2009
ANNUAL
REPORT
FLEXIBLE SOLUTIONS
1
Hansen Technologies Limited ABN 90 090 996 455
2009
ANNUAL
REPORT
CONTENTS
Highlights
Chairman and Chief Executive Offi cer Joint Report
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
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company is to be held
on Wednesday 18 November 2009 at 11.00am at
2 Frederick Street, Doncaster, Victoria 3108.
A separate Notice of Meeting and Proxy Form
are included with this report.
COMPANY PROFILE
Hansen Technologies is a leading
independent provider of billing,
customer care, and IT solutions.
Hansen’s billing software is used by
companies in the telecommunications,
electricity, gas, and water industries.
Hansen also provides facilities
management and IT 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 highly
capable business and technical experts
who have extensive industry knowledge.
Founded in 1971, Hansen has offi ces in
Australia, New Zealand, the United States,
and the United Kingdom and employs
more than 300 people.
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HIGHLIGHTS
$8.1 million after-tax profi t
Fully-franked dividends totalling
Acquisition of Peace Software group
5 cents per share for the fi scal year
Increase in performance from
ongoing operations
Earnings per share - 5.3 cents
Operating Revenue $54.3 million
Net tangible assets per share at
30 June 2009 - 10.8 cents
39%
EBITDA $14.3 million
31%
After-tax profi t $8.1 million
25%
EBITDA as percentage of revenue
26%
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CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
JOINT REPORT
We are pleased to report on another outstanding
year for Hansen with both sustained improvement in
performance and strategic expansion.
During a year of considerable economic instability throughout the
world we have been able to build on the momentum of the past three
years and achieve record operating performances while also improving
the fundamental strength of our business.
This year we have delivered on our promise to pursue strategic growth
with the successful acquisition and integration of the Peace Software
business. Acquired in October 2008, Peace has substantially increased
the number of utility customers served, opened North America as a
key service geography, and added highly complementary software to
the Hansen suite of proprietary software solutions.
To reintroduce full franking credits on dividends while maintaining the
5 cents per share dividend distribution rate is a further positive step
for our company.
Hansen has maintained a strong liquid asset position throughout
the year. We have been able to fund the growth of our business, the
acquisition of Peace Software, distribute franked dividends, and
commence a share buy-back program while remaining debt-free and
retaining a base of core liquidity to fund further growth opportunities.
During the year we commenced and completed a number of major
client initiatives. We continued to strengthen relationships with our
key accounts and a number of key investment initiatives came
to fruition.
The 2009 fi scal year has seen
continued improvement in
performance of all of our regional
operations:
In Australia we expanded our market
share and developed stronger
relationships with existing customers.
Our operations in the United Kingdom
and Ireland continue to show
improvement and provide an excellent
launch pad for reviewing opportunities
in Europe.
With the acquisition of Peace Software
our operations in North America
have shown solid progress. We have
established a new offi ce in Denver and
are working to strengthen account
relationships.
Account relationships and opportunities
in Japan continue to be strong.
We remain strongly focused on our core
business of delivering proprietary software
solutions and a full service offering to
the energy and telecommunications
industries. This year we have raised our
profi le substantially within our sphere
of infl uence. We are well positioned to
service the needs of these industries as
they undergo regulatory, technological
and environment-driven change.
2008/9 FINANCIAL PERFORMANCE
ACQUISITIONS
Management’s decision to reorient our revenue streams
towards an annuity-based model has signifi cantly reduced our
exposure to the unsettled global economic conditions. Hansen
has continued to grow revenue and maintained a substantial
buffer of liquid assets.
Total revenue for Fiscal 2008/9 was $54.3 million, an increase
for continuing operations of 39% over the previous year with
an EBITDA (Earnings Before Interest Tax and Depreciation) of
$14.3 million, a 31% increase on the previous year. EBITDA
as a percentage of revenue remains a key measurement for
our business and an achievement of 26% this year is positive.
Profi t after tax from ongoing operations of $8.1 million is up
25% on the prior year.
During the year shareholders received an interim fully-franked
dividend of 2 cents per share. The Directors have declared a
fi nal dividend of 3 cents per share fully-franked to be paid on
2 October 2009.
Given the Directors’ perception that our company’s share price
remained undervalued the Board initiated a share buy-back in
2009, an investment that has delivered excellent value to
shareholders thus far.
Fiscal 2008/9 saw signifi cant expansion of our operations
with the acquisition of Peace Software. The smooth integration
of the acquired entities was a testament to our organisation’s
ability to adapt, the strength of our management team, and
effectiveness of our operational procedures. Alignment of
the Peace group to more closely refl ect Hansen’s existing
structure was completed ahead of schedule and we are
pleased to report that since conclusion of restructuring
activities staff turnover has been extremely low. We continue
to work closely with the Peace solution clients to ensure they
are served effectively and are investing to leverage off the
Peace solutions.
OUR PEOPLE
Our Company’s strength continues to be a direct refl ection
of the quality and commitment of our staff. At Hansen we
are proud to have a team of outstanding and committed
professionals. We now have in excess of 300 engaged
around the world.
On behalf of the Board of Directors and all shareholders we
wish to thank our dedicated employees for their efforts over
the past year and strong commitment to our corporate goals.
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CORE MARKET FOCUS
UTILITIES
We see our core markets as having inherent growth
requirements for mission-critical, fl exible, and industry-
specifi c proprietary software. We package our proprietary
IP solutions to include additional IT services where possible.
We have completed a strategic review and have a good
understanding of the markets we currently serve, namely
Australasia, the United Kingdom, Ireland, North America,
and Japan.
The year has witnessed signifi cant industry movement in
supporting the smart metering phenomenon. The deployment
of smart meters allows utilities to remotely activate and
deactivate electric and gas meters, provide additional
services, and automatically read meters at much shorter
intervals. The move from manual readings every 30 to 90 days
to meter readings delivered every 15 minutes dramatically
increases the volume of data that utility billing solutions need
to process. This trend will be a major driver of metering and
billing systems change over the next 10 to 15 years. Whilst
the approach to these meter replacement initiatives varies
across markets globally, Hansen is extremely well positioned
to support this change in all markets we serve. We have
completed signifi cant investment to ensure our solutions are
capable of handling these vastly increased data requirements,
and are continuing to invest in developments which allow
utilities to take advantage of these new technologies.
Deregulation, government-mandated energy effi ciency
programs, and aging systems continue to drive change to
billing solutions. We are committed to providing solutions that
support these market requirements – a commitment further
strengthened with the addition of the Peace solution set.
We continue to see signifi cant opportunity in this market, and
are investing in the development and expansion of our global
sales and marketing team. We have redefi ned our go-to-market
messaging around a suite of core capabilities, and will continue
to present this to clients and prospects globally over the
coming year.
We believe we have the right solutions, an outstanding team of
industry experts, and a strong client base. In 2009, we have built
a solid foundation for growth into our target markets and are
quietly optimistic about another strong year in Fiscal 2010.
TELECOMMUNICATIONS
With the combination of continued market activity, and a
recent successful go-live of a major telecommunications
billing project, we are excited about the opportunity in the
telecommunications market. We have mobilised resources
in this market to ensure we develop and capture market
opportunities and will be marketing our solution 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.
Kenneth Hansen
Director
30 September 2009
Andrew Hansen
Director
30 September 2009
THE FUTURE
Hansen has the products, industry know-how and strength
of balance sheet to benefi t from the changes driving demand
for our solutions in the company’s targeted industries and
geographic markets.
Activities for the coming year include:
Leveraging and promoting our solutions to support the
worldwide trend for smart meter installation by electricity
and gas utilities
Building on the foundation of exciting new functionality
for telecommunications billing
Evaluating opportunities for strategic entry into
new geographies
Hansen’s success with the Peace acquisition provides
confi dence in our ability to acquire and assimilate
organisations successfully. We will continue to evaluate
acquisition opportunities for companies that exhibit the
ability to grow revenue and strongly align with our core
target markets.
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BOARD
OF DIRECTORS
The qualifi cations, 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 fi nancial
year is provided here, together with details of the company secretary as at the year end.
Mr Kenneth Hansen
Mr Andrew Hansen
Age 76
Chairman
Non-Executive Director
Chairman since 2000
Kenneth has over 35 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.
Age 49
Managing Director & CEO
Managing Director since 2000
Andrew has over 29 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 implementing the Group’s strategic
direction and overseeing the everyday
affairs of the Hansen Group.
Mr Bruce Adams
Mr David Osborne
Mr Phillip James
Age 49
Non-Executive Director
Director since 2000
Chairman of Audit and
Remuneration Committees
Age 60
Non-Executive Director
Director since 2006
Member of Audit and
Remuneration Committees
Age 59
Non-Executive Director
Director since October 2008
Member of Audit and
Remuneration Committees
Bruce 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 fi rms, 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 Grant Lister
David is a Fellow of the Institute of
Chartered Accountants, a Fellow of CPA
Australia, and a Fellow of the Australian
Institute of Company Directors, with
over 30 years of fi nancial 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.
Phillip has over 30 years experience in
the Australian and New Zealand energy
sectors, holding senior executive positions
with AGL Energy and NGC Holdings (NZ).
Phillip’s extensive career of over 25 years
with AGL (Australia’s largest energy
retailer) included positions in sales,
marketing, operations and senior executive
roles, culminating in his appointment in
2005 as Group General Manager Retail,
with responsibility for AGL’s energy retail
business Australia wide.
Age 57. CFO & Company Secretary. CFO since 2002. Company Secretary since 2004
Grant is a qualifi ed Chartered Accountant with more than 30 years experience in senior fi nancial management roles and
15 years experience in such roles within the IT industry in Australia, Asia and the USA. As CFO he has responsibility for all
of the fi nancial aspects of the Hansen Group’s operations throughout the world. Grant joined the Hansen Group in 2002.
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No Directors of Hansen Technologies Ltd held any other directorships of listed companies at any time during the three years prior to 30 June 2009.
DIRECTORS’
REPORT
The Directors present their report, together with the fi nancial report of the
consolidated entity consisting of Hansen Technologies Ltd and the entities it controlled,
for the fi nancial year ended 30 June 2009 and auditor’s report thereon. This fi nancial
report has been prepared in accordance with Australian equivalents of International
Financial Reporting Standards.
We have successfully increased our revenues from continuing
operations to $54.3 million and grown profi tability to $8.1 million
after tax. We have strengthened our market position in Australia,
maintained our activities in the UK and Japan and acquired a
strong foundation presence in the USA.
In addition to maintaining a cash dividend distribution rate of
5 cents per share in respect to the 2008/9 fi scal year, our
dividend distribution is now also fully-franked.
The energy industry worldwide is continuing to undergo
technological change with considerable emphasis emerging on
the roll-out of smart metering technology and the automation
of the transmission of more frequent meter readings. We have
developed adaptable industry-specifi c billing solutions to service
these fundamental industry changes and we expect to be well
positioned as the demand for these enhanced solutions evolves.
We have emerged from this year with a strengthened balance
sheet and maintained a healthy liquidity. We remain focused
on supporting our existing customer base. We have proprietary
software solutions which will enable us to deliver solutions for
the changing requirements of our core industries. Finally we
have retained suffi cient funding to support a continued objective
of strategic as well as organic growth.
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the
fi nancial 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 specifi c software
applications. There were no signifi cant changes in the nature of
the activities of the consolidated entity during the fi nancial year.
RESULTS
The consolidated profi t after income tax attributable to the
members of Hansen Technologies Ltd and its controlled
entities was $8.13 million (2008: $6.5 million from continuing
operations plus $8.9 million profi t on sale of discontinued
operations).
REVIEW OF OPERATIONS
Fiscal 2009 was a year of considerable economic instability
around the world. Few businesses have been immune to
the impact of the international credit crisis. However, the
combination of our historical initiative in developing an annuity
revenue model and the fundamental strength of our debt-free
balance sheet has minimised the impact of these international
infl uences upon our operating performance.
We have been able to maintain our historical business
activity through this period as well as deliver on the promise
of strategic growth. The acquisition of the Peace Software
business in October 2008 and its successful subsequent
integration has enhanced our core utility billing business
and increased our industry presence globally.
SIGNIFICANT CHANGES IN THE STATE
OF AFFAIRS
DIVIDEND PAID, RECOMMENDED
AND DECLARED
As notifi ed to the Australian Securities Exchange (ASX),
Hansen Technologies Ltd acquired 100% of the Peace
Software business on 17 October 2008.
