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THE FLEXIBLE ALTERNATIVE
ANNUAL REPORT 2012
| Directors' Report | Hansen Technologies | Annual Report 2012
Contents
Highlights
Chairman and Chief
Executive Officer Joint Report
Information on Directors
and Company Secretary
Directors' Report
Financial Statements and Notes
01
02
06
08
19
Consolidated Statement
of Comprehensive Income
20
Notes to the Financial
Statements
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
21
Directors' Declaration
Independent Auditor's Report
22
23
Corporate Governance
ASX Additional Information
24
51
52
54
64
Notice of Annual General Meeting
The Annual General Meeting of the Company
is to be held on Thursday 22nd November at
11am at 2 Frederick Street, Doncaster, Victoria 3108.
A separate Notice of Meeting and Proxy Form are
included with this report.
HigHligHts
2012
$56.6 million
Operating revenue
$19.2 million
EBITDA
$12.9 million
After-tax profit
8.2 Cents
Earnings per share
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 offices in Australia, New Zealand,
the United States and the United Kingdom
and employs more than 250 people.
CHairman & CHief exeCutive
offiCer Joint report
There is a Chinese curse, ‘May you live in interesting times’. Such are the times
that we find ourselves in today.
Highlights 2011/12
Despite global economic uncertainty,
we continued to perform well and
consolidated our position as a leading
global independent provider of
billing solutions, customer care and IT
solutions in the critical gas, electricity
and telecommunications sectors.
Established a number of new
client relationships, both within
Australia and internationally.
Actively moved to a more proactive
sales and marketing strategy that has
already reaped dividends in several
markets, including the United States.
Continued to invest in our core software
solutions especially in the area of
“time of use” electricity metering.
Expanded our telecommunications
solution functionality and
processing capacity.
Remained strongly cash flow positive and
well positioned to support our internal
requirements, growth aspirations and
the return desired by our shareholders.
Political instability and dramatic changes
to the underlying fiscal structure of the
economy are generating uncertainty
in Australia. Add to the mix tough and
unsettled global conditions and it becomes
clear why the previous 12 months have
been very interesting indeed. Under such
circumstances, it is pleasing that we have
been able to deliver a solid operating
performance this year incorporating
strong cash flow generation enabling us
to comfortably maintain our distribution
to shareholders at 6 cents per share for the
year while retaining considerable funding
for both organic and strategic growth.
At Hansen we make no apology for our
conservative approach to managing the
business. It has served us well over recent
years and the Company has prospered
during extremely tough economic
circumstances. Our objective is to
always make decisions with a medium
to long-term focus. This may limit the
chances of substantially above-average
earnings in any one particular year but
it ensures the company can continue to
operate and invest with confidence.
We operate in a competitive sector
supporting industries which are undergoing
substantive change in and around our
areas of expertise. Over the years we
have continued a strategy of broadening
our client base, geographically and
by sector, to minimise risk. We have
major clients in the gas, electricity and
telecommunications sectors, in many
different international locations.
We elect to pursue relationships with
customers which incorporate, whenever
possible, annuity style revenue
structures, sometimes at the expense
of short term gains. As a result, our
exposure to geographic and industry
specific driven change or downturn
is lower than if we specialised in just
one or two areas or geographies.
Our international expansion activities
have resulted in a position where 43%
of our revenue is now being sourced in
foreign currencies. As a result the high $A
did have a negative impact on revenue
throughout 2011/12. However the diversity
of our business, where a third of our staff
are located internationally, allowed us to
curtail the impact of currency fluctuation
on our business as reported in $A this
year. Ultimately the vagaries of the $A
are something we need to manage. Our
structure and international operations
ultimately require us to pursue a balance
whereby the net impact of currency
change is contained to the margin.
One area in which our conservative
approach is also evident is our pursuit of
growth through acquisition. With a debt
free balance sheet, strong cash generating
business and a track record of success
in integrating businesses, we consider
we are well situated to grow through
acquisition. While we may consider it a
fundamental strength to operate without
debt, we realise that utilising our cash
flow to support expansion will almost
certainly provide better long-term results.
The current high Australian $ opens up
opportunities to acquire international
businesses based on financial multiples
that are comparable with our own ratings.
Over the past 12 months we have actively
sought to acquire businesses offering
the potential of added value to Hansen.
