borrowings
Current tax payable
Short-term provisions
Unearned income
Total current liabilities
Non-current liabilities
Trade and other payables
Long-term borrowings
Deferred tax liabilities
Long-term provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Foreign currency translation reserve
Options granted reserve
Accumulated losses
Total equity
Consolidated Entity
Parent Entity
Note
2008
$'000
2007
$'000
2008
$'000
2007
$'000
19
9
10
9
11
12
13
6
14
15
16
14
15
6
16
21,871
5,576
967
28,414
145
-
3,325
19,823
-
23,293
11,958
8,422
1,441
21,821
153
-
4,182
21,224
1,597
27,156
168
25
6
199
37,228
11,000
-
-
129
48,357
15
33
5
53
32,907
11,000
-
-
1,913
45,820
51,707
48,977
48,556
45,873
3,403
-
2,244
3,218
453
9,318
-
-
233
170
403
4,866
320
6
3,879
3,115
12,186
-
61
-
504
565
252
-
2,240
316
-
2,808
206
-
-
150
-
356
4,253
4,518
-
-
-
-
-
-
4,253
4,518
9,721
12,751
7,061
4,874
41,986
36,226
41,495
40,999
17
18(a)
18(b)
18(c)
47,916
50,048
47,916
50,048
(479)
137
(5,588)
41,986
(448)
117
(13,491)
36,226
-
137
(6,558)
41,495
-
117
(9,166)
40,999
17
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The consolidated balance sheet is to be read in conjunction with the notes to the financial statements set out on pages 20 to 46.
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2008
Consolidated Entity
Parent Entity
Note
2008
$'000
2007
$'000
2008
$'000
2007
$'000
Total equity at the beginning of the year
36,226
32,827
40,999
40,759
Exchange differences on translation of foreign operations
Employee share options
Net income (loss) recognised directly in equity
Profit for the year
Total recognised income and expense for the period
Transactions with equity holders in their capacity as equity holders:
Employee share plan
Options exercised
Capital issued under dividend reinvestment plan
Capital return paid
Dividends paid
18
18
17
17
17
17
8
(31)
20
(11)
(23)
26
3
-
20
20
15,445
3,306
10,150
15,434
3,309
10,170
130
148
641
(3,051)
(7,542)
(9,674)
90
-
-
-
-
90
130
148
641
(3,051)
(7,542)
(9,674)
-
117
117
33
150
90
-
-
-
-
90
Total equity at the end of the year attributable
to members of the parent
41,986
36,226
41,495
40,999
The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 20 to 46.
18
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Consolidated Statement of Cash Flows
For the Year Ended 30 June 2008
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Borrowing costs
Income tax paid
Consolidated Entity
Parent Entity
Note
2008
$'000
2007
$'000
2008
$'000
2007
$'000
45,736
52,840
(33,520)
(45,214)
1,604
(1,160)
4
1,467
(6)
-
371
234
-
4
-
-
1,011
(715)
-
-
-
Net cash provided by operating activities
19(a)
13,677
8,231
448
296
Cash flows from investing activities
Proceeds from sale of plant and equipment
Proceeds from sale of intellectual property
Net proceeds from sale of subsidiary
Payment for plant and equipment
Payment for capitalised research and development
Net cash provided by (used in) investing activities
Cash flows from financing activities
Proceeds from share issue
Payment of capital return
Proceeds from options exercised
Net advances to controlled entities
Dividends paid net of dividend re-investment
Inter company dividend
Finance and hire purchase lease payments
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
19(a)
17
17
17
Cash and cash equivalents at end of the year
19(b)
-
-
9,942
(2,259)
(1,694)
5,989
130
(3,051)
148
-
(6,901)
-
(79)
(9,753)
9,913
11,958
21,871
9
1,333
-
(1,853)
(1,963)
(2,474)
90
-
-
-
-
-
(784)
(694)
5,063
6,895
11,958
-
-
-
-
-
-
130
(3,051)
148
(563)
(6,901)
9,942
-
(295)
153
15
168
-
-
-
-
-
-
90
-
-
(380)
-
-
-
(290)
6
9
15
The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 20 to 46.
19
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Notes to the Financial Statements
1. Basis of Preparation
This financial report is a general purpose financial report
that has been prepared in accordance with the measurement
and recognition criteria of the Australian Accounting Standards,
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 financial report was authorised for issue by the
Directors as at the date of the Directors’ report.
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
Compliance with IFRS
Australian Accounting Standards include
Australian Equivalents to International
Financial Reporting Standards. Compliance
with Australian Equivalents of International
Financial Reporting Standards ensures
compliance with International Financial
Reporting Standards (IFRS).
Historical Cost Convention
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 24.
The financial statements of subsidiaries
are prepared for the same reporting period
as the parent entity, using consistent
accounting policies.
All inter-company balances and
transactions, including any unrealised
profits or losses have been eliminated
on consolidation.
20
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(c) Revenue recognition
(f) Leases
(g) Intangibles
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.
Goodwill
Goodwill on consolidation represents the
excess of the cost of an acquisition over the
fair value of the Group’s share of net iden-
tifiable 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.
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 five 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.
Revenue from the sale of goods is rec-
ognised 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 tran-
saction 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, and short term deposits
with an original maturity of three months or
less held at call with financial institutions.
(e) Plant and equipment
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
assets are:
21
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2008 2007Plant and equipment and leasehold improvements: 8% - 40% 9% - 40%Plant and equipment under finance lease: 8% - 40% 9% - 40%
(h) Impairment
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 indicates 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.
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 losses, for the tax consolidated group.
The tax consolidated group has also
entered into a tax funding 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.
(i) Taxes
Current income tax expense or benefit
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.
(j) Employee benefits
Liabilities arising in respect of wages and
salaries, annual leave, long service 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. 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 financial instruments
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.
22
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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.
Exchange differences arising on translation
of foreign operations are transferred
directly to the Group’s foreign currency
translation reserve as a separate
component of equity in the balance sheet.
(n) Rounding amounts
(p) Discontinued operations
On 31 August 2007 the Company sold its
NSW outsourcing services subsidiary
Hansen Professional Services Pty Ltd
(HPS). The income statement for the
current period reflects this sale by
disclosing the 2 months trading results of
HPS as a separate line under the
description profit/(loss) from discontinued
operations. Note 7 details the breakdown
of HPS’s trading results and its impact on
cash flows for the current period.