AFTER BALANCE DATE EVENTS
As part of normal business activities the company is from
time to time in negotiations with customers and third parties
over prospective new business opportunities. When these
new opportunities are signifi cant in the overall context of
our business and the negotiations reach a level where the
transaction contemplated is confi rmed then releases are
made to the ASX in accordance with the Listing rules on
Continuous Disclosure.
Subsequent to balance date a mediation occurred in an
endeavour to resolve a contractual dispute in respect to one
software implementation. The mediation was unsuccessful
and Hansen has served a notice of termination. Appropriate
actions to pursue resolution of the contractual dispute are
expected to ensue in due course. At the date of this report
there have been no further developments.
No other matters or circumstances have arisen since the end
of the fi nancial year that have signifi cantly affected or may
signifi cantly affect the operations of the consolidated entity,
the results of those operations, or the state of affairs of the
consolidated entity in future fi nancial 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 signifi cant environmental Commonwealth or State
regulations or laws.
A 3 cent per share fully-franked fi nal dividend was declared on
28 August 2009 with payment to be made on 2 October 2009.
The amount declared has not been recognised as a liability in
the accounts of Hansen Technologies Ltd as at 30 June 2009.
Dividends paid during the year
- 1 cent per share fi nal dividend paid 17 October 2008
- 2 cent per share interim dividend paid 26 March 2009
SHARE OPTIONS
Options over unissued ordinary shares granted by Hansen
Technologies Ltd during or since the end of the fi nancial 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 fi nancial year.
C Hunter
G Lister
D Meade
G Prior
S Weir
Total
Granted
Number
75,000
75,000
75,000
75,000
75,000
75,000
-
40,000
40,000
40,000
570,000
Grant
Date
1 July 2008
1 July 2009
1 July 2008
1 July 2009
1 July 2008
1 July 2009
1 July 2008
1 July 2009
1 July 2008
1 July 2009
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
Price
$
Number of
Options at Date
of Report
1 July 2005
1 July 2008
1 July 2010
$0.260
1 Nov 2006
1 Nov 2009
1 Nov 2011
$0.110
1 July 2007
1 Jul 2010
1 July 2012
$0.265
1 July 2008
1 July 2011
1 July 2013
$0.390
1 July 2009
1 July 2012
1 July 2014
$0.410
Total
75,000
75,000
440,000
540,000
610,000
1,740,000
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 610,000 ordinary shares of Hansen
Technologies Ltd issued during and since the end of the
fi nancial year and prior to the date of this report as a result
of the exercise of employee share options.
Date Issued
8 January 2009
30 June 2009
31 August 2009
31 August 2009
14 September 2009
Total
No. Ordinary Shares
Issued
Amount Paid
per Share
40,000
75,000
190,000
230,000
75,000
610,000
$0.18
$0.18
$0.11
$0.26
$0.11
INDEMNIFICATION AND INSURANCE OF
DIRECTORS, OFFICERS AND AUDITORS
INDEMNIFICATION
The Company has agreed to indemnify all of the current and
former Directors and Offi cers 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 Offi cers of the Company and its
controlled entities, except where the liability arises out of c
onduct 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 fi nancial report.
INSURANCE PREMIUMS
Since the end of the previous fi nancial year, the Company has
paid insurance premiums in respect of Directors’ and Offi cers’
liability and legal expenses, insurance policies for current and
former Directors and Offi cers, including Executive Offi cers of
the Company and Directors, Executive Offi cers 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 Offi cers’ liability
and legal expenses insurance contracts, as such disclosure is
inappropriate under the terms of the contract.
DIRECTORS’ MEETINGS
The number of meetings of the Board of Directors and of
each Board committee held during the fi nancial year and
the numbers of meetings attended by each Director were:
Director
Mr Kenneth Hansen
Mr Andrew Hansen
Mr Bruce Adams
Mr David Osborne
Mr Phillip James
Board
Meetings
Audit
Committee
Meetings
Remuneration
Committee
Meetings
A
12
12
12
12
10
B
12
12
12
12
10
A
-
-
3
3
1
B
-
-
3
3
1
A
-
-
1
1
-
B
-
-
1
1
-
A - Number of meetings eligible to attend
B - Number of meetings attended
DIRECTORS’ INTERESTS IN SHARES
OR OPTIONS
Directors’ 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
Kenneth Hansen
Andrew Hansen
Bruce Adams
David Osborne
Phillip James
93,999,585
11,546,174
215,520
268,321
-
-
-
-
-
-
DIRECTORS’ INTERESTS IN CONTRACTS
Directors’ interests in contracts with the Company are limited
to the provision of leased premises on arms length terms and
are disclosed in note 24 to the fi nancial statements.
AUDITOR’S INDEPENDENCE
DECLARATION
A copy of the auditor’s independence declaration as required
under section 307C of the Corporations Act 2001 in relation
to the audit for the fi nancial year is provided with this report.
NON-AUDIT SERVICES
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, and
their affi liates, are detailed below. The Directors are satisfi ed
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:
REMUNERATION REPORT
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 refl ects 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 discretion of the Directors. All bonuses
are subject at a minimum to the achievement of specifi ed 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 fi nancial year
are provided on pages 7 and 8 of this report. The other
key management personnel in the consolidated group
for the fi nancial year are:
EXECUTIVES
POSITION
C Hunter
G Lister
D Meade
G Prior
S Weir
Chief Operations Offi cer
Chief Financial Offi cer & Company Secretary
Client Services Manager
General Manager, North America
General Manager, Europe
Auditors of the Company
Australia
- taxation services
- advisory services
Overseas Firms
- taxation services
- advisory services
Total non-audit services
Consolidated
2009
$’000
2008
$’000
43
18
61
20
18
38
99
103
38
141
21
7
28
169
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Super
$
-
50,000
3,333
3,333
39,152
95,818
19,817
49,047
19,876
2,517
4,112
95,369
191,187
Post-
Employment
Benefi ts
Super
$
-
DIRECTORS’ AND EXECUTIVES’ REMUNERATION
2009
Short-Term Employee Benefi ts
Post-
Employment
Benefi ts
Cash
Bonus
Non-
Monetary
Directors
K Hansen
A Hansen
B Adams
D Osborne
P James
Executives
C Hunter
G Lister
D Meade
G Prior
began17/02/09
Salary
Fees
$
70,648
$
-
431,919
199,541
37,037
37,037
52,753
-
-
-
629,394
199,541
174,312
207,846
174,976
45,872
50,459
45,872
83,903
-
$
-
-
-
-
-
-
-
17,648
-
-
-
S Weir
182,744
30,800
823,781
173,003
1,453,175
372,544
17,648
17,648
2008
Short-Term Employee Benefi ts
Directors
K Hansen
A Hansen
B Adams
D Osborne
P James
Executives
C Hunter
G Kentish
G Lister
D Meade
S Weir
Salary
Fees
$
70,648
Cash
Bonus
Non-
Monetary
$
-
$
-
390,000
180,849
30,401
51,976
37,037
37,037
-
-
-
-
-
-
-
3,333
3,333
-
534,722
180,849
30,401
58,642
152,158
36,697
17,152
16,711
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
-
56,617
14,056
-
87,384
146,026
Share-
Based
Benefi ts
Options
Issued
Other Long-
Term Benefi ts
Other Benefi ts
$
-
-
-
-
-
-
6,836
6,836
6,836
-
3,646
24,154
24,154
$
-
-
-
-
-
-
-
-
-
-
-
-
-
Share-
Based
Benefi ts
Options
Issued
Other Long-
Term Benefi ts
Other Benefi ts
$
-
-
-
-
-
-
8,816
4,702
8,816
8,816
-
31,150
31,150
$
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
70,648
681,460
40,370
40,370
91,905
924,753
246,837
331,836
247,560
86,420
221,302
1,133,955
2,058,708
Total
$
70,648
653,226
40,370
40,370
-
804,614
231,534
166,658
312,500
219,990
114,196
1,044,878
1,849,492
Total Performance
Related
Options as %
of Total
%
-
29%
-
-
-
22%
21%
17%
21%
-
16%
17%
19%
%
-
-
-
-
-
-
3%
2%
3%
-
2%
2%
1%
Total Performance
Related
Options as %
of Total
%
-
28%
-
-
-
22%
20%
3%
15%
17%
-
13%
17%
%
-
-
-
-
-
-
4%
3%
3%
4%
-
3%
2%
Options granted as remuneration are valued at grant date in accordance with AASB 2 Share-Based Payments.
No options previously granted as remuneration have lapsed during the year.
COMPENSATION OPTIONS: GRANTED AND VESTED DURING THE YEAR
During the fi nancial year the Company granted options over unissued ordinary shares to the following key management
personnel of the Company as part of their remuneration:
Options Vested
During the Year
Options
Granted
Grant Date
Value per
Option at
Grant Date
Exercise
Price
Vesting
Date
Last
Exercise
Date
Terms and Conditions For Each Grant
Specifi ed Executives
C Hunter (Chief Operations Offi cer)
G Lister (CFO & Company Secretary)
D Meade (Client Services Manager)
G Prior (General Manager, North America)
S Weir (General Manager, Europe)
75,000
75,000
75,000
-
-
75,000
1 July 2008
75,000
1 July 2008
75,000
1 July 2008
-
1 July 2008
40,000
1 July 2008
$0.390
$0.390
$0.390
$0.390
$0.390
$0.390
1 July 2011
1 July 2013
$0.390
1 July 2011
1 July 2013
$0.390
1 July 2011
1 July 2013
$0.390
1 July 2011
1 July 2013
$0.390
1 July 2011
1 July 2013
Total
225,000
265,000
NUMBER OF OPTIONS HELD BY KEY MANAGEMENT PERSONNEL (CONSOLIDATED)
Specifi ed Executives
C Hunter (Chief Operations Offi cer)
G Lister (CFO & Company Secretary)
D Meade (Client Services Manager)
G Prior (General Manager, North America)
S Weir (General Manager, Europe)
Balance
30 June
2008
225,000
225,000
300,000
-
-
Granted as
Remuneration
Options
Exercised
Options
Forfeited
Balance
30 June
2009
Total
Exercisable
Un-exercisable
Vested at 30 June 2009
75,000
75,000
75,000
-
40,000
-
-
75,000
-
-
-
-
-
-
-
-
300,000
75,000
300,000
75,000
300,000
75,000
-
40,000
-
-
75,000
75,000
75,000
-
-
940,000
225,000
225,000
-
-
-
-
-
-
Total
750,000
265,000
75,000
Options are not issued to Directors. Accordingly no director is the benefi cial owner of any options over unissued ordinary shares.
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VALUE OF OPTIONS GRANTED AS REMUNERATION THAT HAVE BEEN EXERCISED OR
LAPSED DURING THE FINANCIAL YEAR:
Specifi ed Executives
C Hunter
G Lister
D Meade
G Prior
S Weir
Total
Balance
1 Jul 08
20,420
20,420
27,996
-
-
68,836
Value Granted
Value Exercised
Value
Lapsed
Balance
30 Jun 09
6,836
6,836
6,836
-
3,646
24,154
-
-
7,576
-
-
7,576
-
-
-
-
-
-
27,256
27,256
27,256
-
3,646
85,414
No options have been granted as remuneration to Directors. Accordingly no options have been exercised or allowed
to lapse by Directors.
ROUNDING OF AMOUNTS
The amounts contained in the fi nancial 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.