It’s fair to say that several businesses
met many of the criteria that we had
identified as being critical; however
none met all of the criteria and ultimately
were deemed to be overvalued and not
prudent for us to close. The opportunities
of growth and diversity represented by
acquisitions utilising the positive incentive
of the high $A are compelling and we
will continue with this objective.
2
| Chairman & Chief Executive Officer Joint Report | Hansen Technologies | Annual Report 2012
2011/12 Financial Performance
In recognition of Ken Hansen
Hansen people
In conclusion, we would like to thank all
of our staff who once again exhibited
enormous commitment, expertise and drive.
The fundamental strength of our business is
a reflection of the quality of our people. We
have some of the best in our industry and
their expertise and overall commitment to
go the extra yard represents a differentiation
of Hansen in the market. Thank you.
Thank you also to the Board who have
diligently overseen and supported the
policies and strategies developed and
implemented by the management team.
Operating revenue of $56.6 million for the
year was marginally down on last year.
Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA) was $19.2
million, maintaining an enviable return on
operating revenue of 33.9%. Net Profit after
Tax of $12.9 million represented a return
of 8.2 cents per share compared with 8.7
cents per share in the previous year.
Following the release of the full year’s
operating results the Directors declared a
consistent fully franked final dividend of 3
cents per share to be paid on 28 September
2012 to those shareholders of record as at
7 September 2012. When combined with
the 3 cents per share interim dividend
paid in March 2012, the total dividend
distribution of 6 cents per share is consistent
with the previous year and represents a
distribution of 74% of total earnings.
It was with great sadness that we advised
in early September of the passing of Ken
Hansen. On behalf of all staff at Hansen we
wish to acknowledge Ken’s contribution to
the creation and evolution of our business.
Thirty years ago Ken founded an IT
outsourcing business providing secure
offsite storage of computer tapes. This
business expanded over time to provide
an extended range of IT outsourcing
services as well as developing proprietary
software solutions servicing the energy
and telecommunications industries. With
Ken Hansen as its founding Chairman,
Hansen Technologies Limited became an
ASX listed public company in 2000. For the
next decade until his retirement from the
Chairmanship in August 2011, Ken oversaw
the evolution of Hansen Technologies into
an international software solutions provider.
In addition to being our Chairman, Ken was
the father of six children and a friend to
many of the long serving staff at Hansen.
Ken was very well respected by the staff of
Hansen who recognised the strength of the
man who identified an opportunity, created
a vision, started a business, helped it to grow
and in the process provided employment
and investment opportunity to others.
We wish to record our condolences to
Ken’s wife Yvonne and his entire family and
offer them our best wishes and support.
Key Indicators from Continuing Operations
e
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10
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20
15
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$
2006
2007
2008
2009
2010
2011
2012
EPS
EBITDA
NPAT
Financial Year
Hansen Technologies | Annual Report 2012 | Chairman & Chief Executive Officer Joint Report |
3
WHat
We Do
1. Core Market Focus
Our core business is the delivery of
proprietary customer care, billing and
meter data management software solutions
to the energy and telecommunications
industries. We couple these offerings with
optional full scale outsourcing services.
Our business success is based on delivering
relevant and current software solutions that
meet our customers’ requirements and keep
pace with or exceed industry driven change.
2. Market Differentiation
We compete on the international market
with the worlds’ largest software houses.
Our competitors commonly target the
delivery of full enterprise solutions
through systems integrators worldwide.
We differentiate ourselves by:
Focusing on selected geographies,
either directly or with partners, where
we will most readily deliver our
solutions on budget and on time.
Specialising in the provision of
“best of breed” applications that
deliver the specific solutions
required by our customers.
Taking a hands-on and collaborative
approach with our customers to deliver
the optimum outcomes for their projects.
Being large enough to provide the highest
level of confidence for our customers,
while retaining a more flexible product
and management accessible approach
than our “hands-off” competitors.
Offering most of our customers the
option of a fully outsourced facility
managed solution service.
Ensuring our technology keeps pace
as the demand for complex, flexible,
multi-level billing solutions increases.
We are positioned in our selected
geographies as the flexible alternative
provider of best of breed solutions in
our areas of core business focus.
3. Energy Utilities
The electricity industry, from the perspective
of our core business, continues to be focused
worldwide on initiatives associated with
“smart grid” optimisation and the associated
roll-out of automated interval/smart meters.