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.
(o) New accounting standards
and interpretations
A number of accounting standards and
interpretations have been issued at the
reporting date but are not yet effective.
The Directors have not yet assessed the
impact of these standards or interpre-
tations. Issued standards that may impact
Hansen include:
AASB 3
Business combinations
(m) Comparatives
Where necessary, comparative information
has been reclassified and repositioned for
consistency with current year disclosures.
AASB 8
Operating segments
AASB 101 Presentation of
financial statements
AASB 123 Borrowing costs
AASB 127 Consolidated and separate
financial statements
23
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This assessment compares the carrying
book value with the recoverable amount
of these assets using value in-use
discounted cash flow projection
calculations based on management’s
determination of budgeted cash flow
projections and gross margins, past
performance and its expectation for
the future. Given the long term income
generating nature of the intangible assets
the valuation applies a discounted value to
cash flow over an extended five year period
plus a terminal value at the end of the
period. In respect of this fiscal year a
14.50% weighted cost of capital discount
rate has been applied. The growth rates
utilised vary by business unit from zero
to a maximum of 10% per annum.
(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 2008 year. Returns
are beginning to be derived from this
investment, which comprises the majority
of the carried forward losses. Recognition
of the carried forward losses is based upon
the probable future profits of the group
2. Critical Accounting
Estimates and Judgements
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) Impairment testing
of intangible assets
The intangible assets of goodwill and
capitalised software development are
subjected to periodic review to assess
if their carrying value has been impaired.
3. Financial Risk Management
(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:
Fixed interest maturing in:
Weighted
Average
Effective
Interest
Rate
Floating
Interest
Rate
$’000
Note
1 Year or
Less
$’000
1 to 5
Years
$’000
More than
5 Years
$’000
Non-
interest
Bearing
$’000
Total
Carrying
Amount
as per
Balance
Sheet
$’000
19
9
10
14
15
19
9
10
14
15
7.90%
8.17%
9.45%
6.10%
7.45%
9.45%
21,871
-
-
21,871
-
-
-
11,958
-
-
11,958
-
-
-
-
402
-
402
-
-
-
-
696
-
696
-
320
320
-
145
-
145
-
-
-
-
153
-
153
-
61
61
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21,871
5,174
163
5,337
5,721
163
27,755
3,403
3,403
-
-
3,403
3,403
-
11,958
7,726
250
7,976
4,866
-
4,866
8,575
250
20,783
4,866
381
5,247
24
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2008
Financial assets
Cash
Trade and other receivables
Other assets
Financial liabilities
Trade and other payables
Borrowings
2007
Financial assets
Cash
Trade and other receivables
Other assets
Financial liabilities
Trade and other payables
Borrowings
The Group has no third party debt
obligations, other than normal operational
trade payables, which are designated in
foreign currency. Accordingly the Group’s
liquidity and foreign currency exchange
risks are assessed as nominal.
(d) Fair values
The fair value of financial assets and
financial liabilities approximates their
carrying amounts as disclosed in the
Balance Sheet and Notes to the
Financial Statements.
(b) Credit risk exposures
The maximum exposure to credit risk,
excluding the value of any collateral
or other security, at balance date of
recognised financial assets is the carrying
amount of those assets, net of any
provisions for doubtful debts of those
assets, as disclosed in the 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 tran-
sactions with a large number of customers.
Concentrations of credit risk on trade and
other receivables are: Utilities 48% (2007:
51%), Finance Sector 10% (2007: 16%),
Telecommunications 33% (2007: 21%)
and Other 9% (2007: 12%).
(c)
Liquidity and foreign
exchange risk
The Hansen Group operates internationally
and as such has exposure to foreign
currency movements as part of its day
to day operational realities. The Group has
a substantial surplus of cash assets
compared to its nominal third party or
foreign currency designated payables.
4. Revenue
Revenues from ongoing operations
Revenue from sale of goods and services
Other income:
From operating activities
Management fees
Interest – other parties
Sale of intellectual property
Other income
Intercompany dividend
Total other Revenues
Total revenue from ongoing operations
Revenues from discontinued operations
Revenue from sale of goods and services
Profit on sale of business
Total revenue from discontinued operations
Total revenue from operations
Consolidated Entity
Parent Entity
Note
2008
$'000
2007
$'000
2008
$'000
2007
$'000
39,084
39,084
32,138
32,138
-
-
-
-
-
1,467
-
64
-
1,531
40,615
2,809
8,766
11,575
52,190
-
371
1,333
37
-
1,741
33,879
19,011
-
19,011
52,890
7
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1,072
967
25
4
-
524
9,942
11,542
11,542
-
-
-
-
-
19
-
986
986
-
-
-
11,542
986
5. Profit from Ongoing Operations
Profit from ongoing operations before income tax
has been determined after the following specific expenses:
Employees benefits expense
Wages and salaries
Superannuation costs
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
Research and development
Total amortisation of non-current assets
Finance costs expensed
Interest charges (reversal)
Finance charges paid or payable under finance leases
Total finance costs expensed
Operating lease rental expenses
Lease rental charges
Total operating lease rental expenses
Other expenses
Movement in provision for doubtful debts
Net foreign exchange losses
Net (profit) loss on disposal of plant and equipment
Re-seller commissions
Other expenses
Total other expenses
Consolidated Entity
Parent Entity
Note
2008
$'000
2007
$'000
2008
$'000
2007
$'000
17,544
1,957
20
17,832
1,555
26
19,521
19,413
860
36
20
916
750
32
26
808
12
13
926
926
153
2,618
2,771
3
3
6
1,723
1,723
(35)
462
22
459
505
1,413
873
873
431
2,692
3,123
(236)
2
(234)
1,463
1,463
27
302
(6)
-
488
811
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
99
99
101
101
26
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6. Income Tax
(a) The components of tax expense:
Current tax
Deferred tax
Transfer of losses and other timing differences
Under provision in prior year
Total income tax expense (benefit)
(b) Income tax expense
Prima facie income tax expense calculated at 30% (2007: 30%)
on the profit from ordinary activities
Tax effect of amounts which are not deductible in
calculating taxable income
Non deductible write down of investment
Current year losses not brought to account
Capital losses absorbed not previously brought to account
Other non allowable items
Under / (over) provision in prior years
Research and development allowances
Total Income tax expense
Comprising:-
Income tax expense for ongoing operations
Income tax expense for discontinuing operations
(c) Deferred tax relates to the following:
Deferred tax liabilities
Research and development expenditure capitalised
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
Other
Total deferred tax assets
Net deferred tax
(d) Deferred tax assets not brought to account, the benefits of which will only
be realised if the condition for deductibility set out in Note 1(i) occur
Capital and income tax losses
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
2,951
(678)
-
(26)
2,247
10
962
-
169
1,141
-
23
-
(19)
4
-
1,645
(1,597)
(46)
2
5,308
1,334
14
11
(128)
18
(2,742)
1
(26)
(184)
2,247
2,176
71
2,247
1,954
-
1,954
970
4
673
4
-
70
1,721
(233)
2,824
2,824
-
76
(266)
24
169
(196)
1,141
696
445
1,141
2,231
-
2,231
1,185
135
572
1,193
733
10
3,828
1,597
4,476
4,476
-
-
-
9
(19)
-
4
4
-
4
-
-
-
48
75
-
-
-
6
129
129
2,824
2,824
-
-
-
37
(46)
-
2
2
-
2
-
5
5
890
6
271
-
731
20
1,918
1,913
2,082
2,082
27
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7. Discontinued Operations
On 30 August 2007 the Company announced the sale of its NSW outsourcing services subsidiary Hansen Professional Services Pty Ltd.