Signed in accordance with a resolution of the Directors:
Kenneth Hansen
Director
30 September 2009
Andrew Hansen
Director
30 September 2009
An independent Victorian Partnership
ABN 27 975 255 196
AUDITOR’S INDEPENDENCE DECLARATION
To the Directors of Hansen Technologies Ltd
In relation to the independent audit for the year ended 30 June 2009, 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
S SCHONBERG
Partner
30 September 2009
PITCHER PARTNERS
Melbourne
Liability limited by a scheme approved under Professional Standards Legislation
Pitcher Partners, including Johnston Rorke, is an association of independent fi rms
Melbourne | Sydney | Perth | Adelaide | Brisbane
An independent member of Baker Tilly International
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2009 FINANCIAL
STATEMENTS AND NOTES
CONTENTS
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
ASX additional Information
19
20
21
22
24
50
51
63
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CONSOLIDATED INCOME STATEMENT
FOR YEAR ENDED 30 JUNE 2009
Note
Revenue from continuing operations
Other revenue
Total revenue
Employee expenses
Depreciation and amortisation expenses
Finance costs
Property and operating rental expenses
Contractor and consultant expenses
Software licence expenses
Hardware and software expenses
Transportation expenses
Travel expenses
Communication expenses
Legal costs
Other expenses
Profi t before income tax
Income tax expense
Profi t after income tax from continuing operations
Profi t from discontinued operations
Profi t on sale of business
Profi t after income tax from discontinued operations
Consolidated Entity
Parent Entity
4
4
5
5
5
5
2009
$’000
54,298
2,039
56,337
2008
$’000
39,084
1,531
40,615
(29,045)
(19,521)
(4,258)
(3,697)
-
(2,485)
(1,350)
(309)
(3,021)
(117)
(1,421)
(741)
(256)
(6)
(1,723)
(1,359)
(145)
(2,609)
(84)
(1,002)
(740)
(111)
(927)
5
(2,376)
(45,379)
(31,924)
10,958
(2,827)
8,131
-
-
-
8,691
(2,176)
6,515
164
8,766
8,930
6(b)
7
7
2009
$’000
-
7,810
7,810
(977)
-
-
-
(6)
-
-
-
-
-
(98)
(96)
(1,177)
6,633
(2,036)
4,597
-
-
-
2008
$’000
-
11,542
11,542
(916)
-
-
-
(310)
-
-
-
(2)
-
(61)
(99)
(1,388)
10,154
(4)
10,150
-
-
-
Profi t for the year attributable to the members of the parent
8,131
15,445
4,597
10,150
Basic earnings (cents) per share from continuing operations
Basic earnings (cents) per share from discontinued operations
Total basic earnings (cents) per share
Diluted earnings (cents) per share from continuing operations
Diluted earnings (cents) per share from discontinued operations
Total diluted earnings (cents) per share
21
21
21
21
Cents per
share
Cents per
share
5.3
-
5.3
5.3
-
5.3
4.3
5.9
10.2
4.2
5.9
10.1
This consolidated income statement is to be read in conjunction with the notes to the fi nancial statements
set out on pages 24 to 48.
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2009
Consolidated Entity
Note
Current Assets
Cash and cash equivalents
Trade receivables
Other current assets
Total Current Assets
Non-Current Assets
Trade receivables
Other fi nancial assets
Plant, equipment & leasehold improvements
Intangible assets
Deferred tax assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Current tax payable
Provisions
Unearned income
Total Current Liabilities
Non-Current Liabilities
Trade and other payables
Deferred tax liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Foreign currency translation reserve
Options granted reserve
Retained earnings (accumulated losses)
Total Equity
9
10
11
10
12
13
14
6
15
16
15
6
16
17
18(a)
18(b)
18(c)
2009
$’000
20,518
7,016
1,961
29,495
-
-
3,588
29,012
196
32,796
62,291
4,096
2,270
4,831
4,384
15,581
-
-
887
887
16,468
45,823
48,199
(501)
166
(2,041)
45,823
2008
$’000
21,871
5,576
967
28,414
145
-
3,325
19,823
-
23,293
51,707
3,403
2,244
3,218
453
9,318
-
233
170
403
9,721
41,986
47,916
(479)
137
(5,588)
41,986
Parent Entity
2009
$’000
56
3
6
65
37,521
11,000
-
-
148
48,669
48,734
303
2,131
223
-
2,657
4,257
-
-
4,257
6,914
41,820
48,199
-
166
(6,545)
41,820
2008
$’000
168
25
6
199
37,228
11,000
-
-
129
48,357
48,556
252
2,240
316
-
2,808
4,253
-
-
4,253
7,061
41,495
47,916
-
137
(6,558)
41,495
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This consolidated balance sheet is to be read in conjunction with the notes to the fi nancial statements
set out on pages 24 to 48.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2009
Note
Total Equity at the Beginning of the Year
Exchange differences on translation of foreign operations
Employee share options
Net income (loss) recognised directly in equity
Profi t 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
Share buy back
Dividends paid
Total transactions with equity holders
Total Equity at the End of the Year Attributable to Members of the Parent
18
18
17
17
17
17
17
8
Consolidated Entity
Parent Entity
2009
$’000
41,986
(22)
29
7
8,131
8,138
126
21
188
-
(52)
(4,584)
(4.301)
45,823
2008
$’000
36,226
(31)
20
(11)
15,445
15,434
130
148
641
(3,051)
-
(7,542)
(9,674)
41,986
2009
$’000
2008
$’000
41,495
40,999
-
29
29
4,597
4,626
126
21
188
-
(52)
(4,584)
(4,301)
41,820
-
20
20
10,150
10,170
130
148
641
(3,051)
-
(7,542)
(9,674)
41,495
This consolidated statement of changes in equity is to be read in conjunction with the notes to the fi nancial statements
set out on pages 24 to 48.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2009
Note
Consolidated Entity
Parent Entity
2009
$’000
2008
$’000
2009
$’000
2008
$’000
Cash fl ows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Borrowing costs
Income tax paid
Net cash provided by (used in) operating activities
Cash fl ows from investing activities
Payment for acquisition of business
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 fl ows from fi nancing activities
Proceeds from share issue
Payments for share buy back
Payment of capital return
Proceeds from options exercised
Net advances to controlled entities
Dividends paid net of dividend re-investment
Intercompany dividend
Finance and hire purchase lease payments
Net cash used in fi nancing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of the year
66,198
45,736
(51,345)
(33,520)
4
19(a)
927
-
(3,230)
12,550
19(c)
(7,465)
1,467
(6)
-
13,677
-
9,942
(2,259)
(1,694)
5,989
130
-
(3,051)
148
-
-
(1,134)
(1,003)
(9,602)
126
(52)
-
21
-
(4,396)
(6,901)
-
-
(4,301)
(1,353)
21,871
20,518
-
(79)
(9,753)
9,913
11,958
21,871
17
17
17
17
9
1,181
(1,478)
1
-
(2,165)
(2,461)
-
-
-
-
-
126
(52)
-
21
-
(4,396)
6,650
-
2,349
(112)
168
56
1,604
(1,160)
4
-
-
448
-
-
-
-
-
130
-
(3,051)
148
(563)
(6,901)
9,942
-
(295)
153
15
168
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This consolidated statement of cash fl ows is to be read in conjunction with the notes to the fi nancial statements
set out on pages 24 to 48.
NOTES TO
THE FINANCIAL
STATEMENTS
1. BASIS OF PREPARATION
This fi nancial report is a general purpose fi nancial
report that has been prepared in accordance with
Australian Accounting Standards, Interpretations and
other authoritative pronouncements of the Australian
Accounting Standards Board and the Corporations
Act 2001.
The fi nancial 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 fi nancial report was authorised for issue by the
Directors on 30 September 2009.
The following is a summary of material accounting
policies adopted by the consolidated entity in the
preparation and presentation of the fi nancial report.
The accounting policies have been consistently
applied, unless otherwise stated.
(a) Basis of preparation of the
fi nancial report
COMPLIANCE WITH IFRS
Australian Accounting Standards include Australian equivalents
of International Financial Reporting Standards. Compliance
with Australian equivalents of International Financial Reporting
Standards ensures compliance with International Financial
Reporting Standards (IFRSs).
HISTORICAL COST CONVENTION
The fi nancial report has been prepared under the historical
cost convention.
(b) Principles of consolidation
The consolidated fi nancial statements are those of the
consolidated entity, comprising the fi nancial 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 fi nancial 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 profi ts or losses have been eliminated
on consolidation.
(c) Revenue recognition
Revenue from the sale of goods is recognised when the
signifi cant risks and rewards of ownership of the goods have
passed to the buyer and the costs incurred or to be incurred in
respect of the transaction can be measured reliably. Risks and
rewards of ownership are considered passed to the buyer at the
time of delivery of the goods to the customer. Revenue from the
provision of services to customers is recognised upon delivery
of the service to the customer.
Interest revenue is recognised on a proportional basis taking
into account the interest rates applicable to the fi nancial assets.
All revenue is stated net of the amount of goods and services
tax (GST).
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(d) Cash and cash equivalents
(g) Intangibles
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 fi nancial institutions.
(e) Plant, equipment & leasehold
improvements
COST AND VALUATION
All classes of plant, equipment and leasehold improvements
are stated at cost less depreciation.
DEPRECIATION
The depreciable amounts of all fi xed assets are depreciated
on a straight-line basis over their estimated useful lives
commencing from the time the asset is held ready for use.
Leasehold improvements are depreciated over the shorter
of either the unexpired period of the lease or the estimated
useful lives of the improvements.
The useful lives for
each class of assets are:
Plant, equipment & leasehold
improvements:
2009
2008
2.5 to 12 years
2.5 to 12 years
Leased plant and equipment:
2.5 to 12 years
2.5 to 12 years
(f) Leases
Leases are classifi ed at their inception as either operating
or fi nance leases based on the economic substance of the
agreement so as to refl ect the risks and benefi ts incidental
to ownership.
The cost of improvements to or on leasehold property is
capitalised, disclosed as leasehold improvements, and
amortised over the unexpired period of the lease or the
estimated useful lives of the improvements, whichever
is the shorter.
OPERATING LEASES
Lease payments for operating leases, where substantially all
of the risks and benefi ts 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 identifi able 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.
TRADEMARK AND LICENCES
Trademark and licences are recognised at cost and are
amortised over their estimated useful lives. Trademarks and
licences are carried at cost less accumulated amortisation and
any 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 benefi ts 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 fi ve
years, during which the related benefi ts are expected to be
realised, once commercial production is commenced.
Other development expenditure is recognised as an expense
when incurred.
(h) Impairment
Assets with an indefi nite useful life are not amortised but are
tested annually for impairment in accordance with AASB 136.
Assets subject to annual depreciation or amortisation are
reviewed for impairment whenever events or circumstances
arise that indicate that the carrying amount of the asset may be
impaired. An impairment loss is recognised where the carrying
amount of the asset exceeds its recoverable amount. The
recoverable amount of an asset is defi ned as the higher of
its fair value less costs to sell and value in use.
(i) Taxes
Current income tax expense or benefi t 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 fi nancial 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 profi t or taxable profi t or loss.
Deferred tax assets are recognised for temporary differences
and unused tax losses only when it is probable that future
taxable amounts will be available to utilise those temporary
differences and losses.
Current and deferred tax balances attributable to amounts
recognised directly in equity are also recognised directly
in equity.
TAX CONSOLIDATION
The parent entity and all eligible Australian-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 a tax funding agreement whereby each company in
the group contributes to the income tax payable in proportion
to their contribution to the net profi t before tax of the tax
consolidated group.
(j) Employee benefi ts
Liabilities arising in respect of wages and salaries, annual
leave, long-service leave and any other employee benefi ts
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 benefi t liabilities
are measured at the present value of the estimated future
cash outfl ow to be made in respect of services provided by
employees up to the reportig 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 classifi es its fi nancial instruments in the following
categories: loans and receivables and other fi nancial assets. The
classifi cation depends on the purpose for which the investments
were acquired. Management determines the classifi cation of its
fi nancial 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 fi nancial 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 fi nancial 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 fi xed in the contract) are translated using the spot rate
at the end of the fi nancial year.
Resulting exchange differences arising on settlement or
re-statement are recognised as revenues and expenses
for the fi nancial year.
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GROUP COMPANIES
The fi nancial 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 actual exchange
rates or average exchange rates for the period, where
appropriate; 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.
(m) Comparatives
Where necessary, comparative information has been
reclassifi ed and repositioned for consistency with current
year disclosures.
(n) Rounding amounts
The company is of a kind referred to in ASIC Class Order CO
98/0100 and in accordance with that Class Order, amounts in
the fi nancial 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 interpretations. Issued standards that may impact include:
Business combinations
AASB 3
AASB 8
AASB 127 Consolidated and separate fi nancial statements
Operating segments
2. CRITICAL ACCOUNTING ESTIMATES
AND JUDGEMENTS
The group makes certain estimates and assumptions
concerning the future, which, by defi nition will seldom
represent actual results. The estimates and assumptions
that have a signifi cant inherent risk in respect of
estimates based on future events, which could have
a material impact on the assets and liabilities in the
next fi nancial 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. This assessment compares
the carrying book value with the recoverable amount of these
assets using value-in-use discounted cash fl ow projection
calculations based on management’s determination of budgeted
cash fl ow 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 fl ow over a fi ve year period plus a
terminal value at the end of the period. In respect of this fi scal
year a 14.5% 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 benefi ts are based on the assumption that no adverse
change will occur in the income tax legislation and the anticipation
that the company will derive suffi cient future assessable income
to enable the benefi t to be realised and comply with the conditions
of deductibility imposed by the law.
There had been signifi cant expenditure on research and
development on the HUB billing software in the 2009 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 profi ts
of the group.