Accordingly, the introduction of interval
meters continues to be the potential driver
of change for billing requirements from
the energy market participants. However
it is still unclear how this technological
initiative can be economically viable for
electricity retailers. Until the economic
and social implications of interval meters
are resolved, the roll out of new billing
solutions to manage interval meters will
continue to be slow. Inevitably these
issues will be addressed and demand
for enhanced billing solutions like HUB,
Peace and NirvanaSoft will expand.
The Hansen family of complex billing
solutions incorporates the flexibility of
rating capabilities along with the ability
to process larger volumes of metering
data that our customers will require to
roll out “time of use” billing initiatives.
We are not just ready for these
fundamental changes, we are already
there, with a number of implementations
of interval meter solutions in
operation with existing customers.
Each of the regions in which we focus
are at different stages in the evolution
of advanced metering processes, but
ultimately the requirement of Hansen as
the billing solution provider will be similar.
Our expanding international positioning
in Japan, North America and the UK,
coupled with our strong market position
in Australia, ensures we are aware of and
remain current with the trends impacting
the requirements of billing solutions.
We are constantly engaging with our
existing customers to ensure we are
addressing their anticipated requirements
of these and other industry initiatives
as we undertake the continuous
development of our product suite.
4. Telecommunications
The provision of software billing solutions
to the telecommunications industry is
the historical foundation of the Hansen
billing solution suite of products. We
have a long history of delivering reliable,
market-ready telecommunications solutions
and application support services.
The mobile phone market continues to
be challenged by the issue of customer
churn and the constant need to offer ever
increasing flexibility in call rating pricing
models in order to attract new customers
as well as retain existing ones. New
market entrants are looking for ways to
differentiate their go-to-market strategies.
4
| Chairman & Chief Executive Officer Joint Report | Hansen Technologies | Annual Report 2012
The telecommunications industry, while
being a mature market, is serviced by a
number of fragmented software solution
providers. We are continuing to pursue
opportunities for Hansen to acquire
alternative telecommunications solution
providers which would extend our product
range, expand our geographic markets
and drive economies of scale benefits.
5. Superannuation
We continue to evolve and develop
the CLASSIC superannuation
membership administration solution
on behalf of a select group of key
superannuation fund managers.
6. Outsourcing
With a large internal demand for IT
development capacity and with a
full service approach offering to our
customers, we run and operate a 24/7 IT
department incorporating a first grade
data centre with a full “cloud” and facilities
management operation. As a natural
business progression we offer a full range
of IT services to customers who are in need
of varying degrees of outsourced support.
This business unit represents a valuable
contribution to our company’s market
differentiation and is a strong contributor
to our overall business performance.
The Future
Fiscal 2012 was a solid year of consolidation
for our business amidst a challenging
year for business communities around the
world. There are signs that some of these
markets are settling back into business
as usual. Encouragingly, this trend is
particularly noticeable in our specific
areas of focus, especially North America.
We are optimistic our investment in North
America has been well timed and the
opportunities we see today will develop
into new projects for our business.
We continue to develop our software
solutions in line with market, industry
and technology driven change. We have
the balance sheet to support our product
development objectives on top of our
organic and strategic growth requirements.
We continue to be conscious that economic
uncertainties around the world and the
speed with which technology change is
embraced by the energy markets will be
key issues in influencing our customers’
direction and decision-making over the
coming year. Our objective as always is
to be ready with the right products and
solutions to support the needs of our
existing customers and to be able to deliver
market-ready solutions for implementation
into new customers’ businesses.
Looking forward into Fiscal 2013 we can
see a number of encouraging opportunities
as well as ongoing challenges. We are
encouraged by the number of new
opportunities for system selection which
we are being asked to participate in. We
expect the Australian dollar to remain strong
throughout the year, which will continue
to challenge our revenue growth. However,
we will work hard to restrict its ultimate
impact to the margin only. We will continue
with our search for suitable international
acquisitions to add to our core product suite
and expand our geographic activities.
With our core market positioning,
outstanding personnel and strong financial
position we are well positioned to respond
to the changes in the markets and advances
in technology throughout Fiscal 2013.
Finally, may we record our appreciation for
the continued support of our shareholders.
We remain committed to improving the
business of Hansen Technologies with the
objective of enhancing shareholder value.
David Trude
Chairman
28 September 2012
Andrew Hansen
Chief Executive Officer
28 September 2012
Hansen Technologies | Annual Report 2012 | Chairman & Chief Executive Officer Joint Report |
5
information on DireCtors
anD Company seCretary
The qualifications, experience and special responsibilities of each person who
has been a Director of Hansen Technologies Ltd at any time during or since the
end of the financial year is provided below, together with details of the company
secretary as at the year end.