The subsidiary was sold effective 31 August 2007 and is reported in this financial report as a discontinued operation. Accordingly the
results to 30 June 2008 only include 2 months of trading for HPS. Also note the sale of HPS has utilised capital tax losses not previously
taken to account. As such there is no tax effect on the sale.
Financial information relating to the discontinued operation for the period to the date of the disposal is set out below. Further information
is set out in Note 25 - Segment Reporting.
(i) Financial performance information
Revenue
Other Income
Expenses
Profit/loss before income tax
Income tax expense
Profit after income tax of discontinued operations
Gain on the sale of the entity before income tax
Income tax expense
Gain on the sale of the entity after income tax
Profit from discontinued operations
(ii) Carrying amount of assets and liabilities
Assets
Cash
Receivables
Plant and equipment
Other
Assets classified as held for sale
Liabilities
Payables
Interest bearing liabilities
Other
Liabilities directly associated with non-current assets classified as held for sale
Net assets/liabilities attributable to discontinued operations
(iii) Cashflow information
Net cash inflow from operating activities for the period 1 July 2007 to 30 August 2007 is included
in the consolidated entity’s net cash provided by operatiing activities.
28
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Period
2008
$'000
2007
$'000
2,657
152
17,620
1,391
(2,574)
(17,531)
235
(71)
164
8,766
-
8,766
8,930
-
-
-
-
-
-
-
-
-
-
1,480
(445)
1,035
-
-
-
1,035
1
7,909
1,825
1,804
11,539
5,628
212
2,410
8,250
3,289
8. Dividends on Ordinary Shares
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
(a) Dividend proposed and not recognised as a liability
2008 – One cent per share fully franked final dividend was declared
on 29 August 2008.
2007 – One cent per share unfranked final dividend was declared
on 31 August 2007.
(b) Dividends provided for or paid during the year
- 1 cent per share final dividend paid 8 October 2007
- 3 cents per share interim dividend paid 17 December 2007
- 1 cent per share interim dividend paid 19 March 2008
1,505
4,524
1,513
7,542
A two cent per share capital return was paid to shareholders on 27 June 2008
3,051
(c) Dividend franking account
-
-
-
-
-
1,505
4,524
1,513
7,542
3,051
-
-
-
-
-
30% franking credits, on a tax paid basis, are available to shareholders
of Hansen Technologies Ltd for subsequent financial years
2,240
NIL
2,240
NIL
The above available amounts are based on the balance of the dividend franking account at year-end adjusted for:
a)
b)
c)
d)
franking credits that will arise from the payment of any current tax liability;
franking debits that will arise from the payment of any dividends recognised as a liability at year-end;
franking credits that will arise from the receipt of any dividends recognised as receivables at year-end;
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.
29
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9. Receivables
Current
Trade debtors
Less: Provision for doubtful debts
Sundry debtors
Non-Current
Term debtor
Loans to controlled entities
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
5,187
(13)
5,174
402
5,576
145
-
145
7,773
(47)
7,726
696
8,422
153
-
153
-
-
-
25
25
-
-
-
-
33
33
-
37,228
37,228
32,907
32,907
The weighted average effective interest rate on the term debtor is 8.165% (2007: 6.33%) at 30 June 2008.
10. Other Current Assets
Current
Prepayments
Accrued revenue
11. Other Financial Assets
Non-Current
Investment in controlled entity
30
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m
e
n
t
s
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
804
163
967
1,191
250
1,441
6
-
6
5
-
5
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
-
-
-
-
11,000
11,000
11,000
11,000
12. 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 current financial year.