3. FINANCIAL RISK MANAGEMENT
The consolidated entity is exposed to a variety of fi nancial risks comprising:
(a) Interest rate risk
(b) Credit risk
(c) Liquidity and foreign exchange risk
(d) Fair values
The Board of Directors has overall responsibility for identifying and managing operational and fi nancial risks.
(a) Interest rate risk
The consolidated entity’s exposure to interest rate risks and the effective interest rates of fi nancial assets and fi nancial liabilities,
both recognised and unrecognised at balance date, are as follows:
Financial
Instruments
2009 Financial assets
Cash
Trade and other receivables
Other assets
2009 Financial liabilities
Trade and other payables
2008 Financial assets
Cash
Trade and other receivables
Other assets
2008 Financial liabilities
Trade and other payables
Weighted average
effective interest rate
%
Note
Floating
interest
rate
$’000
1 year
or less
$’000
Over 1 to 5
years
$’000
More than
5 years
$’000
Non-
interest
bearing
$’000
Total carrying
amount as per
Balance sheet
$’000
Fixed interest maturing in
9
10
11
15
9
10
11
15
4.50%
8.17%
7.90%
8.17%
10,518
10,000
-
-
145
-
10,518
10,145
-
-
21,871
-
-
21,871
-
-
-
-
-
402
-
402
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,870
1,961
8,831
4,096
4,096
-
5,174
967
6,141
3,403
3,403
20,518
7,016
1,961
29,495
4,096
4,096
21,871
5,576
967
28,414
3,403
3,403
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(b) Credit risk exposures
(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. 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 fi nancial assets and fi nancial liabilities
approximates their carrying amounts as disclosed in the
Balance Sheet and Notes to the Financial Statements.
The maximum exposure to credit risk, excluding the value of
any collateral or other security, at balance date of recognised
fi nancial 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 fi nancial 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
fi nancial instruments entered into by the consolidated entity.
The consolidated entity minimises concentrations of
credit risk in relation to trade receivables by undertaking
transactions with a large number of customers.
Concentrations of credit risk on trade and term debtors are:
Utilities 61% (2008: 48%), Finance Sector 9% (2008: 10%),
Telecommunications 22% (2008: 33%) and Other 8%
(2008: 9%).
4. REVENUE
Note
Revenue from continuing operations
Revenue from sale of goods and services
Other income from operating activities
Management fees
Interest received
Net foreign exchange gain
Other income
Intercompany dividend
Total other revenue
Total revenue from continuing operations
Revenue from discontinued operations
Revenue from sale of goods and services
Profi t on sale of business
Total revenue from discontinued operations
Total revenue from operations
Consolidated Entity
Parent Entity
2009
$’000
2008
$’000
2009
$’000
2008
$’000
54,298
54,298
-
927
1,054
58
-
2,039
56,337
-
-
-
56,337
39,084
39,084
-
1,467
-
64
-
1,531
40,615
2,809
8,766
11,575
52,190
7
7
-
-
-
-
1,159
1,072
1
-
-
6,650
7,810
7,810
-
-
-
4
-
524
9,942
11,542
11,542
-
-
-
7,810
11,542
5. PROFIT FROM CONTINUING OPERATIONS
Note
Consolidated Entity
Parent Entity
2009
$’000
2008
$’000
2009
$’000
2008
$’000
Profi t from continuing operations before income tax has been determined after the following specifi c expenses:
Employee benefi t expenses
Wages and salaries
Superannuation costs
Share based payments
Total employee benefi ts expense
Depreciation of non-current assets
Plant, equipment & leasehold improvements
Total depreciation of non-current assets
Amortisation of non-current assets
Plant and equipment under fi nance lease
Patents, contracts and software
Research and development
Total amortisation of non-current assets
Finance costs expensed
Interest charges (reversal)
Finance charges paid or payable under fi nance leases
Total fi nance costs expensed
Property and operating rental expenses
Rental charges
Total property and operating rental expenses
Other expenses
Net foreign exchange losses
Net loss on disposal of plant and equipment
Advertising & marketing
Entertainment
Insurance charges
Outgoings, equipment & materials
Professional services
Recruitment & training
Other expenses
Capitalised R&D expenditure
Total other expenses
13
13
14
14
26,989
2,027
29
29,045
1,434
1,434
14
290
2,520
2,824
-
-
-
17,564
1,957
-
19,521
926
926
153
-
2,618
2,771
3
3
6
2,485
2,485
1,723
1,723
-
31
88
284
254
917
670
437
698
462
22
4
147
197
430
459
454
446
(1,003)
2,376
(1.694)
927
916
32
29
977
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
96
-
96
880
36
-
916
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4
-
-
-
-
95
-
99
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6. INCOME TAX
(a) The components of tax expense:
Current tax
Deferred tax
Under / (over) provision in prior year
Total income tax expense
(b) Income tax expense / (benefi t)
Consolidated Entity
Parent Entity
2009
$’000
2,992
(429)
264
2,827
2008
$’000
2,951
(678)
(26)
2,247
2009
$’000
2,033
(19)
22
2,036
Prima facie income tax expense calculated at 30% (2008:30%) on the profi t from
ordinary activities.
3,287
5,308
1,990
Tax effect of amounts which are non-deductible in calculating income tax
Non deductible share based payments
Non deductible write down of investment
Current year losses not brought to account
Losses brought forward
Other non allowable items
Under / (over) provision in prior years
Research and development allowances
Capital losses absorbed not previously brought to account
Prior year losses not brought to account
Investment allowance
Income tax expense
Comprising;-
Income tax expense for continuing operations
Income tax expense for discontinuing operations
(c) Deferred tax relates to the following:
Deferred tax liabilities
Research and development expenditure capitalised
Other income not yet assessable
Total deferred tax liabilities
Deferred tax assets
Employee benefi ts
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
9
-
15
44
984
264
(107)
-
(1,630)
(39)
2,827
2,827
-
2,827
1,499
11
1,510
1,142
2
341
17
161
43
1,706
196
-
(128)
18
-
1
(26)
(184)
(2,742)
-
-
9
-
-
-
15
22
-
-
-
-
2,247
2,036
2,176
71
2,247
1,954
-
1,954
970
4
673
4
-
70
1,721
(233)
2,036
-
2,036
-
-
-
58
87
-
-
-
3
148
148
2008
$’000
-
23
(19)
4
14
-
-
-
-
9
(19)
-
-
-
-
4
4
-
4
-
-
-
48
75
-
-
-
6
129
129
(d) Deferred tax assets not brought to account, the benefi ts of which will only be realised if the conditions for deductibility set out in Note 1 (i) occur
Capital losses
2,824
2,824
2,824
2,824
7. DISCONTINUED OPERATIONS
In August 2007 the Company sold its subsidiary Hansen Professional Services Pty Ltd, disclosed in this fi nancial report as a
discontinued operation. Financial information relating to the discontinued operation for the period to the date of disposal is set
out below. Further information is set out in Note 25 - Segment Reporting.
Financial performance information
Revenue
Expenses
Profi t before income tax
Income tax expense
Profi t 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
Profi t from discontinued operations
Period
2009
$’000
-
-
-
-
-
-
-
-
-
2008
$’000
2,809
(2,574)
235
(71)
164
8,766
-
8,766
8,930
8. DIVIDENDS ON ORDINARY SHARES
2009
A 3 cent per share fully franked fi nal dividend was declared on 28 August 2009.
The amount declared has not been recognised as a liability in the accounts of Hansen Technologies Ltd as at 30 June 2009.
Dividends provided for or paid during the year
- 1 cent per share fi nal dividend paid 17 October 2008
- 1 cent per share fi nal dividend paid 8 October 2007
- 2 cent per share interim dividend paid 26 March 2009
- 3 cent per share interim dividend paid 17 December 2007
- 1 cent per share interim dividend paid 19 March 2008
Dividend franking account
Consolidated Entity
Parent Entity
2009
$’000
1,527
-
3,057
-
-
4,584
2008
$’000
-
1,505
-
4,524
1,513
7,542
2009
$’000
1,527
-
3,057
-
-
4,584
2008
$’000
-
1,505
-
4,524
1,513
7,542
30% franking credits, on a tax paid basis, are available to shareholders
of Hansen Technologies Ltd for subsequent fi nancial years
2,591
2,240
The above available amounts are based on the balance of the dividend franking account at year-end adjusted for:
a) franking credits that will arise from the payment of any current tax liability;
b) franking debits that will arise from the payment of any dividends recognised as a liability at year-end;
c) franking credits that will arise from the receipt of any dividends recognised as receivables at year-end;
d) franking credits that the entity may be prevented from distributing in subsequent years.
The ability to utilise the franking credits is dependent upon there being suffi cient available profi ts to declare dividends.
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9. CASH AND CASH EQUIVALENTS
Current
Cash at bank and on hand
Deposits at call
10. RECEIVABLES
Current
Trade debtors
Less: Provision for impairment
Term and sundry debtors
Non-current
Term debtor
Loans to controlled entities
Consolidated Entity
Parent Entity
2009
$’000
5,121
15,397
20,518
2008
$’000
1,795
20,076
21,871
2009
$’000
56
-
56
2008
$’000
168
-
168
Consolidated Entity
Parent Entity
2009
$’000
6,588
(13)
6,575
441
7,016
-
-
-
2008
$’000
5,187
(13)
5,174
402
5,576
145
-
145
2009
$’000
2008
$’000
-
-
-
3
3
-
-
-
-
25
25
-
37,521
37,521
37,228
37,228
The weighted average effective interest rate on the term debtor is 8.165% (2008: 8.165%) at 30 June 2009.
11. OTHER CURRENT ASSETS
Consolidated Entity
Parent Entity
Current
Prepayments
Accrued revenue
12. OTHER FINANCIAL ASSETS
Non-current
Investment in controlled entity
2009
$’000
1,089
872
1,961
2008
$’000
804
163
967
2009
$’000
2008
$’000
6
-
6
Consolidated Entity
Parent Entity
2009
$’000
-
-
2008
$’000
-
-
2009
$’000
11,000
11,000
6
-
6
2008
$’000
11,000
11,000
13. PLANT, EQUIPMENT & LEASEHOLD IMPROVEMENTS
Consolidated Entity
Parent Entity
Plant, equipment & leasehold improvements, at cost
Accumulated depreciation
Plant and equipment under fi nance lease, at cost
Accumulated amortisation
Total plant, equipment & leasehold improvements
2009
$’000
16,175
2008
$’000
9,572
(12,599)
(6,273)
3,576
3,566
3,299
3,566
(3,554)
(3,540)
12
3,588
26
3,325
Reconciliations
Reconciliations of the carrying amounts of plant and equipment at the beginning and end of the current fi nancial year.
Plant, equipment & leasehold improvements
Carrying amount at 1 July 2008
Additions
Disposals
Depreciation expense
Net foreign currency movements arising from foreign operation
Carrying amount at 30 June 2009
Plant and equipment under fi nance lease
Carrying amount at 1 July 2008
Disposals
Amortisation expense
Carrying amount at 30 June 2009
3,299
1,740
(31)
(1,434)
2
3,576
26
-
(14)
12
3,976
2,259
(1,794)
(1,079)
(63)
3,299
206
(27)
(153)
26
2009
$’000
2008
$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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14. INTANGIBLES
Goodwill, patents, contracts at cost
Accumulated amortisation & impairment
Software research and development, at cost
Accumulated amortisation
Total intangible assets
Reconciliation of goodwill, patents and contracts, at cost
Opening amount
Increase due to acquisition
Closing amount
Accumulated amortisation & impairment at beginning of year
Amortisation of patents and contracts
Amortisation adjustment
Accumulated amortisation & 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
15. PAYABLES
Current
Trade payables
Other payables
Non-current
Loans to controlled entities
Consolidated Entity
Parent Entity
2009
$’000
28,928
(4,912)
24,016
23,621
(18,625)
4,996
29,012
17,935
10,993
28,928
(4,625)
(290)
3
(4,912)
22,618
1,003
23,621
(16,105)
(2,520)
(18,625)
2008
$’000
17,935
(4,625)
13,310
22,618
(16,105)
6,513
19,823
18,479
(544)
17,935
(4,693)
-
68
(4,625)
20,924
1,694
22,618
(13,487)
(2,618)
(16,105)
2009
$’000
2008
$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Consolidated Entity
Parent Entity
2009
$’000
863
3,233
4,096
-
-
2008
$’000
1,200
2,203
3,403
-
-
2009
$’000
-
303
303
4,257
4,257
2008
$’000
3
249
252
4,253
4,253
16. PROVISIONS
Current
Employee benefi ts
Onerous lease*
Other
Non-current
Employee benefi ts
Onerous lease*
(a) Aggregate employee benefi ts liability
(b) Number of employees at year end
Reconciliations
Consolidated Entity
Parent Entity
2009
$’000
4,101
523
207
4,831
248
639
887
4,349
296
2008
$’000
3,063
-
155
3,218
170
-
170
3,233
194
Reconciliations of the carrying amounts of each class of provision, except for the employee benefi ts provision, are set out below:
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
Other - current
Carrying amount at beginning of year
Net provisions (payments) made during the year
Carrying amount at end of year
-
523
-
523
-
639
-
639
155
52
207
147
-
(147)
-
284
-
(284)
-
4
151
155
* The onerous lease arose upon the acquisition of the Peace Software business due to vacant offi ce space not being fully utilised.