Mr David Trude
Age 64
Chairman
Non-Executive Director
Chairman since August 2011
Director since May 2011
David has extensive experience in a
variety of financial services roles within
the banking and securities industries.
He holds a Degree in Commerce from
the University of Queensland and is a
member of many professional associations
including the Society of Investment
Professionals, Stockbrokers Association
of Australia and the Australian Institute of
Company Directors. He is also Chairman
of E.L & C. Baillieu, Waterford Retirement
Village and East West Line Parks Limited,
a Director of CHI-X Australia Limited and
a consultant at Credit Suisse Australia.
Mr Andrew Hansen
Age 52
Managing Director & CEO
Managing Director since 2000
Andrew has over 30 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
Age 52
Non-Executive Director
Director since 2000
Chairman of the Audit Committee
Member of the Remuneration Committee
Bruce has over 20 years experience as
a commercial lawyer. He has practiced
extensively in the areas of information
technology law, mergers and acquisitions
and has considerable experience advising
listed public companies. In early 2002,
after more than ten years as a partner of
two Melbourne law firms, Bruce took up a
position as general counsel of Club Assist
Corporation Pty Ltd, a worldwide motoring
club service provider. Bruce holds degrees in
law and economics from Monash University.
Mr Phillip James
Age 62
Non-Executive Director
Director since 2008
Chairman of the Remuneration Committee
Member of the Audit Committee
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.
6
| Information on Directors & Company Secretary | Hansen Technologies | Annual Report 2012
Mr Kenneth Hansen
Kenneth founded the business of Hansen
in 1971. He was the Chairman for a decade
from the date of ASX listing in 2000, up until
his decision to step down in August 2011.
He remained a Director of the Company
up until his death in September 2012.
Mr David Osborne
Age 63
Non-Executive Director
Director since 2006
Member of the Audit and
Remuneration Committees
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 financial management,
taxation and accounting experience in
public practice. David has a long standing
association with Hansen, having been a
Board member for some years prior to the
Company's listing on the ASX in June 2000.
Mr Grant Lister
Age 60
CFO & Company Secretary
CFO since 2002
Company Secretary since 2004
Grant is a qualified Chartered Accountant
with more than 30 years experience in
senior financial management roles and
over 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 financial aspects of the Hansen
Group's operations throughout the world.
No Directors of Hansen Technologies Ltd held any other directorships of listed companies at any time during the three years prior to 30 June 2012.
Hansen Technologies | Annual Report 2012 | Information on Directors & Company Secretary |
7
DireCtors'
report
The Directors present their report together with the financial report of the
consolidated entity consisting of Hansen Technologies Ltd and the entities
it controlled, for the financial year ended 30 June 2012 and auditor's report
thereon. This financial report has been prepared in accordance with
Australian Accounting Standards.
Principal Activities
The principal activities of the consolidated
entity during the financial year were the
development, integration and support
of billing systems software for the
telecommunications and utilities (gas
and electricity) industries. Additional
activities undertaken by the consolidated
entity include IT outsourcing services
and the development of other specific
software applications. There has been no
significant change in the nature of these
activities during the financial year.
Results
The consolidated profit after income tax
attributable to the members of Hansen
Technologies Ltd for the 2012 financial
year was $12,858,632 (2011: $13,533,422).
Review of Operations
Fiscal 2012 was a challenging year
with the strong performance in the
first half being followed by reduced
customer activity in the second half
year, resulting in a solid operating result
for the Group which was marginally
less than that of the previous year.
The Group’s operating performance for
the fiscal year to 30 June 2012 was;
Operating revenue of $56.6 million
down $1 Million on the previous year
Earnings before Tax, Interest, Depreciation
and Amortisation (EBITDA) of $19.2
Million, representing a return on
operating revenue of 33.9%.
Net Profit after tax of $12.9 million
representing earnings of 8.2
cents per share compared with
8.7 cents per share last year
It has otherwise been a year of
consolidation for the Hansen group.
The business objectives we had for the
year have been progressed as we;
As previously advised, in Fiscal 2012 we
increased our investment in the North
American market, including recruiting
additional sales staff and broadening
marketing activity. It is positive to note that
this commitment is being rewarded with the
number of third party enquiries increasing
significantly, resulting in a number of
new projects having been identified.