Plant and equipment
Carrying amount at 1 July 2007
Additions
Disposals
Depreciation expense
Net foreign currency movements arising from foreign operation
Carrying amount at 30 June 2008
Plant and equipment under finance lease
Carrying amount at 1 July 2007
Disposals
Amortisation expense
Carrying amount at 30 June 2008
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
9,572
(6,273)
3,299
3,566
(3,540)
26
3,325
3,976
2,259
(1,794)
(1,078)
(64)
3,299
206
(27)
(153)
26
20,096
(16,120)
3,976
3,762
(3,556)
206
4,182
4,063
1,853
(3)
(1,916)
(21)
3,976
637
-
(431)
206
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
31
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13. Intangibles
Goodwill, at cost
Accumulated impairment
Software research and development, at cost
Accumulated amortisation
Total intangible assets
Reconciliation of goodwill at cost
Opening amount
Increase / (decrease) due to sale/acquisition adjustments
Closing amount
Accumulated impairment at beginning of year
Impairment write back re sale of subsidiary
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
Consolidated Entity
Parent Entity
2008
$'000
17,935
(4,625)
13,310
2007
$'000
18,479
(4,693)
13,786
22,618
20,924
(16,105)
(13,486)
6,513
19,823
18,479
(544)
17,935
7,438
21,224
18,479
-
18,479
(4,693)
(4,693)
68
-
(4,625)
(4,693)
20,924
1,694
22,618
18,961
1,963
20,924
(13,487)
(10,795)
(2,618)
(2,692)
(16,105)
(13,487)
2008
$'000
2007
$'000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
32
N
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o
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F
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a
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c
i
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S
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a
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e
m
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n
t
s
14. Payables
Current
Trade payables
Other payables
Non-Current
Aggregate amounts payable to related parties
15. Borrowings
Current
Secured
Hire purchase liability
Finance lease liability
Non-Current
Secured
Hire purchase liability
Finance lease liability
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
1,200
2,203
3,403
-
-
1,547
3,319
4,866
-
-
3
249
252
4,253
4,253
3
203
206
4,518
4,518
Consolidated Entity
Parent Entity
Note
2008
$'000
2007
$'000
2008
$'000
2007
$'000
20
20
20
20
-
-
-
-
-
-
97
223
320
-
61
61
-
-
-
-
-
-
-
-
-
-
-
-
33
H
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16. Provisions
Current
Employee benefits
Onerous lease
Dividends and other
Non-current
Employee benefits
Onerous lease
(a) Aggregate employee benefits liability
(b) Number of employees at year end
Reconciliations
Reconciliations of the carrying amounts of each class of provision,
except for the employee benefits provision, are set out below:
Dividends and other - current
Carrying amount at beginning of year
Provisions made during the year
Carrying amount at end of year
Provisions onerous lease - current
Carrying amount at beginning of year
Provisions made during the year
Adjustments made due to sale of subsidiary
Carrying amount at end of year
Provisions onerous lease - non-current
Carrying amount at beginning of year
Provisions made during the year
Adjustments made due to sale of subsidiary
Carrying amount at end of year
34
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F
i
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a
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i
a
l
S
t
a
t
e
m
e
n
t
s
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
3,063
3,728
-
155
147
4
3,218
3,879
170
-
170
3,233
194
4
151
155
147
-
(147)
-
284
-
(284)
-
220
284
504
3,948
262
4
-
4
96
51
-
147
242
42
-
284
161
-
155
316
-
-
-
161
1
4
151
155
-
-
-
-
-
-
-
-
146
-
4
150
-
-
-
146
1
4
-
4
-
-
-
-
-
-
-
-
17. Contributed Equity
a) Issued and paid up capital
Ordinary shares, fully paid
Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
47,916
50,048
47,916
50,048
Parent Entity
Parent Entity
2008
Number of
Shares
2008
Number of
$’000
2007
Number of
Shares
2007
Number of
$’000
b) Movements in shares on issue
Balance at beginning of the financial year
149,771,455
50,048
149,421,445
49,958
Shares issued under Dividend Reinvestment Plan
Shares issued under Employee Share Plan
Options exercised
Capital Reduction *
1,746,924
361,010
775,000
641
130
148
-
(3,051)
-
350,010
-
-
-
90
-
-
Balance at end of the financial year
152,654,389
47,916
149,771,455
50,048
* In accordance with a resolution of shareholders the Company’s contributed equity (issued and paid up share capital) was reduced by a two cent per share capital return
paid to shareholders on 27 June 2008.
c) Share options
Quotation of the options on the ASX will not be
rights or dividend rights attached to the options
Employee Share Option Plan
The company continued to offer employee
participation in short-term and long-term incentive
schemes as part of the remuneration packages for
the employees of the Company.
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.
sought but the Company will apply to the ASX for
prior to the options being exercised.
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.
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
Unless the terms on which an option was offered
to the new issue.
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 28 days after 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
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
options may be adjusted to reflect the diluting
effect of the issue.
If there is any reorganisation of the capital of the
Company, the exercise price of the options will be
adjusted in accordance with the Listing Rules.
35
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Options will be issued free of charge, unless
which it was granted. The Directors have the
the Board determines otherwise. Each option
discretion to vary the terms of the Options as
is to subscribe for one ordinary share and,
deemed appropriate.
when issued, the shares will rank equally
with other shares.
The options are not transferable.
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
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Since the end of the financial year 540,000 (2007: 500,000) options have been granted under this scheme.
Exercise
Date
Expiry
Date
Exercise
Price
$
Number of
Options at
Beginning
of Year
Options
Granted
Options
Exercised
or Lapsed
Number of Options
at End of Year
Issued
Vested
1 Jul 2006
1 Jul 2008
1 Jul 2007
1 Jul 2009
$0.17
$0.18
510,000
380,000
1 Jul 2008
1 Jul 2010
$0.26
380,000
1 November 2006
1 Nov 2009
1 Nov 2011
1 Jul 2009
1 Jul 2011
$0.11
$0.11
305,000
75,000
-
-
-
-
-
510,000
-
-
265,000
115,000
115,000
75,000
305,000
40,000
265,000
-
75,000
1 Jul 2010
1 Jul 2012
$0.265
-
500,000
60,000
440,000
1,650,000
500,000
950,000
1,200,000
115,000
Exercise
Date
Expiry
Date
Exercise
Price
$
Number of
Options at
Beginning
of Year
Options
Granted
Options
Exercised
or Lapsed
Number of Options at
End of Year
Issued
Vested
1 Jul 2004
1 Jul 2006
1 Jul 2004
1 Jul 2006
1 Jan 2005
1 Jan 2007
$1.50
$1.50
$1.20
650,000
145,000
-
1 Jul 2006
1 Jul 2008
$0.19
585,000
1 Jul 2007
1 Jul 2009
$0.20
455,000
1 Jul 2008
1 Jul 2010
$0.28
455,000
-
-
-
-
-
-
650,000
145,000
-
-
-
-
-
-
-
75,000
510,000
510,000
75,000
380,000
75,000
380,000
-
-
-
-
-
-
-
-
Grant Date
Consolidated and Company 2008
1 July 2003
1 July 2004
1 July 2005
1 July 2006
1 July 2007
Total
Grant Date
Consolidated and Company 2007
1 July 2001
1 October 2001
1 Jan 2002
1 July 2003
1 July 2004
1 July 2005
1 July 2006
1 November 2006
1 Nov 2009
1 Nov 2011
1 Jul 2009
1 Jul 2011
$0.13
$0.13
-
-
380,000
75,000
305,000
75,000
-
-
Total
2,290,000
455,000
1,095,000
1,650,000
510,000
36
Employee Share Plan
The Board has discretion as to how the shares are
Shares issued under the ESP will rank equally in
The Employee Share Plan (“ESP”) was approved
to be issued or transferred to participants. Such
all respects with all existing shares from the date
by shareholders at the Company’s annual general
shares may be acquired on or off market or the
of allotment.
meeting on 9 November 2001.