2009
$’000
2008
$’000
194
-
29
223
-
-
-
194
1
-
-
-
-
-
-
-
-
155
(126)
29
161
-
155
316
-
-
-
161
1
-
-
-
-
-
-
-
-
4
151
155
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17. CONTRIBUTED EQUITY
a) Issued and paid-up capital
Ordinary shares, fully paid
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Consolidated Entity
Parent Entity
2009
$’000
2008
$’000
2009
$’000
2008
$’000
48,199
47,916
48,199
47,916
Parent Entity
Parent Entity
2009
Number of Shares
2009
$’000
2008
Number of Shares
2008
$’000
b) Movements in shares on issue
Balance at beginning of the fi nancial year
152,654,389
47,916
149,771,455
50,048
Shares issued under Dividend Reinvestment Plan
Shares issued under Employee Share Plan
Options exercised
Capital Reduction *
Share Buy Back
580,530
359,982
115,000
-
(134,307)
188
126
21
-
(52)
1,746,924
361,010
775,000
-
-
Balance at end of the fi nancial year
153,575,594
48,199
152,654,389
641
130
148
(3,051)
-
47,916
* In accordance with a resolution of shareholders the Company’s contributed equity (issued and paid up share capital) was reduced by a 2 cent per share capital
return paid to shareholders on 27 June 2008.
c) Share 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 companies.
The Employee Share Option Plan (“the Plan”) was approved
by shareholders at the Company’s annual general meeting
on 9 November 2001.
The maximum number of options on issue under the Plan must
not at any time exceed 7.5% of the total number of ordinary
shares on issue at that time.
The Board may issue options under the Plan to any employee
of the Company and its subsidiaries, including Executive
Directors and Non-Executive Directors.
Options will be issued free of charge, unless the Board
determines otherwise. Each option is to subscribe for one
ordinary share and, when issued, the shares will rank equally
with other shares. The options are not transferable. Quotation
of the options on the ASX will not be sought but the Company
will apply to the ASX for offi cial quotation of shares issued on
the exercise of options. Options may be granted subject to
conditions specifi ed by the Board which must be satisfi ed
before the option can be exercised.
Unless the terms on which an option was offered specifi ed
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 fi ve years after the date
upon which it was granted. The Directors have the discretion to
vary the terms of the options as deemed appropriate.
The exercise price per share for an option will be the amount
determined by the Board at the time of the grant of the option.
There are no voting rights or dividend rights attached to the
options prior to the options being exercised.
Option holders will not be entitled to participate in any new issue
of securities in the Company unless they exercise their options
prior to the record date for the determination of entitlements to
the new issue.
If the Company makes a bonus issue of securities to ordinary
shareholders, each unexercised option will, on exercise, entitle
its holder to receive the bonus securities as if the option had
been exercised before the record date for the bonus issue.
If the Company makes a pro-rata rights issue of ordinary
shares for cash to its ordinary shareholders, the exercise price
of unexercised options may be adjusted to refl ect 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.
Since the end of the fi nancial year 610,000 (2008:540,000)
options have been granted under this scheme.
Options issued and not yet exercised at 30 June.
Grant Date
Exercise Date
Consolidated and Company 2009
Expiry
Date
Exercise
Price
No. of options
at beg of year
Options
Granted
Options
Exercised or
Lapsed
No. of options
at end of year
Issued
Vested
1 July 2004
1 July 2005
1 July 2006
1 July 2007
1 July 2009
1 July 2008
1 July 2010
1 July 2009
1 July 2011
1 November 2006
1 Nov 2009
1 Nov 2011
1 July 2007
1 July 2008
TOTAL
1 July 2010
1 July 2012
1 July 2011
1 July 2013
$0.18
$0.26
$0.11
$0.11
$0.265
$0.39
115,000
305,000
265,000
75,000
440,000
-
-
-
-
-
-
540,000
115,000
-
-
-
-
-
-
305,000
265,000
75,000
440,000
540,000
-
305,000
-
-
-
-
1,200,000
540,000
115,000
1,625,000
305,000
Grant Date
Exercise Date
Consolidated and Company 2008
Expiry
Date
Exercise
Price
No. of options
at beg of year
Options
Granted
Options
Exercised or
Lapsed
No. of options
at end of year
Issued
Vested
1 July 2003
1 July 2004
1 July 2005
1 July 2006
1 July 2006
1 July 2008
1 July 2007
1 July 2009
1 July 2008
1 July 2010
1 July 2009
1 July 2011
1 November 2006
1 Nov 2009
1 Nov 2011
$0.17
$0.18
$0.26
$0.11
$0.11
510,000
380,000
380,000
305,000
75,000
-
-
-
-
-
510,000
265,000
75,000
40,000
-
-
115,000
305,000
265,000
75,000
1 July 2010
1 July 2012
$0.265
-
500,000
60,000
440,000
-
115,000
-
-
-
-
1,650,000
500,000
950,000
1,200,000
115,000
1 July 2007
TOTAL
EMPLOYEE SHARE PLAN
The Employee Share Plan (“ESP”) was approved by
shareholders at the Company’s annual general meeting
on 9 November 2001.
To qualify, employees must be full-time or permanent
part-time employees of the Company or any subsidiary
of the Company.
The ESP is available to all eligible employees to acquire
ordinary shares in the Company.
Shares issued under the ESP will rank equally in all respects
with all existing shares from the date of allotment.
Shares to be issued or transferred under the ESP will be
valued at the volume weighted average share price of shares
traded on the ASX in the ordinary course of trading during
the fi ve business days immediately preceding the day the
shares are issued or transferred to qualifying employees
or participants.
The Board has a discretion as to how the shares are to be
issued or transferred to participants. Such shares may be
acquired on or off market or the Company may allot shares,
or they may be obtained by any combination of the foregoing.
On application, employees pay no application monies. The
amount of the consideration to be provided by qualifying
employees to acquire the shares can be foregone from
future remuneration (before tax).
A participant must not sell, transfer or otherwise dispose of
any shares issued or transferred to the participant under the
ESP until the earlier of:
(a) the end of the period of three years (or, if a longer period
is specifi ed by the Board in the offer, the end of that
period) commencing on the date of the issue or transfer
of the shares to the participant; and
(b) the date on which the participant is no longer employed
by the Company or a related body corporate of
the Company.
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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
The consideration for the shares issued in 2009 was 35c (2008: 36c)
Consolidated Entity
2009
No of Shares
1,212,049
359,982
(646,661)
925,370
2008
No of Shares
1,355,715
361,010
(504,676)
1,212,049
The amounts recognised in the fi nancial statements of the consolidated entity and the Company in relation to
the ESP during the year were:
2008
$’000
33
130
2008
$’000
-
137
Current receivables
Issued ordinary share capital
Consolidated Entity
Parent Entity
2009
$’000
32
126
2008
$’000
33
130
2009
$’000
32
126
The market value of ordinary Hansen Technologies Ltd shares closed at $0.42 on 30 June 2009 ($0.39 on 30 June 2008).
18. RESERVES AND RETAINED EARNINGS
Consolidated Entity
Parent Entity
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 profi t attributable to members of Hansen Technologies Ltd
Balance at end of year
Note
18 (a)
18 (b)
18 (c)
2009
$’000
(501)
166
(2,041)
(479)
(22)
(501)
137
29
166
(5,588)
(4,584)
8,131
(2,041)
2008
$’000
(479)
137
2009
$’000
-
166
(5,588)
(6,545)
(6,558)
(448)
(31)
(479)
117
20
137
(13,491)
(7,542)
15,445
(5,588)
-
-
-
137
29
166
(6,558)
(4,584)
4,597
(6,545)
-
-
-
117
20
137
(9,166)
(7,542)
10,150
(6,558)
19. CASH FLOW INFORMATION
(a) Reconciliation of the net profi t / (loss) after tax to net cash fl ows from operations
Net profi t from ordinary activities after income tax
8,131
15,445
4,597
10,150
Consolidated Entity
Parent Entity
2009
$’000
2008
$’000
2009
$’000
2008
$’000
Add / (less) items classifi ed as investing / fi nancing activities:
(Profi t) / loss on sale of non-current assets
Proceeds from sale of business
Intercompany dividend
Add / (less) non cash items:
Amortisation and depreciation
Transfer of tax losses within tax consolidation group
30
-
-
4,258
-
22
(8,766)
-
-
-
-
-
(6,650)
(9,942)
3,849
-
-
(290)
Net cash (used in) / provided by operating activities before change in assets and liabilities
12,419
10,550
(2,343)
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 prepayments
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 income tax payable
Increase / (decrease) in reserves
4,146
(750)
(285)
(5,970)
2.245
3,930
(2,790)
26
(455)
26
8
96
334
-
(476)
524
-
416
-
2,247
-
(14)
-
22
-
4
(79)
-
33
(19)
-
(109)
30
Net cash (used in) / provided by operating activities
12,550
13,677
(2,461)
-
(4,021)
(3,813)
-
7
-
(7)
51
-
166
1,802
2,222
-
20
448
(b) Reconciliation of cash
Cash at bank
20,518
21,871
56
168
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(c) Business combinations
i) The company acquired 100% of the share capital of Peace Software, with the effective date being 17 October 2008.
Consideration
Cash Paid
Professional Fees
Total Cash Paid
Shares Issued as Consideration
Total Acquisition Cost
Less cash acquired
Payment for acquisition of business
Net Assets Acquired
Assets
Cash
Trade and other receivables
Plant & equipment
Total Assets Acquired
Liabilities
Trade and other payables
Provisions
Total Liabilities Acquired
Net Assets Acquired
Total Acquisition Cost adjusted for Net Assets Acquired
Tradename
Customer relationships & patented technology
Goodwill
Net Intangibles
Consolidated Entity
2009
$’000
8,317
417
8,734
-
8,734
(1,269)
7,465
2008
$’000
-
-
-
-
-
-
-
Fair Value
$’000
Carrying Amount on Acquisition
$’000
1,269
5,401
937
7,607
5,633
2,577
8,210
(603)
1,269
5,401
610
7,280
5,633
3,906
9,539
(2,259)
10,993
717
1,794
8,482
10,993
Goodwill arose on the acquisition of Peace Software due to the difference between the consideration paid for the business and
the net assets acquired, less intangibles in the form of tradenames, customer relationships and patented technology.
ii) Profi t of Peace Software included in consolidated profi t of the group since the acquisition date of 17 October 2008.
Profi t after income tax
Period
2009
$’000
2,374
2008
$’000
-
iii) Results of combined entity for the period as though the acquisition date for the acquisition of Peace Software
occurred at 1 July 2008.
It is impracticable to disclose this fact as Peace Software operated on a calendar year basis and therefore audited fi gures are
not available as the basis for reliable estimates to be made.
20. COMMITMENTS AND CONTINGENCIES
Lease expenditure commitments
Operating leases (non-cancellable):
Not later than one year
Later than one year and not later than fi ve years
Later than fi ve years
Aggregate lease expenditure contracted for at reporting date
OPERATING LEASES (NON-CANCELLABLE)
Consolidated Entity
Parent Entity
2009
$’000
2,306
5,194
499
7,999
2008
$’000
810
3,659
665
5,134
2009
$’000
2008
$’000
-
-
-
-
-
-
-
-
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.
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21. EARNINGS PER SHARE
Reconciliation of earnings used in calculating earnings per share:
Basic earnings - ordinary shares
Diluted earnings - ordinary shares
Consolidated Entity
Parent Entity
2009
$’000
8,131
8,131
2008
$’000
15,445
15,445
2009
$’000
-
-
2008
$’000
-
-
2009
Number
of Shares
2008
Number
of Shares
Weighted average number of ordinary shares used in calculating basic earnings per share:
Number for basic earnings per share - ordinary shares
152,973,482
151,121,576
Number for diluted earnings per share - ordinary shares
154,597,002
152,320,374
Basic earnings (cents) per share from continuing operations
Basic earnings (cents) per share from discontinued operations
Total basic earnings (cents) per share
Diluted earnings (cents) per share from continuing operations
Diluted earnings (cents) per share from discontinued operations
Total diluted earnings (cents) per share
Cents per Share
Cents per Share
5.3
-
5.3
5.3
-
5.3
4.3
5.9
10.2
4.2
5.9
10.1
CLASSIFICATION OF SECURITIES AS POTENTIAL ORDINARY SHARES
The securities that have been classifi ed as potential ordinary shares and included in diluted earnings per share only,
are options outstanding under the Employee Share Option Plan.