Our operating efficiency remains high and
at the top end of our targeted range. We
continue to have a strong annuity based
revenue stream providing a solid foundation
for our business's future. The combination
of these financial strengths provides us
with the capacity to invest confidently in
our products, markets and geographies.
It is disappointing that we have not been
able to close a suitable acquisition in this
past year. Unfortunately the opportunities
we identified and worked upon have
proven, after due investigation, to be
overvalued and not prudent for us to
complete. We continue to be committed to
exploring growth through acquisition and
with the strong Australian $ representing
a positive incentive for the purchase of
international businesses we will continue
with this corporate endeavour.
Continued our commitment to North
America with the expansion of our
sales force and marketing campaigns.
Continued to invest in our core
software products especially in
the area of “time of use” electricity
metering as well as expanding
our telecommunications solutions
functionality and processing capacity.
Remained strongly cash flow positive
and well positioned with cash resources
to support our growth aspirations.
We continue to work with our existing
customers to enhance and expand our
software solution suite, development
capabilities and implementation
processes. In conjunction with our
outstanding staff we continue to deliver
to our commitment to customers. We have
remained true to our market differentiation
of independence and flexibility.
Our Outsourcing business declined
marginally in the past year but the level of
new interest for data centre space as well
as “cloud” capacity suggests this is a trend
which we would expect will reverse in 2013.
In conjunction with Vision Super we
continue to develop the CLASSIC
Superannuation software solution
and are delighted with this ongoing
collaborative partnership.
8
| Directors' Report | Hansen Technologies | Annual Report 2012 Significant Changes
in the State of Affairs
In a Draft Fact Sheet dated 21 June 2011,
the Australian Taxation Office created
uncertainty with regard to the application
of franking credits for a dividend paid out
of current year profits where the company
also held prior year retained losses. To
remove any uncertainty on this issue
the parent entity of the Hansen group
undertook in August 2011 a Section 258F
Capital reduction, offsetting $8.5 million
of Share Capital against historical retained
losses. This capital reduction does not
change the number of shares nor affect the
shareholding in Hansen of any shareholder.
There have been no other significant
changes in the consolidated entity's state
of affairs during the financial year.
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 significant in the overall
context of our business and the negotiations
reach a level where the transaction
contemplated is confirmed, then releases
are made to the ASX in accordance with the
Listing rules on Continuous Disclosure.
No other matters or circumstances have
arisen since the end of the financial year
that have significantly affected or may
significantly affect the operations of the
consolidated entity, the results of those
operations, or the state of affairs of the
consolidated entity in future financial years.
Likely Developments
The company will continue to pursue
its operating strategy of providing
proprietary billing solutions to our targeted
industries of energy and telecommunication
while pursuing appropriate acquisitions to
create shareholder value. In the opinion
of the Directors, disclosure of any further
information would be likely to result in
unreasonable prejudice to the
consolidated entity.
Environmental Regulations
The consolidated entity's operations are not
subject to any significant environmental
Commonwealth or State regulations or laws.
Dividend Paid,
Recommended and Declared
A 3 cent per share fully franked final dividend
was declared on 24 August 2012 with
payment to be made on 28 September 2012.
The amount declared has not been
recognised as a liability in the accounts of
Hansen Technologies Ltd as at 30 June 2012.
Dividends paid during the year:
3 cent per share fully franked final
dividend paid 27 September 2011,
totalling $4,700,915
3 cent per share partially franked
interim dividend paid 28 March 2012,
totalling $4,721,275
Share Options
Options over shares may be issued to key management personnel as an incentive for
motivating / rewarding performance as well as encouraging longevity of employment.
The issuing of options is intended to enhance the alignment of key management personnel
with the primary shareholder objective of increasing shareholder value. Options over
unissued ordinary shares granted by Hansen Technologies Ltd during or since the end of the
financial year to the key management personnel as part of their remuneration are as follows:
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
Granted Number
750,000
–
75,000
75,000
100,000
100,000
100,000
100,000
75,000
75,000
40,000
40,000
1,530,000
Grant Date
1 December 2011
2 July 2012
2 July 2011
2 July 2012
2 July 2011
2 July 2012
2 July 2011
2 July 2012
2 July 2011
2 July 2012
2 July 2011
2 July 2012
9
Hansen Technologies | Annual Report 2012 | Directors' Report |
DireCtors'
report (ContinueD)
All grants of options are subject to the achievement of performance measurements. The
measurements vary for each executive but are commonly balanced between specified
key performance indicators related to each executive's area of responsibility, as well the
achievement as a whole of the company's financial objectives for the year of issue. Subject
to continuation of employment, options vest 3 years after issue date. If the continuation of
employment vesting criteria is not met the options are usually forfeited, but the Directors may
exercise discretion to vary the vesting criteria based on the contribution of the executive and/
or the circumstances of their termination. Vested options expire after two years or 28 days
after termination of employment.