Company may allot shares, or they may be obtained
The ESP is available to all eligible employees to
by any combination of the foregoing.
A participant must not sell, transfer or otherwise
dispose of any shares issued or transferred to the
acquire ordinary shares in the Company.
On application, employees pay no application
participant under the ESP until the earlier of:
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
monies. The amount of the consideration to be
provided by qualifying employees to acquire the
shares can be foregone from future remuneration
ordinary course of trading during the five business
(before tax).
(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
days immediately preceding the day the shares
To qualify, employees must be full-time or
to the participant; and
are issued or transferred to qualifying employees
permanent part-time employees of the Company or
or participants.
any subsidiary of the Company.
(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:
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
Consolidated Entity
2008
Number of Shares
2007
Number of Shares
1,355,715
361,010
(504,676)
1,212,049
1,865,846
350,010
(860,141)
1,355,715
The consideration for the shares issued on 23 April 2008 was 36.01 cents (21 May 2007: 25.71).
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
Consolidated Entity
Parent Entity
2008
$’000
33
130
2008
$’000
33
90
2007
$’000
33
130
2007
$’000
33
90
The market value of ordinary Hansen Technologies Ltd shares closed at $0.39 on 30 June 2008 (30 June 2007: $0.285).
18. Reserves and Retained Profits
Foreign currency translation reserve
Options granted reserve
Accumulated losses
(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) Accumulated losses
Balance at the beginning of year
Dividends paid
Net profit attributable to members of Hansen Technologies Ltd
Balance at end of year
Consolidated Entity
Parent Entity
2008
$’000
(479)
137
2008
$’000
(448)
117
2007
$’000
-
137
2007
$’000
-
117
(5,588)
(13,491)
(6,558)
(9,166)
Note
18(a)
18(b)
18(c)
(448)
(31)
(479)
117
20
137
(425)
(23)
(448)
91
26
117
-
-
-
117
20
137
-
-
-
-
117
117
(13,491)
(16,797)
(7,542)
15,445
(5,588)
-
3,306
(13,491)
(9,166)
(7,542)
10,150
(6,558)
(9,199)
-
33
(9,166)
37
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19. Cash Flow Information
Consolidated Entity
Parent Entity
Note
2008
$'000
2007
$'000
2008
$'000
2007
$'000
(a) Reconciliation of the net profit after tax to net cash flows from operations
Net profit from ordinary activities after income tax
15,445
3,307
10,150
33
Add / (less) items classified as investing / financing activities:
(Profit) / loss on sale of non-current assets
Proceeds from sale of intellectual property
Proceeds from sale of business
Intercompany dividend
Add / (less) non cash items:
Amortisation and depreciation
Transfer of tax losses within tax consolidation group
Net cash (used in) / provided by operating activities
before change in assets and liabilities
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 deferred tax liabilities
Increase / (decrease) in reserves
Net cash (used in) / provided by operating activities
38
(b) Reconciliation of cash
Cash assets
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22
-
(8,766)
-
3,849
-
(3)
(1,333)
-
-
-
-
-
(9,942)
5,039
-
-
-
-
-
-
-
(4,021)
(1,642)
10,550
7,010
(3,813)
(1,609)
96
334
(476)
524
-
416
-
2,247
(14)
13,677
(1,828)
1,826
159
480
(284)
(273)
1,640
(503)
4
8,231
-
7
(7)
51
-
166
1,802
2,222
20
448
-
25
-
81
-
38
1,934
(290)
117
296
21,871
11,958
168
15
20. 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
2008
$'000
2007
$'000
2008
$'000
2007
$'000
629
2,709
-
3,338
2,276
4,290
-
6,566
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
101
-
101
(4)
97
97
-
97
238
67
305
(21)
284
223
61
284
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
three 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.
39
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21. Earnings Per Share
The following reflects the income and share data used in the calculations of basic and diluted earnings per share:
Basic earnings - ordinary shares
Diluted earnings - ordinary shares
Consolidated Entity
Parent Entity
2008
$'000
15,445
15,445
2007
$'000
3,306
3,306
2008
$'000
2007
$'000
-
-
-
-
2008
Number of
Shares
2007
Number of
Shares
2008
Number of
Shares
2007
Number of
Shares
Weighted average number of ordinary shares used in calculating
basic earnings per share:
Number for basic earnings per share - ordinary shares
151,121,576
149,459,802
Number for diluted earnings per share - ordinary shares
152,320,374
151,383,282
-
-
-
-
Basic earnings - cents per share
Diluted earnings - cents per share
Cents per
Share
Cents per
Share
10.2
10.1
2.2
2.2
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.
N
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22. Directors’ and Executives’ Equity Holdings
a) Compensation Options: Granted and vested during the year (consolidated):
40
During the financial year options vested and the Company granted options over unissued ordinary shares to the following key management
personnel of the Company as part of their remuneration:
Options Granted during the year
Options
Vested
during the
year
Options
Granted
Grant
Date
Value per
Option at
Grant Date
Exercise
Price
$
Vesting
Date
Last
Exercise
Date
Specified Executives
C Hunter (Chief Operations Officer)
75,000
75,000
1-Jul-07
G Kentish (Director, Hansen Europe)
-
40,000
1-Jul-07
G Lister (CFO & Company Secretary)
D Meade (Client Services Manager)
S Weir (GM, Hansen Europe)
75,000
75,000
-
75,000
1-Jul-07
75,000
1-Jul-07
-
Total
225,000
265,000
$0.285
$0.285
$0.285
$0.285
$0.265
1-Jul-10
1-Jul-12
$0.265
1-Jul-10
1-Jul-12
$0.265
1-Jul-10
1-Jul-12
$0.265
1-Jul-10
1-Jul-12
b) Number of options held by Key Management Personnel (consolidated)
Balance
30-Jun-07
Granted as
Remuneration
Options
Exercised
Options
Forfeited
Balance
30-June-08
Total
Exercisable
Vested at 30 June 2008
Directors
K Hansen (Chairman)
B Adams
D Osborne
A Hansen (MD & CEO)
Specified Executives
-
-
-
-
-
-
-
-
-
-
-
-
C Hunter (Chief Operations Officer)
300,000
75,000
150,000
-
-
-
-
-
-
-
-
-
225,000
G Kentish (Director, Hansen Europe)
40,000
40,000
-
80,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
G Lister (CFO & Company Secretary)
300,000
75,000
150,000
D Meade (Client Services Manager)
300,000
75,000
75,000
S Weir (GM, Hansen Europe)
-
-
-
-
-
-
225,000
300,000
75,000
75,000
-
-
-
Total
940,000
265,000
375,000
80,000
750,000
75,000
75,000
Note:
Any options not exercised are forfeited if not exercised within 28 days of termination of employment.