22. DIRECTORS’ AND EXECUTIVES’ EQUITY HOLDINGS
a) Compensation Options: Granted and vested during the year:
During the fi nancial year the Company granted options over unissued ordinary shares to the following fi ve key management
personnel of the Company as part of their remuneration:
Specifi ed Executives
C Hunter (Chief Operations Offi cer)
G Lister (CFO & Company Secretary)
D Meade (Client Services Manager)
G Prior (General Manager, North America)
S Weir (General Manager, Europe)
Vested
Number
Granted
Number
Grant Date
Value per
Option at
Grant Date
Exercise
Price
First Exercise
Date
Last
Exercise
Date
Terms & Conditions for each Grant
75,000
75,000
75,000
-
-
75,000
1 July 2008
75,000
1 July 2008
75,000
1 July 2008
-
1 July 2008
40,000
1 July 2008
$0.390
$0.390
$0.390
$0.390
$0.390
$0.390
$0.390
$0.390
$0.390
$0.390
1 July 2011
1 July 2013
1 July 2011
1 July 2013
1 July 2011
1 July 2013
1 July 2011
1 July 2013
1 July 2011
1 July 2013
Total
225,000
265,000
b) Number of options held by Key Management Personnel:
Balance
30-Jun-08
Granted as
Remuneration
Options
Exercised
Options
Forfeited
Balance
30-Jun-09
Total
Exercisable Unexercisable
Vested at 30 June 2009
Specifi ed Executives
C Hunter (Chief Operations Offi cer)
G Lister (CFO & Company Secretary)
D Meade (Client Services Manager)
G Prior (General Manager, North America)
S Weir (General Manager, Europe)
225,000
225,000
300,000
-
-
75,000
75,000
75,000
-
40,000
-
-
75,000
-
-
Total
750,000
265,000
75,000
-
-
-
-
-
-
300,000
75,000
300,000
75,000
300,000
75,000
-
40,000
-
-
75,000
75,000
75,000
-
-
940,000
225,000
225,000
-
-
-
-
-
-
Options are not issued to Directors. Accordingly no director is the benefi cial owner of any options over unissued ordinary shares.
NOTE:
Any options not exercised are forfeited if not exercised within 28 days of termination of employment.
Share based payments 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 52%,
continuously compounding risk free interest rate of 5.58%,
probability factor for the likelihood of the options being exercising based on historical trends of 64%, and
comparison on the issue price of ($0.39 cents per share) with the market price on day of issue ($0.39 cents per share),
weighted average fair value for the options issued as at grant date of $0.091 cents per option.
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c) Number of shares held by Key Management Personnel:
Balance
30-Jun-08
Received as
Remuneration
Options
Exercised
Net Change
Other
Balance
30-Jun-09
Specifi ed Directors
K Hansen (Chairman)
A Hansen (MD & CEO)
B Adams
D Osborne
P James
Specifi ed Executives
C Hunter (Chief Operations Offi cer)
G Lister (CFO & Company Secretary)
D Meade (Client Services Manager)
G Prior (General Manager, North America)
S Weir (General Manager, Europe)
23. AUDITOR’S REMUNERATION
93,934,680
11,546,174
215,520
245,096
-
250,525
907,092
81,777
-
-
107,180,864
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
64,905
93,999,585
-
-
23,225
-
26,595
2,857
11,546,174
215,520
268,321
-
277,120
909,949
77,777
-
-
75,000
(79,000)
-
-
-
-
75,000
38,582
107,294,446
Consolidated Entity
Parent Entity
2009
$’000
2008
$’000
2009
$’000
2008
$’000
Audit services:
Amounts received or due and receivable by the auditors of the company for:
Australia
- an audit and review of the fi nancial report of the entity and any other entity in the consolidated entity
205
169
Overseas Firms
- audit and review of fi nancial reports
Other fi nancial services:
Australia
- tax related services
- advisory services
Overseas Firms
- tax related services
- advisory services
Total auditor’s remuneration
139
344
43
18
61
20
18
38
99
443
34
203
103
38
141
21
7
28
169
372
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
24. RELATED PARTY DISCLOSURES
a) The consolidated fi nancial statements include the fi nancial statements of Hansen Technologies Ltd
and its controlled entities listed below:
Name
Parent entity
Hansen Technologies Ltd
Subsidiaries of Hansen Technologies Ltd
Hansen Corporation Pty Ltd
Hansen Research & Development Pty Ltd
Hansen Corporation Investments Pty Ltd
Hansen Holdings (Asia) Pty Ltd
Hansen Corporation Limited
Hansen Corporation Europe Limited
Hansen Datatrue Limited
Hansen Corporation USA Limited
Hansen North America, Inc.
Hansen Corporation Asia Limited
Hansen New Zealand Limited
Peace Software New Zealand Limited
Peace Software Australia Limited
Peace Software Australia Pty Ltd
Peace Software North America Limited
Peace Software Inc
Peace Software Canada Inc
Peace Software Europe Limited
Note
Country of Incorporation
Ordinary share consolidated entity interest
2009
%
2008
%
Australia
Australia
Australia
Australia
Australia
New Zealand
United Kingdom
United Kingdom
United States of America
United States of America
Hong Kong
New Zealand
New Zealand
New Zealand
Australia
New Zealand
United States of America
Canada
New Zealand
(i)
(ii)
(ii)
(ii)
(ii)
(ii)
(ii)
(ii)
(ii)
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
-
-
-
-
-
-
-
Notes: (i) This entity has been deregistered. (ii) Entities acquired 17 October 2008.
b) The following provides the total amount of
transactions that were entered into with related
parties for the relevant fi nancial year:
Transactions with key management personnel of the entity
or its parent and their personally related entities.
K Hansen and A Hansen -
Lease Rental Payments
Consolidated Entity
Parent Entity
2009
$
2008
$
2009
$
2008
$
794,616
805,678
-
-
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.
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 arms length basis. Total lease rental payments
made to these Director-related entities for the year ended
30 June 2009 were $134,777 and $659,839 respectively
(2008: $134,898 and $670,780 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.
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 superannuation
administration and other non-core products.
DISCONTINUED OPERATIONS:
Effective 31 August 2007 the Company sold its NSW outsourcing
services subsidiary Hansen Professional Services Pty Ltd.
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
NORTH AMERICA:
Sales and services throughout North America
EUROPE:
Sales and services throughout Europe
OTHER:
Sales and services throughout Asia and New Zealand
Business Segments
Revenue
Billing
IT Outsourcing
Other
Total Continuing
Operation
Discontinued
Operations
Consolidated
2009
$’000
2008
$’000
2009
$’000
2008
$’000
2009
$’000
2008
$’000
2009
$’000
2008
$’000
2009
$’000
2008
$’000
2009
$’000
2008
$’000
External segment revenue
42,018
28,130
6,844
6,393
5,436
4,561
54,298
39,084
Other unallocated revenue
Total Revenue
Result
Segment result
Unallocated corporate expenses
Profi t from ordinary activities
before income tax
Income tax expense
Net profi t
2,039
1,531
56,337
40,615
10,397
9,687
3,157
2,555
2,456
1,791
16,010
14,033
(5,052)
(5,342)
10,958
8,691
(2,827)
(2,176)
8,131
6,515
Depreciation and amortisation
3,800
3,202
25
51
94
172
3,919
3,425
Depreciation and amortisation -
unallocated
339
272
4,258
3,697
Segment result is inclusive of some individually signifi cant items
Individually signifi cant segment items
Profi t on sale of subsidiary
-
-
-
-
-
-
-
-
Assets
Segment assets
Unallocated corporate assets
Consolidated total assets
Liabilities
33,089
16,801
1,380
1,325
1,282
1,090
35,751
19,216
26,540
32,491
62,291
51,707
Segment liabilities
13,195
6,945
1,056
976
862
721
15,113
8,642
Unallocated corporate liabilities
Consolidated total liabilities
1,355
1,079
16,468
9,721
Acquisition of non-current assets
285
357
3
44
923
1,851
1,211
2,252
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,809
54,298
41,893
8,766
2,039
10,297
11,575
56,337
52,190
9,001
16,010
23,034
-
(5,052)
(5,342)
9,001
10,958
17,692
(71)
(2,827)
(2,247)
8,930
8,131
15,445
152
3,919
3,577
-
339
272
152
4,258
3,849
8,766
-
8,766
-
-
-
-
-
-
7
35,751
19,216
26,540
32,491
62,291
51,707
15,113
8,642
1,355
1,079
16,468
9,721
1,211
2,259
Geographical Segments
External segment revenue by location of
customers
Australia
North America
Europe
Other
Consolidated
2009
$’000
2008
$’000
2009
$’000
2008
$’000
2009
$’000
2008
$’000
2009
$’000
2008
$’000
2009
$’000
2008
$’000
32,361
27,761
10,797
1,211
9,512
11,149
1,628
1,772
54,298
41,893
Segment assets by location of assets
42,095
47,472
3,828
Acquisition of capital expenditure
1,093
2,053
10
56
-
3,721
4,034
12,647
145
62,291
51,707
21
206
87
-
1,211
2,259
26. SUBSEQUENT EVENTS
Subsequent to balance date a mediation occurred in an endeavour to resolve a contractual dispute in respect to one software
implementation. The mediation was unsuccessful and Hansen has served a notice of termination. Appropriate actions to pursue
resolution of the contractual dispute are expected to ensue in due course. At the date of this report there have been no further
developments.
There has been no other matter or circumstance which has arisen since 30 June 2009 that has, or may, signifi cantly affect:
(a) the operations, in fi nancial years subsequent to 30 June 2009, of the consolidated entity, or
(b) the results of those operations, or
(c) the state of affairs, in fi nancial years subsequent to 30 June 2009, of the consolidated entity.
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DIRECTORS’
DECLARATION
The Directors declare that the fi nancial statements and
notes set out on pages 19 to 48 in accordance with the
Corporations Act 2001:
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.
(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 fi nancial position of the
company and the consolidated entity as at 30 June 2009
and of their performance as represented by the results
of their operations, changes in equity and their cash
fl ows, for the year ended on that date.
This declaration has been made after receiving the
declarations required to be made by the Chief Executive
Offi cer and Chief Financial Offi cer to the Directors in
accordance with sections 295A of the Corporations
Act 2001 for the fi nancial year ending 30 June 2009.
This declaration is made in accordance with a resolution
of the Directors.
Kenneth Hansen
Director
30 September 2009
Andrew Hansen
Director
30 September 2009
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An independent Victorian Partnership
ABN 27 975 255 196
INDEPENDENT AUDITOR’S REPORT
To the Members of Hansen Technologies Limited
We have audited the accompanying fi nancial report of Hansen Technologies Ltd and controlled entities. The fi nancial report
comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and cash fl ow
statement for the year ended on that date, a summary of signifi cant 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 fi nancial year.
DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL REPORT
The Directors of the company are responsible for the preparation and fair presentation of the fi nancial 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 fi nancial 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 of International Financial Reporting Standards ensures that the fi nancial
report, comprising the fi nancial statements and notes, complies with International Financial Reporting Standards.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on the fi nancial 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 fi nancial report is free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial report.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement
of the fi nancial 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 fi nancial 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 fi nancial report.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
INDEPENDENCE
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
AUDITOR’S OPINION
In our opinion,
(a)
the fi nancial report of Hansen Technologies Ltd is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s and consolidated entity’s fi nancial position as at 30 June 2009
and of their 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 fi nancial report also complies with International Financial Reporting Standards
as disclosed in Note 1.
REPORT ON THE REMUNERATION REPORT
We have audited the Remuneration Report included in pages 12 to 15 of the Directors’ report for the year ended 30 June 2009.
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.
AUDITOR’S OPINION
In our opinion the Remuneration Report of Hansen Technologies Ltd and controlled entities for the year ended 30 June 2009,
complies with section 300A of the Corporations Act 2001.