Share Under Options
Unissued ordinary shares of Hansen Technologies Ltd under option at the date of this report
are as follows:
Grant Date
Exercise Date
Expiry Date
Exercise Price $
No. Options at
Date of Report
1 July 2009
1 July 2010
1 Jan 2011
2 July 2011
1 Dec 2011
1 Dec 2011
1 Dec 2011
1 Dec 2011
1 Dec 2011
2 July 2012
Total
1 July 2012
1 July 2013
1 July 2014
2 July 2014
1 July 2014
1 July 2014
1 July 2014
2 July 2013
2 July 2014
2 July 2015
1 July 2014
1 July 2015
1 Jan 2016
2 July 2016
1 July 2016
1 July 2016
1 July 2016
2 July 2015
2 July 2016
2 July 2017
$0.410
$0.580
$0.750
$0.910
$0.950
$1.000
$1.050
$0.910
$0.910
$0.920
115,000
605,000
75,000
745,000
250,000
250,000
250,000
40,000
40,000
785,000
3,155,000
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
The following ordinary shares of Hansen Technologies Ltd were issued during or since the
end of the financial year as a result of the exercise of an option:
Indemnification and
Insurance of Directors,
Officers and Auditors
Indemnification
The Company has agreed to indemnify all of
the current and former Directors and Officers
of the Company and its controlled entities
against all liabilities to another person
(other than the Company or a related body
corporate) that may arise from their position
as Directors and Officers of the Company
and its controlled entities, except where
the liability arises out of conduct involving
a lack of good faith. The agreement
stipulates that the Company will meet the
full amount of any such liabilities, including
costs and expenses. The Company has not
entered into any agreement to indemnify
its auditors against any claims that might
be made by third parties arising from their
report on the annual financial report.
Insurance
Since the end of the previous financial
year, the Company has paid insurance
premiums in respect of Directors' and
Officers' liability and legal expenses,
insurance policies for current and former
Directors and Officers, including executive
officers of the Company and Directors,
executive officers and secretaries of its
controlled entities. The Directors have
not included details of the nature of the
liabilities covered or the amount of the
premium paid in respect of the Directors'
and Officers' liability and legal expenses
insurance contracts, as such disclosure is
prohibited under the terms of the contract.
Date Issued
6 September 2011
6 September 2011
25 June 2012
31 July 2012
30 August 2012
30 August 2012
Total
Number of
Ordinary
Shares Issued
Amount
Paid
per Share
75,000
425,000
30,000
40,000
115,000
415,000
1,100,000
$0.265
$0.390
$0.265
$0.410
$0.390
$0.410
There are no amounts unpaid on shares issued on exercise of options.
10
| Directors' Report | Hansen Technologies | Annual Report 2012 Directors’ Meetings
The number of meetings of the Board of Directors and of each board committee held
during the financial year and the numbers of meetings attended by each Director were:
Directors
Mr Bruce Adams
Mr Andrew Hansen
Mr Kenneth Hansen
Mr Phillip James
Mr David Osborne
Mr David Trude
Board
meetings
Audit
Committee
meetings
Remuneration
Committee
meetings
A
13
13
13
13
13
13
B
13
13
5
13
13
13
A
3
–
–
3
3
3
B
3
–
–
3
3
3
A
2
–
–
2
2
2
B
2
–
–
2
2
2
A - Number of meetings eligible to attend
B - Number of meetings attended
Directors’ Interests in Shares or Options
Directors' relevant interests in shares of Hansen Technologies Ltd or options over shares
in the company are detailed below.
Directors
B Adams
A Hansen
K Hansen
P James
D Osborne
D Trude
Ordinary
Shares of
Hansen
Technologies
Ltd
Options
over Shares
in Hansen
Technologies
Ltd
150,000
–
2,777
750,000
92,615,311
–
332,890
40,000
–
–
–
–
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 other
non-related audit firms, are detailed below.
The Directors are satisfied that the provision
of the non-audit services during the year by
the auditor is compatible with the general
standard of independence for auditors
imposed by the Corporations Act 2001.