Share based payments above represent a value attributed to options over Ordinary shares issued to executives. They expire during
the period up to 1 July 2013. Each option entitles the holder to purchase one ordinary share in the Company. The share based
payment value disclosed above is calculated at the date of grant using the Black-Scholes model.
For those options issued to key management personnel this year the Black Scholes model applied a:
– share price volatility factor in respect of the company’s historical share price movement compared with the industry average,
for a period equal to the 3 year option vesting period of 55%
– a continuously compounding risk free interest rate of 5.58%
– a probability factor for the likelihood of the Options being exercising based on historical trends of 64%, and
– compared the issue price ($0.285 cents per share) with the market price on day of issue ($0.285 cents per share), to
– determine a weighted average fair value for the options issued as at grant date of $0.118 cents per option.
41
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c) Number of shares held by Key Management Personnel:
Balance
30-Jun-07
Received as
Remuneration
Options
Exercised
Net Change
Other
Balance
30-Jun-08
93,721,279
210,049
218,676
11,421,522
91,110
-
754,315
4,000
-
106,420,951
-
-
-
-
-
-
-
-
-
-
-
-
-
-
213,401
93,934,680
5,471
26,420
215,520
245,096
124,652
11,546,174
150,000
9,415
250,525
-
150,000
75,000
-
-
2,777
2,777
-
-
907,092
81,777
-
375,000
384,913
107,180,864
Directors
K Hansen (Chairman)
B Adams
D Osborne
A Hansen (MD & CEO)
Specified Executives
C Hunter (Chief Operations Officer)
G Kentish (Director, Hansen Europe)
G Lister (CFO & Company Secretary)
D Meade (Client Services Manager)
S Weir (GM, Hansen Europe)
Total
23. Auditor’s Remuneration
Audit services:
Amounts received or due and receivable by the auditors of the company for:
Australia
- an audit and review of the financial report of the entity and any other entity in
the consolidated entity
Overseas firms
- audit and review of financial reports
Other financial services:
Australia
- tax related services
- advisory services
Overseas firms
- tax related services
- advisory services
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Consolidated Entity
Parent Entity
2008
$'000
2007
$'000
2008
$'000
2007
$'000
169
34
203
103
38
141
21
7
28
169
372
144
47
191
55
-
55
27
-
27
82
273
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
24. Related Party Disclosures
a)
The consolidated financial statements include the financial statements of Hansen Technologies
Ltd and its controlled entities listed below:
Ordinary Share Consolidated Entity Interest
Note
Country of Incorporation
2008
%
2007
%
Parent Entity
Hansen Technologies Ltd
Subsidiaries of Hansen Technologies Ltd
Hansen Corporation Pty Ltd
Hansen Research & Development Pty Ltd
Hansen Corporation Investments Pty Ltd
Radius Computing Pty Ltd
Hansen Professional Services Pty Ltd
Hansen Holdings (Asia) Pty Ltd
Hansen Corporation Limited
Hansen Corporation Europe Limited
Hansen Datatrue Ltd
Hansen Corporation USA, Limited
Hansen North America, Inc.
Hansen Corporation Asia Limited
Australia
Australia
Australia
Australia
Australia
Australia
Australia
( i )
( ii )
New Zealand
United Kingdom
United Kingdom
United States of America
United States of America
Hong Kong
Notes:
(i) This entity has been deregistered.
(ii) This entity was sold to Datacom
Investments on 31 August 2007.
100
100
100
-
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
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 following table provides the total amount of transactions that were entered into with related parties for the relevant financial year:
Consolidated Entity
Parent Entity
2008
$
2007
$
2008
$
2007
$
K Hansen and A Hansen - Lease rental payments and outgoings
805,678
785,854
-
-
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 2008 were $134,898 and
$670,780 respectively (2007: $130,619 and $655,235 respectively).
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25. 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.
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:
Sales and services in all Australian States
and Territories
USA:
Sales and services throughout the USA
Europe:
Sales and services throughout Europe
Other:
Sales and services throughout Asia and
New Zealand
Business Segments
The consolidated entity comprises the
following main business segments, based
on the consolidated entity’s management
reporting system:
Billing:
Represents the sale of billing applications
and the provision of consulting services in
regard to billing systems.
IT Outsourcing:
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.
Other:
Represents software and service provision
in the areas of call centre productivity,
superannuation administration and asset
management.
Discontinued Operations:
Represents the fact that effective
31 August 2007 the Company sold its
NSW outsourcing services subsidiary
Hansen Professional Services Pty Ltd.
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Business Segments
Billing
IT Outsourcing
Other
Total Ongoing
Operations
Discontinued
Operations
Consolidated
2008
$’000
2007
$’000
2008
$’000
2007
$’000
2008
$’000
2007
$’000
2008
$’000
2007
$’000
2008
$’000
2007
$’000
2008
$’000
2007
$’000
Revenue
External segment revenue
28,130
23,274
6,393
5,295
4,561
3,569
39,084
32,138
2,809
19,011
41,893
51,149
Other unallocated revenue
Total revenue
Result
Segment result
Unallocated corporate expenses
Profit from ordinary activities before income tax
Income tax expense
Net profit
1,531
1,741
8,766
-
10,297
1,741
40,615
33,879
11,575
19,011
52,190
52,890
9,687
4,933
2,555
1,260
1,791
1,805
14,033
7,998
9,001
1,480
23,034
9,478
(5,342)
(5,031)
(5,342)
(5,031)
8,691
2,967
9,001
1,480
17,692
4,447
(2,176)
(696)
(71)
(445)
(2,247)
(1,141)
6,515
2,271
8,930
1,035
15,445
3,306
Depreciation and amortisation
3,202
3,347
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172
269
3,425
3,829
152
1,043
3,577
4,872
Depreciation and amortisation - unallocated
Segment result is inclusive of some individually
significant items.