S SCHONBERG
Partner
30 September 2009
PITCHER PARTNERS
Melbourne
Liability limited by a scheme approved under Professional Standards Legislation
Pitcher Partners, including Johnston Rorke, is an association of independent fi rms
Melbourne | Sydney | Perth | Adelaide | Brisbane
An independent member of Baker Tilly International
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52
CORPORATE
GOVERNANCE
The Corporate Governance principles
and related Charters and Policies for
the management and operation of
the Hansen Group of companies are
available for review on the corporate
website: www.hsntech.com.
The Board
Ethics and Responsibilities
Risk Management
Remuneration
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APPROACH TO GOVERNANCE
The Hansen Corporate Governance principles provide
direction to the business to help meet our responsibilities
to shareholders, customers, employees and community.
In relation to Corporate Governance, the Board aims to:
Embrace best practice in Corporate Governance
Remain mindful of operating practices in the
international jurisdictions in which we operate
Recognise and comply with the principles of the
ASX Corporate Governance Council
Ensure Directors, Executives, Management, and staff
are cognisant of the Hansen Governance principles.
1. THE BOARD
The primary role of the Board of Directors is to provide
effective governance over the performance and affairs
of the Hansen Technologies Group. 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.
DUTIES AND RESPONSIBILITIES
The specifi c functions established and reserved
for the Board are:
Providing strategic direction and approving corporate
strategies.
Selecting and appointing the Chief Executive, determining
conditions of service and monitoring performance against
established objectives. If necessary removing the CEO
from offi ce.
Monitoring fi nancial performance against budgeted
objectives.
Ensuring adequate risk management controls and reporting
mechanisms are maintained.
Approving and monitoring progress of major capital
expenditure, capital management, acquisitions and
divestments.
Ensuring that continuous disclosure requirements are met.
Ensuring responsible corporate governance is understood
and observed at Management, Executive, and Board level.
The Board shall have full and free access to Executives and
other employees of the Group.
Collectively or individually, the Board may take independent
advice considered necessary to fulfi l their relevant duties
and responsibilities at the Group’s expense. Individual Board
members seeking such advice must obtain the approval of
the Chairman, which will not be unreasonably withheld,
and the advice will be made available to all Board members
as appropriate.
DELEGATION OF RESPONSIBILITY
The Board has delegated to the Chief Executive Offi cer the
authority and responsibility for implementing the Group’s
strategic direction and overseeing the everyday affairs of
the Hansen Group. The Chief Executive Offi cer’s specifi c
responsibilities include ensuring business activities are in
accordance with the Group’s overall business strategy, ensuring
the Group conducts its affairs within the law and the principles
outlined in Hansen’s Corporate Governance policies, keeping
the Board informed of all major developments and approving
expenditure and setting remuneration levels of personnel within
the normal course of business. The Chief Executive consults with
the Chairman of the Board and respective Committees on matters
that are sensitive, extraordinary or of a strategic nature. Through
the Chief Executive Offi cer, the Board has delegated authority
and responsibility to other Executives and Management for
their respective business functions.
Where potential for confl ict is identifi ed the Board appoints a
Sub-Committee specifi cally structured, authorised and tasked
to determine the appropriate actions or responses so as to
eliminate any potential for confl icts.
PERFORMANCE
Board members may periodically review and evaluate the
Board’s performance and that of the Board Committees.
Given the limited size of the Board and its Committees an
annual formal review is not deemed warranted. However
there is an ongoing and constant provision for each Director
to contribute judgements and observations at any time.
The performance evaluation process is as follows:
Each Director, as they see fi t, will periodically evaluate the
effectiveness of the Board and its Committees and submit
observations to the Chairman.
The Chairman of the Board will make a presentation
incorporating his assessment of such observations to
enable the Board to assess and, if necessary, take action.
The Board will agree and develop actions that may be
required to improve performance.
Outcomes and actions will be minuted.
The Chairman will assess the progress of the actions to
be achieved.
This process aims to ensure that individual Directors have
an unlimited opportunity to assess and comment on the
performance of the Board and its Committees with the objective
of enhancing the Board’s effectiveness in achieving its duties
and responsibilities.
Periodically the Chairman may propose a formal performance
evaluation review and he may commission a third party to assist
in such a review if deemed desirable. No such formal review
was conducted during this reporting period.
MEETINGS
The Board will meet as often as deemed necessary by the
Directors in order to fulfi l their duties and responsibilities
as Directors, and as dictated by the needs of the business.
As a matter of practice the Board schedules to meet once
each month.
COMPOSITION
The Board determines the Board’s size and composition,
subject to limits imposed by the Group’s Constitution.
The Constitution determines the basis for the election and
appointment of Directors and specifi es a minimum of three
Directors and a maximum of ten. Currently, the Board
comprises the Chairman, Kenneth Hansen, three other
Non-Executive Directors, and one Executive Director, the
CEO Andrew Hansen. The skills, tenure of offi ce, experience
and expertise relevant to the position of Director held by each
Director is detailed in the Annual Report.
INDEPENDENCE
The Board’s defi nition of an independent Director is one
who is unaffi liated with the Executive and free from any
business, signifi cant shareholding, or other relationship that
could materially interfere with the exercise of independent
judgement. The Board currently has two independent
Directors, Bruce Adams and Phillip James.
The Chairman of the Board, Kenneth Hansen, is the original
founder of the company and currently its majority shareholder.
As a result he is not considered an independent Director.
His background in computer services, outsourcing and software
development offer a depth of experience and skills that are
important for the position of Chairman. Given the specialist
nature and industry specifi c focus of Hansen’s business an
independent Chairman is not regarded as necessary at
this time.
Whilst the current Board is not composed of a majority of
independent Directors, when considering the Group’s level
of operations and the experience of the current Directors, the
Board is satisfi ed with the current composition. However, as it is
an objective of the Board to strive for a majority of independent
Directors the Board will continue to seek new Directors that
possess relevant skills and experience specifi c to the industries
in which our company operates.
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COMMITTEES
Purpose
To assist it in carrying out its responsibilities, the Board
has established two standing Committees comprising some
or all of its members: the Audit Committee, and the
Remuneration Committee.
Considering the level of operations of the Group and the
current number of Board members, the appointment of a
formal Nominations Committee is not deemed necessary.
Nominations for positions on the Board are considered during
a meeting with all Board members present.
Other Committees of the Board may be established to
undertake specifi c tasks if deemed appropriate.
AUDIT COMMITTEE
Membership
The Audit Committee was formed in May 2000. The
members are appointed by the Board of Directors and shall
preferably comprise three Directors that have diverse and
complementary backgrounds with a majority of independent
members. The Committee Chairman shall be independent,
possess leadership experience and a sound fi nance or
business background. All Committee members must be
fi nancially literate. Such qualifi cation is interpreted by the
Board in its business judgement. Furthermore, at least
one member shall have accounting or related fi nancial
management expertise.
The members of the Committee as at 30 June 2009 were
Non-Executive Directors, David Osborne, Phillip James,
and the Chairman of the Committee Bruce Adams. Both the
Chairman of the Committee, Bruce Adams and Phillip James
are considered independent members of the Committee.
The skills, tenure of offi ce, experience and expertise relevant
to the positions of the members of the Audit Committee is
detailed in the Annual Report.
Meetings
The Committee shall meet as required, but no less than twice
each year. The purpose of these meetings shall be to:
Review and approve the half-year fi nancial report.
Review and approve the annual fi nancial report.
Review the external audit reports.
Perform the general responsibilities of the Committee.
The Audit Committee met three times throughout the year
ended 30 June 2009 and all members of the Audit Committee
at the time were present at all meetings.
The Audit Committee shall provide assistance to the Board
of Directors in fulfi lling its Corporate Governance and
oversight responsibilities in relation to the Group’s fi nancial
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 the Hansen Executive team. 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. The Committee
has 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 signifi cant risks faced by the Group
in the current economic environment.
Financial Reporting
The primary responsibility of the Audit Committee is to
oversee the Group’s fi nancial reporting process on behalf
of the Board and report the results of its activities to the
Board. The external auditors are responsible for auditing
the Group’s fi nancial reports and for reviewing the Group’s
interim fi nancial reports. The Board of Directors is ultimately
responsible for the Group’s fi nancial reports including the
appropriateness of the accounting policies and principles that
are used by the Group.
The Committee, in carrying out its responsibilities, believes
its policies and procedures should remain fl exible, in order
to best react to changing conditions and circumstances. The
Committee will take appropriate actions to guide corporate
philosophies for quality fi nancial reporting, sound business
risk practices, and ethical behaviour.
Scope of External Audit
The Committee shall discuss with the external auditors the
overall scope of the external audit, including identifi ed 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.
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. 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.
Furthermore, the Committee shall include in the Group’s
annual report a statement that the Committee is satisfi ed the
provision of non-audit services has not impacted the external
auditors independence.
REMUNERATION COMMITTEE
Membership
The Remuneration Committee currently consists of three
Non–Executive Directors, David Osborne, Phillip James,
and the Chairman Bruce Adams. Both the Chairman of the
Committee, Bruce Adams and Phillip James are considered
independent members of the Committee.
Meetings
The Committee will meet at least annually to assess annual
remuneration changes, and will hold additional meetings
where required. A performance evaluation of the CEO and
Senior Executives was undertaken during the reporting
period in accordance with this Remuneration Policy. The
Remuneration Committee met one time during the fi nancial
year and all members of the Remuneration Committee at
the time were present.
Assessment of Accounting, Financial
and Internal Controls
The Committee shall discuss with the Senior Executives
and the external auditors, the adequacy and effectiveness
of the accounting and fi nancial controls, including the Group’s
policies and procedures to assess, monitor, and manage
business risk, as well as legal and ethical compliance
programs (including the Group’s Code of Conduct). The
Committee shall receive periodic reports from the external
auditor on the critical policies and practices of the Group
as well as compliance with generally accepted
accounting principles.
Any opinion obtained from the external auditors on the
Group’s choice of accounting policies or methods should
include an opinion on both appropriateness and acceptability
of that choice or method. Periodically, the Committee shall
meet separately with the Senior Executive 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
suffi cient opportunity for the external auditors to meet
privately with the members of the Committee. The Committee
shall review with the external auditor any audit observations
and the Senior Executive’s responses.
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 ratifi cation), remuneration,
monitoring of the effectiveness, and independence of the
external auditors, including resolution of disagreements
between the Senior Executives and the auditors regarding
fi nancial reporting. The Committee shall approve all audit
and non-audit services provided by the external auditors and
shall not engage the external auditors to perform any non-
audit or assurance services that may 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 meet and
discuss with the external auditors:
Any material issues raised by any control review, or peer
review, of the audit fi rm, or by any inquiry or investigation
by governmental or professional authorities, respecting
one or more independent audits carried out by the fi rm,
and any steps taken to deal with any such issues.
All relationships between the external auditor and the
Group (to assess the auditor’s independence).
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Purpose, Duties and Responsibilities
Behave as a good corporate citizen:
The responsibilities of the Committee are to:
Advise on remuneration policies and practices generally.
Provide specifi c recommendations on remuneration
packages and other terms of employment for Executive
Directors and Non-Executive Directors.
Evaluate the performance of and determine an appropriate
remuneration base and structure for the CEO in accordance
with specifi ed key performance indicators and budgeted
fi nancial performance expectations.
Assess the reasonableness of and approve the remuneration
proposals put forward by the CEO for the Executive team,
including the performance objectives specifi ed for
each Executive.
2. ETHICS AND RESPONSIBILITY
CODE OF CONDUCT
At Hansen Technologies we recognise that our company is made
up of the individual employees representing our operations
globally. Each person has an individual responsibility for their
own behaviour 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 with regard to their behaviour. The Code of
Conduct refl ects the Hansen Group’s primary values of ethical
behaviour, compliance with legal obligations, and respecting
the expectations of all stakeholders.
Our Code
To respect the law and act accordingly, including the following:
Hansen employees operate in numerous countries and it
is essential that the laws of each jurisdiction are observed
and followed. It is important to note that the observance of
the laws is not simply because they exist, it is because it
is right to do so. Breaching laws and regulations can result
in serious consequences for the Hansen Group and the
individual involved.
We should respect customs and business practices of
countries in which we operate, whilst always observing
the primary principles of this code.
Where we believe our product or service provision would
be used in relation to illegal activities, we shall 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.
Breaches of any law should be notifi ed to a Senior Executive.
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 confi dentiality:
We respect the confi dential 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 confi dential any information we obtain
in the course of our employment. Confi dential information is
to be used only for authorised work-related tasks, and never
for personal gain or for the gain of others.
Value professionalism:
A cornerstone of the Hansen business is the professionalism
and conduct of individuals and of the Hansen Group.