Amounts paid or payable to an auditor
for non-audit services provided during
the year by the auditor to any entity
that is part of the consolidated entity:
Consolidated
June
2012
June
2011
$'000
$'000
61
21
82
8
2
10
92
33
15
48
11
35
46
94
Auditors of the
Company
AUSTRALIA
- taxation services
- advisory services
Overseas Firms
- taxation services
- advisory services
Total auditors'
remuneration for
non-audit services
Directors’ Interests
in Contracts
Directors’ interests in contracts with
the Company are limited to the
provision of leased premises on arm's
length terms and are disclosed in note
23 to the financial 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 financial
year is provided with this report.
11
Hansen Technologies | Annual Report 2012 | Directors' Report | auDiteD remuneration
report
Remuneration Policies
The Remuneration Subcommittee of
the Board of Directors 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 Company
policy is to ensure the remuneration
package properly reflects the person’s duties
and responsibilities and that it is market
competitive in attracting, retaining and
motivating people of the highest quality.
The committee uses reports on the
remuneration practices of similar ASX
listed entities as a basis to ensure executive
remuneration remains relevant to the
market conditions as well as the size and
nature of our business. In addition, as part of
the evaluation process for establishing the
remuneration arrangements for this fiscal
year, in accordance with the Company’s
Corporate Governance Principles the
Remuneration Committee engaged the
Hay Group, an independent consulting
firm specialising in Director and senior
executive remuneration, to undertake
a review of and provide advice on the
remuneration and salary packages for
Non–Executive Directors and the Chief
Executive Officer/Managing Director.
In commissioning this task from an
external consulting firm, the Remuneration
Committee sought and obtained assurances
that the review would be, and indeed
was, undertaken independent of and not
subject to any undue influence from any
Director or member of the key management
personnel. The fees paid for the independent
reports totalled $13,350. The Hay group
did not provide any other kind of advice
to the company in the fiscal year.
Following receipt of the reports and
advice from the Hay Group, the Company
included two resolutions to be considered
by shareholders at the Annual General
meeting held on 24 November 2011:
Increase the maximum aggregate
cap amount of remuneration to
be payable to all Non-Executive
Directors in any financial year
from $250,000 to $400,000, and
Issue 750,000 options to the
Chief Executive Officer as a long
term incentive portion of a
balanced remuneration package.
Both of these Resolutions were passed
as ordinary resolutions by the shareholders,
along with the Remuneration Report for
the year ended 30 June 2011 being adopted
at the AGM on 24 November 2011 in
accordance with the Corporations Act 2001.
Remuneration Structure
The remuneration for the Managing
Director/CEO and senior executives
comprises:
A fixed all inclusive salary package
(including superannuation), plus
performance based incentives in the form
of bonuses and share option allocations.
The performance based incentives for
the senior executives are determined
by the Remuneration Committee of
the Board and are structured to include
both short and longer term components
designed to reward management for
meeting or exceeding their financial and
performance objectives. They are subject
to the achievement of key performance
indicators (KPI’s) based on a combination
of qualitative and quantitative measures
which vary from executive to executive
but which are chosen with the objective of
driving enhanced operating performance
and ensuring management are aligned with
the Group’s agreed corporate objectives to
achieving enhanced shareholder value.
The nature and range of key performance
indicators and other targets against which
the performance of key management
personnel are measured are as follows:
Financial
– The actual worldwide group operational
performance compared to budget for
revenue and EBITDA (Earnings before
interest, taxation, depreciation and
amortisation). The actual parameters
applied are dependent upon the
roles and responsibilities of each
individual executive and their ability to
influence the performance outcome.
– These parameters commonly
comprise between 30% and
50% of the performance based
compensation available to be earned.
– The financial operating performance
of individual business units and
geographic regions against
budget revenue and EBITDA.