Individually significant segment items
Profit on sale of intellectual property
Profit on sale of business
Assets
Segment assets
Unallocated corporate assets
Consolidated total assets
Liabilities
Segment liabilities
Unallocated corporate liabilities
Consolidated total liabilities
272
167
272
167
3,697
3,996
152
1,043
3,849
5,039
-
-
-
-
-
-
-
-
-
-
1,333
-
-
-
1,333
-
-
8,766
-
-
-
1,333
8,766
-
16,801
14,381
1,325
1,042
1,090
1,090
19,216
16,513
32,491
26,462
51,707
42,975
6,945
5,024
976
862
721
838
8,642
6,724
1,079
804
9,721
7,528
-
-
-
-
6,002
19,216
22,515
32,491
26,462
6,002
51,707
48,977
5,223
8,642
11,947
1,079
804
5,223
9,721
12,751
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Acquisition of Non-Current Assets
357
1,122
44
5
1,851
398
2,252
1,525
7
328
2,259
1,853
Geographical Segments
Australia
USA
Europe
Other
Consolidated
2008
$’000
2007
$’000
2008
$’000
2007
$’000
2008
$’000
2007
$’000
2008
$’000
2007
$’000
2008
$’000
2007
$’000
External segment revenue by location of customers
27,761
40,342
1,211
416
11,149
9,797
1,772
594
41,893
51,149
Segment assets by location of assets
47,472
44,213
Acquisition of non-current assets
2,053
1,245
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4,034
4,623
145
121
51,707
48,977
-
206
608
-
-
2,259
1,853
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26. Subsequent Events
No matters or circumstances have arisen since the end of the financial year up to the date of this report that have significantly affected
or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the
consolidated entity in future financial years.
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Directors’ Declaration
The Directors declare that the financial statements and
notes set out on pages 16 to 46 in accordance with the
Corporations Act 2001:
(a) Comply with Accounting Standards and the Corporations
Regulations 2001, and other mandatory professional
reporting requirements; and
(b) Give a true and fair view of the financial position of the
company and the consolidated entity as at 30 June 2008
and of their performance as represented by the results
of their operations, changes in equity and their cash flows,
for the year ended on that date.
In the Directors’ opinion there are reasonable grounds to
believe that Hansen Technologies Ltd 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 2008.
This declaration is made in accordance with a resolution
of the Directors.
Dated at Melbourne this 30th day of September 2008.
Signed in accordance with a resolution of the Directors:
Kenneth Hansen
Director
Andrew Hansen
Managing Director & CEO
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Independent Auditor’s Report
Independent Auditor’s Report To the Members
Directors’ Responsibility for the Financial Report
of Hansen Technologies Ltd
We have audited the accompanying financial report of
Hansen Technologies Ltd and controlled entities.
The financial report comprises the Balance Sheet as
at 30 June 2008, and the Income Statement, Statement
of Changes in Equity and Cash Flow Statement for the year
ended on that date, a summary of significant accounting
policies, other explanatory notes and the Directors’ declaration
of the consolidated entity comprising the company and the
entities it controlled at the year’s end or from time to time
during the financial year.
The Directors of the company are responsible for the preparation
and fair presentation of the financial report in accordance with
Australian Accounting Standards (including the Australian
Accounting Interpretations) and the Corporations Act 2001.
This responsibility includes establishing and maintaining internal
control relevant to the preparation and fair presentation of the
financial report that is free from material misstatement, whether
due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable
in the circumstances.
In Note 1, the Directors also state, in accordance with Accounting
Standard AASB 101 Presentation of Financial Statements, that
compliance with the Australian equivalents to International Financial
Reporting Standards ensures that the financial report, comprising
the financial statements and notes, complies with International
Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial
report based on our audit. We conducted our audit in accordance
with Australian Auditing Standards. These Auditing Standards
require that we comply with relevant ethical requirements relating
to audit engagements and plan and perform the audit to obtain
reasonable assurance whether the financial report is free from
material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud
or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation
and fair presentation of the financial report in order to design
audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made
by the Directors, as well as evaluating the overall presentation
of the financial report.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
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Independence
Report on the Remuneration Report
In conducting our audit, we have complied with the independence
requirements of the Corporations Act 2001.
Auditor’s Opinion
In our opinion,
(a) the financial report of Hansen Technologies Ltd is in
accordance with the Corporations Act 2001, including:
We have audited the Remuneration Report included in pages
11 to 14 of the Directors’ report for the year ended 30 June 2008.
The Directors of the company are responsible for the preparation
and presentation of the Remuneration Report in accordance with
section 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
(i) giving a true and fair view of the company’s and
Auditor’s Opinion
Consolidated Entity’s financial position as at 30 June 2008
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards
(including the Australian Accounting Interpretations) and
the Corporations Regulations 2001; and
(b) the consolidated financial report also complies with
International Financial Reporting Standards as disclosed
in Note 1.
In our opinion the Remuneration Report of Hansen Technologies Ltd
and controlled entities for the year ended 30 June 2008, complies
with section 300A of the Corporations Act 2001.
D B Rankin
Partner
30 September 2008
Pitcher Partners
Melbourne
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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.
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
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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 to revise the governance
practices to ensure we improve and keep
in step with current standards.
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
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 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.
unreasonably withheld, and the advice will be made available
to all Board members as appropriate.
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.
The Board assesses each Director against a range of criteria to decide
whether they are in a position to exercise independent judgement.
It is the objective of the Board to strive for a majority of
independent directors.
However, the Board currently has just one independent Director.
The Board is seeking to increase the number of independent directors
by the recruitment of new Directors with appropriate industry relevant
skills and experience.