In addition to conducting ourselves ethically, we should
continually aim for excellence in all our business activities.
Act to avoid confl icts of interest:
A confl ict of interest occurs where an employee has a personal
or professional interest suffi cient to infl uence, or appear
to infl uence, 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 confl ict 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 confl ict 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.
COMMUNICATIONS
Hansen has established communication mechanisms to
provide shareholders with information about the Group and
to enable them to exercise their rights as shareholders in an
informed manner.
Communication Methods
Information is communicated to shareholders through:
Website: Hansen encourages the use of electronic
communications by providing up-to-date information on
the Group web site, www.hsntech.com. The “Investors”
section of the website contains a range of information
relevant to shareholders including:
- ASX announcements
- Annual Reports and presentations
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, Management, Executives, and
Directors on disclosure guidelines and raising awareness
of the principles underlying continuous disclosure.
Supporting the Directors and Executives in ensuring that
Hansen complies with continuous disclosure requirements.
The Board has nominated a limited number of individuals that
are authorised as spokespersons for Hansen as follows.
The Chairman.
The Chief Executive Offi cer.
Company Secretary.
The Chief Financial Offi cer.
Other Executives may become spokespersons for specifi c
areas under their control, however any comments are to be
limited to their area of expertise.
- Financial results
- Corporate Governance
- Key dates
- Share registry contact details and links
- Contact link for more shareholder information
Annual Report: distributed either over the web
or by post.
Notice of Annual General Meeting by mail.
Mail or upload to the web site whenever there are
other signifi cant developments to report.
The Annual General Meeting is 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 questions. 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 fl ow to
Shareholders and potential investors, enabling them
to make decisions in an informed manner.
CONTINUOUS DISCLOSURE
The Hansen Continuous Disclosure and Communication
Policy has been developed to provide clear guidelines for
the operations of the Hansen business and establishes
appropriate processes and criteria for continuous disclosure
to ensure compliance with the requirements of the ASX and
other securities and corporations legislation. The Policy’s
primary objective is the promotion of effective communication
with Shareholders and related stakeholders.
The key principles of the Policy are:
Material company information is issued to shareholders
and the market in a timely manner and in accordance with
our obligations to the market.
Such information is communicated in a way that allows for
all interested parties to have equal and timely access.
Communication is presented in a clear, factual and
balanced manner.
ASX reporting obligations are met.
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Directors and Executives responsibilities
Directors and Senior Executives 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
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.
All information, as specifi ed 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 signifi cant changes in
fi nancial performance.
Changes in Board Directors and Senior Executives.
Mergers, acquisitions, divestments, joint ventures
or changes in assets.
Signifi cant developments in regard to new projects
or ventures.
Events regarding an entity’s shares or securities.
Major new contracts, orders, or changes in suppliers
or customers.
Signifi cant changes in products, product lines,
supplies or inventory.
Industry issues that may have a material impact on
the Group.
Major litigation
Decisions on signifi cant 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 Senior
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 channels include:
Investor briefi ngs and presentations.
One-on-one meetings with stockbroking analysts or
institution fund managers.
Industry forums.
Company literature.
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 Senior
Executives, may not release any information that is required
to be disclosed to the 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.
An acknowledgement of the receipt of that information
has been received from ASX.
SHARE TRADING POLICY
Directors, offi cers, 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 Offi cers
Employees, Directors, Executives 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 Group, 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.
Must not communicate inside information to anybody who
works for the Hansen Group except on a “need to know”
basis and in accordance with the rules and policies of the
relevant business division.
As a general rule, Directors and Executives are only permitted
to trade Hansen shares in the 30-day period commencing
two days after:
The release of Hansen’s half yearly results.
The release of Hansen’s yearly results.
Hansen’s Annual General Meeting.
A “special circumstance”, that will be notifi ed on a
case-by-case basis by the Chairman or Chief Executive
Offi cer (example being the release of a trading update to
the ASX or the issue of a prospectus).
Where Directors or Executives want to trade outside of this
general rule, they are required to discuss the matter with
the Chairman and Chief Executive Offi cer 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 fi ve
years, or both. Where individuals are concerned about
breaching the insider trading provisions of the Corporations
Act they should immediately obtain independent legal advice.
3. RISK MANAGEMENT
Hansen recognises that the daily activities and existence of
its business is subject to various elements that can create
uncertainty which brings with it potential risk and opportunity.
At Hansen all members of the Group aim to promote a culture
of 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.
With contribution from all layers of management and the Board,
a Register of Risks has been developed and will be maintained.
Each risk is assessed for the likelihood and consequence
of a risk eventuating and a combined inherent risk rating
developed. Risk management practises to mitigate and manage
the identifi ed risks are then specifi ed and put into action. It is
the intention that the Risk Register be regularly reviewed and
updated on a case by case basis as new risks are identifi ed or
the situation surrounding previously identifi ed risks are varied.
During this reporting period a thorough process has been
undertaken, with the assistance of external risk advisors, to
identify risks and develop relevant risk management practises.
The outcome of this process and the effectiveness of the
Group’s risk management processes are being reported
to the Board.
ROLES AND RESPONSIBILITIES
The Board of Directors is responsible for approving and
reviewing Hansen’s Risk Management Policy and overseeing
all aspects of internal control including compliance activities,
the appropriateness of accounting policies and the adequacy
of fi nancial reporting. It delegates daily management
responsibility to the Chief Executive Offi cer.
The Executive team is responsible for implementing the Board
approved Risk Management Policy, maintaining the currency
of the Risk Register and developing operational policies,
internal controls, processes and procedures for identifying
and managing risks in all of Hansen’s activities. Management
must also periodically report to the Board on the maintenance
of the Risk Register and the effectiveness of the risk
management processes.
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.
Independent reviews that may be conducted for special
assessment as required.
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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 Risk Management 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
identifi cation, measurement, monitoring and mitigation of
operational risk. This is supported by input from corporate
level functions such as the offi ce of Chief Operating Offi cer,
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 fi nancial loss where customers
or business associates fail to meet their fi nancial 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. Specifi c 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.
Market Risk
Market risk is the potential for fi nancial 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
Assess the market & region
Assess the product for the region
Global Hansen policies to
Product planning & management
be observed
Pricing models
Resource planning
Manage segregation of duties
Monitoring and reporting
Authorities
Transparency and communication
Delegation of authority
Change management
Central reporting on
product, fi nancials,
Central authorities
Supports segregation of duties
operations, legal and operations,
operations, legal and risk
legal and risk management
management
Assurances
The integrity of the Group’s fi nancial reporting depends upon the
existence of a sound system of risk oversight and management
and internal control. The Board receives regular reports about
the fi nancial condition and operational results. The CEO and the
CFO annually provide a formal statement to the Board that in all
material respects:
The fi nancial records of the Group for the fi nancial year have
been properly maintained in that they:
Accurately record and explain its fi nancial position
and performance.
Enable true and fair fi nancial statements to be prepared
and audited.
The fi nancial statements and notes required by the
accounting standards for the fi nancial year comply with
the accounting standards.
The risk management and internal compliance and control
systems are sound, appropriate and operating effi ciently
and effectively.
Such a statement has been provided in respect of the
current fi nancial year.
Overall Risk Treatment
Base Pay
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, registered in the Risk Register and raised to
the attention of the Executive team which will develop and
document the steps which are required to manage the risk.
Where Hansen identifi es 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.
4. REMUNERATION
The Group aim in remunerating the CEO and other Executives is
to provide a base pay plus rewards and other benefi ts that will
attract, motivate and retain key Executives while aligning their
fi nancial interests with those of our shareholders. Our policy
is to provide individual Executives with a level of income that:
Recognises the market value of each position in a
competitive market.
Recognises the individual’s capabilities and experience.
Rewards the performance of individuals.
Assists in Executive retention.
The structure provides a mix of fi xed and variable pay,
and a blend of short- and long-term incentives.
CEO AND EXECUTIVES
The Remuneration Committee sets the remuneration
package for the CEO. The CEO establishes employment
arrangements and remuneration packages for the Executives.
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.
The structure of Hansen Executive pay and reward is made up
of four parts: base pay, short-term performance incentives,
long-term equity-linked performance incentives, and other
compensation, being superannuation. The combination of these
comprises the Executive’s total compensation. Details of the
pay and rewards for Hansen’s top fi ve key management
personnel and their total remuneration are set out in the
Annual Report each year.
Senior Executives are offered a competitive base pay that
refl ects the market for each position. It is generally revised
annually to recognise infl ationary impacts, job responsibility
changes or if there has been a marked structural shift in
market rates.
Short-term Performance Incentives
Each year the performance of the Executives is reviewed by the
CEO and the Remuneration Committee and key performance
objectives are established with potential bonuses linked
to the achievement of the objectives specifi ed. If individual
performance objectives are met, a short-term incentive in
the form of a bonus may be paid.
Long-term Performance Incentives
Long-term incentives for the CEO and Senior Executives are
designed to align their fi nancial interests with those of our
shareholders. 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 Benefi ts – Superannuation
All Executives and staff are required to be members of
an approved superannuation fund. 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
have the option to elect to contribute additional amounts to
superannuation from their remuneration package.
NON-EXECUTIVE DIRECTORS
The Remuneration Committee recommends the remuneration
of Non-Executive Directors to the Board for fi nal 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 signifi cant
change occurs. No retirement benefi ts are provided for
Non-Executive Directors.
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ASX ADDITIONAL INFORMATION
As at 25 September 2009
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 is set out below:
Shareholder
Number of Ordinary Shares
Percentage Held
Othonna Pty Ltd – including associates
Cogent Nominees Pty Limited
Antan Pty Ltd – including associates
93,999,585
22,776,841
11,546,174
61.03%
14.79%
7.50%
VOTING RIGHTS
Ordinary shares and Options - refer Note 17
DISTRIBUTION OF EQUITY SECURITY HOLDERS
Category
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001 and over
Number of Equity Security Holders
Ordinary Shares
Options
100
369
224
355
42
-
-
-
8
5
The number of shareholders holding less than a marketable parcel of ordinary shares is 67.
ON-MARKET BUY-BACK
On 9 April 2009 the company announced an on-market buy-back program of up to 10% of the company’s issued Ordinary shares.
As of 25 September 2009 a total of 211,418 Ordinary shares have been acquired under the buy-back program.
TWENTY LARGEST SHAREHOLDERS
Name
Othonna Pty Ltd
Cogent Nominees Pty Limited
Antan Pty Ltd
National Nominees Limited
Mr Anthony David Hansen
Mr Bruce Rodney Pettit
Ozcun Pty Ltd
Mr James Lucas & Ms Lesley Dormer
Mrs Yvonne Irene Hansen
Mr Kenneth Hansen
Mr Bruce Rodney Pettit
Mr Cameron Hunter
Ms Tanya Jacinta Hansen
Mr Stephen Cocker & Mrs Denise Cocker
Mr Grant Lister
Mr Denis Maxwell Fraser & Mrs Wendy Elena Fraser
Mr John Eldred Williams & Mrs June Mabel Williams
Mr Christopher James Piggott & Mrs Shirley Janice Piggott
Layuti Pty Ltd
Mr Gary Phillip Grey & Ms Stephanie Ann Reynolds
Number of Ordinary Shares Held
Percentage of Issued Capital
91,160,249
22,776,841
11,169,297
4,613,046
1,399,871
1,075,000
739,154
656,843
655,607
532,107
525,227
401,387
374,100
332,000
300,000
290,000
277,200
257,220
248,445
232,572
59.19%
14.79%
7.25%
3.00%
0.91%
0.70%
0.48%
0.43%
0.43%
0.35%
0.34%
0.26%
0.24%
0.22%
0.19%
0.19%
0.18%
0.17%
0.16%
0.15%
138,016,166
89.61%
Directors
Kenneth Hansen, Chairman
Andrew Hansen, Managing Director & Chief Executive Offi cer
Bruce Adams, Non-Executive Offi cer
David Osborne, Non-Executive Offi cer
Phillip James, Non-Executive Director
Company secretary
Grant Lister
Principal registered offi ce
2 Frederick Street, Doncaster VIC 3108
T (03) 9840 3000
F (03) 9840 3099
Share registry
Link Market Services
Level 1, 333 Collins Street
Melbourne VIC 3000
T (02) 8280 7761 or 1300 554 474
F (02) 9287 0309 - Proxy forms
F (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 – Exposure By Design +64 9 366 3035
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2 Frederick Street, Doncaster,
Victoria, 3108 Australia
T +61 3 9840 3000
F +61 3 9840 3099
E info@hsntech.com
www.hsntech.com