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;
• monitoring management and financial performance;
• ensuring that adequate risk management controls and reporting
mechanisms are maintained;
• approving and monitoring the progress of major capital
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
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
The Board reviews and evaluates the performance of the
Board and the Board committees. The process is to 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 Director will periodically evaluate the effectiveness of the Board
and its committees and submit observations to the Chairman;
• the Chairman of the Board will present a report incorporating his
assessment of such observations to enable the Board to assess,
and if necessary, take action;
• the Board will agree on development and actions required
to improve performance;
• 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
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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 members of the Committee as at 30 June 2008 are two
non-executive Directors, David Osborne and Bruce Adams, both of
whom have accounting experience. The Chairman of the Audit
Committee and it’s independent member is currently Bruce Adams.
The Board is seeking to appoint new independent Directors with the
intention that they will also become independent members of the
Audit Committee.
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
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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 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;
• 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.
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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 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.
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• we should respect customs and business practices of countries
in which we operate, whilst always observing the primary
principles of this code;
Roles and Responsibilities
Board of Directors is responsible for approving and reviewing
Hansen’s risk management and policy and overseeing all aspects
of internal control including compliance activities, the
appropriateness of accounting policies and the adequacy of
financial reporting. It delegates daily management responsibility
to the Chief Executive Officer.
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
• independent reviews that may be conducted for special
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.
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
PROBLEM MANAGEMENT
• Target markets
• Within Group strategy
• 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 AND
ADMINISTRATION
• Customer management
• Vendor management
• Ongoing finance review
Account Mgrs & Finance responsible
APPROVAL
• Delegation of authority
• Relevant areas to approve
• Centralised
Finance, Legal and Commercial
Delivery responsible
DOCUMENTATION
AND EXECUTION
• Standardised
• Centralise
CEO / Co Sec & Legal responsible
Market Risk
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
ENVIRONMENT
• Target markets
• Know your customers
• Know your vendors
• Product planning & management
• Pricing models
• Resource planning
• Assess the market & region
• Assess the product for
the region
• Global Hansen policies
to be observed
• Manage segregation of duties
MONITORING & REPORT
AUTHORITIES
• Transparency and communication
• Delegation of authority
• Change management
• Central authorities
• Central reporting on product,
financials, operations, legal and
risk management
• Supports segregation of duties
Financial Reporting Risks CEO and CFO assurance
The integrity of the company’s financial reporting depends upon
the existence of a sound system of risk oversight and management
and internal control.
The Board receives regular reports about the financial condition
and operational results. The CEO and the CFO annually provide a
formal statement to the Board that in all material respects:
• the financial records of the company for the financial
year have been properly maintained in that they:
- accurately record and explain its financial position and
performance;
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- enable true and fair financial statements to be prepared
and audited;
• the financial statements and notes required by the accounting
standards for the financial year comply with the accounting
standards; and
• the risk management and internal compliance and control
systems are sound, appropriate and operating efficiently
and effectively.
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.
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 either over the web
or by post and Notice of Annual General Meeting by post; and
• 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 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 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.
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As a general rule, Directors and senior executives are only
permitted to trade Hansen shares in the 30-day period
commencing two days after:
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• 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 are required to 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
Details of the pay and rewards for Hansen’s top five key
management personnel and their total remuneration is set out in
the Annual Report each year.
The CEO and the executive team approve the pay and reward
packages for key senior managers.
The structure of Hansen executive pay and reward is made up of
four parts:
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.
• base pay;
• short-term performance incentives;
• long-term equity-linked performance incentives; and
• other compensation, being superannuation.
Our policy is to provide individual executives with a level of income
that:
The combination of these comprises the executive’s total
compensation.
• recognises the market value of each position in a 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 arrangements 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.
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 policy.
Principles of the Policy
The key principles of the market disclosure policy are that:
• material company information is issued to shareholders and the
market in accordance with our obligations to the market;
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• such information is communicated in a way that allows for all
• events regarding an entity’s shares or securities;
interested parties to have equal and timely access;
• major new contracts, orders, or changes
• communication is presented in a clear, factual and balanced
in suppliers or customers;
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;
• 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 29 September 2008
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
Number of Ordinary Shares
Percentage Held
Othonna Pty Ltd — including associates
Cogent Nominees Pty Limited
Andrew Alexander Hansen — including associates
Voting Rights
Ordinary shares and Options - refer Note 17
Distribution of equity security holders
Categogy
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001 and over
The number of shareholders holding less than a marketable parcel of ordinary shares is 117.
93,934,680
23,550,000
11,546,174
61.53%
15.43%
7.56%
Number of Equity Security Holders
Ordinary Shares
Options
97
390
186
350
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On-market buy-back
There is no current on-market buy-back.
Twenty largest shareholders
Name
Othonna Pty Ltd
Cogent Nominees Pty Limited
Andrew Alexander Hansen
National Nominees Limited
Antan Pty Ltd
Mr Bruce Rodney Pettit
Mr Anthony David Hansen
Ozcun Pty Ltd
Mr James Lucas & Ms Lesley Dormer
Mrs Yvonne Irene Hansen
Mr Kenneth Hansen
Ms Tanya Jacinta Hansen
Mr Denis Maxwell Fraser & Mrs Wendy Elena Fraser
Mr Stephen Cocker & Mrs Denise Cocker
Louras Nominees Pty Ltd
Mr John Eldred Williams & Mrs June Mabel Williams
Mr Christopher James Piggott & Mrs Shirley Janice Piggott
Layuti Pty Ltd
Mr Ronald Slamowicz
Mr Cameron Hunter
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Number of Ordinary Shares Held
Percentage of Issued Capital
91,160,249
23,500,000
8,866,897
3,147,980
2,302,400
1,728,227
1,395,271
739,154
600,000
555,607
532,107
374,100
333,873
307,308
295,028
277,200
237,220
226,944
200,000
185,520
59.72%
15.43%
5.81%
2.06%
1.51%
1.13%
0.91%
0.48%
0.39%
0.36%
0.35%
0.25%
0.22%
0.20%
0.19%
0.18%
0.16%
0.15%
0.13%
0.12%
137,015,085
89.76%
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 1, 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 9682 6277
59
2 Frederick Street, Doncaster,
Victoria 3108 Australia
Telephone +61 (3) 9840 3000
Facsimile + 61 (3) 9840 3099
Email info@hsntech.com
www.hsntech.com