Business Management
– Improving staff utilisation and
delivering software projects in line
with budget and time estimates
Customer relationship and
business growth
– Retention of existing customers and
cross-selling of products and services,
– Achievement of new licence sales
to new strategic customers
Departmental operating efficiency
– Enhanced performance of individual
departments to achieve specified
efficiency improvements
– Training and development of employees
Other
– Acquisition and integration
of compatible business
– Compliance with the Company’s
Corporate Governance Principles
12
| Directors' Report | Hansen Technologies | Annual Report 2012 Consequences of Performance on Shareholder Wealth
In considering the relative performance of the senior executives and the Group as a whole
on shareholder value, the Remuneration Committee has regard to key financial indicators
measured over time including:
EBITDA ($A millions)
Earnings per share
2012
19.1
2011
20.5
2010
17.2
2009
14.3
2008
10.9
$0.082
$0.087
$0.072
$0.053
$0.043
ASX share price at 30 June
$0.92
$0.90
Market capitalisation (millions)
at 30 June
$145.4
$140.5
$0.62
$95.9
$0.41
$62.9
$0.39
$59.5
Dividend (cents per share)
6
6
5
5
5
Directors and key management personnel
The names and positions of each person who held the position of Director at any time
during the financial year is provided on pages 6 and 7 of this report. The names and positions
of other key management personnel in the consolidated group for the financial year are:
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Position
Global Consulting Director
Chief Operations Officer
Chief Financial Officer & Company Secretary
Client Services Manager
General Manager, Europe
At the end of each financial year, in the
knowledge of the financial performance of
the Group as a whole, the Remuneration
Committee assesses the performance of
each senior executive in achieving their
KPI’s. A determination is then made of the
appropriate % of each KPI to be awarded
based on the performance achieved.
The agreed KPI’s and the % subsequently
awarded are recommended by the
Remuneration Committee to the full Board
of Directors for consideration and direction.
The combination of these review processes
provides the Remuneration Committee
and the Board of Directors with a balanced
objective assessment of the performance
of the senior executive group as a whole
as well as executives individually.
Share Options issued to select senior
management as the longer term component
of a motivational performance related
package are conditional upon the group
achieving agreed financial 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
and they are excluded from participating
in the Hansen Executive Option Plan.
Service Agreements
and Contract Details
The contract of employment of the
Chief Executive Officer includes a mutual
minimum termination notice period of
6 months. The conditions of employment
for the other key management personnel
are not subject to any particular
contractual term or significant condition
other than those normally applying by
law for persons of their position in the
company and remuneration level.
13
Hansen Technologies | Annual Report 2012 | Directors' Report |
auDiteD remuneration
report (ContinueD)
Directors' and Executives Remuneration
2012
Directors
B Adams
A Hansen
K Hansen
P James
D Osborne
D Trude
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Short-term
Employee Benefits
Post
Employment
Benefits
Share
Based
Benefits
Salary
Fees
$
50,459
Cash
Bonus % Vested
Non-
monetary
$
–
%
–
Super
$
4,541
Options
Issued
$
–
Total
$
55,000
50,000
116,290
1,016,289
–
50,000
4,541
7,084
–
–
–
–
59,948
55,000
55,000
85,795
Total
Performance
Related
Options as
% of Total
%
–
39%
–
–
–
–
%
–
11%
–
–
–
–
116,166
116,290
1,327,032
30%
9%
19,816
24,770
29,233
23,119
13,745
12,050
16,066
16,066
12,050
252,049
314,153
375,964
301,170
6,426
216,877
110,683
62,658
1,460,213
226,849
178,948
2,787,245
19%
21%
18%
18%
21%
19%
24%
5%
5%
4%
4%
3%
4%
6%
$
–
–
–
–
–
–
–
–
5,853
–
–
5,853
5,853
566,972
283,027
100%
59,948
5,000
50,459
78,711
–
–
–
–
811,549
283,027
183,486
222,859
274,354
224,717
158,386
36,697
50,458
50,458
41,284
38,320
1,063,802
217,217
1,875,351
500,244
–
–
–
–
100%
100%
100%
100%
100%
14
| Remuneration Report | Hansen Technologies | Annual Report 2012
Directors' and Executives Remuneration (continued)
Short-term
Employee Benefits
Post
Employment
Benefits
Share
Based
Benefits
2011
Directors
B Adams
A Hansen
K Hansen
P James
D Osborne
D Trude
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Salary
Fees
$
39,274
Cash
Bonus % Vested
Non-
monetary
$
–
%
–
568,853
169,725
75%
73,873
46,637
39,274
8,410
–
–
–
–
776,321
169,725
165,138
201,835
259,575
215,949
160,857
18,348
36,697
36,697
36,697
16,086
1,003,354
144,525
1,779,675
314,250
–
–
–
–
100%
88%
88%
100%
50%
$
–
–
–
–
–
–
–
–
–
8,128
–
–
8,128
8,128
Super
$
3,535
50,000
–
4,197
3,535
757
62,024
16,514
21,468
25,600
21,881
10,415
Options
Issued
$
–
–
–
–
–
–
–
Total
Performance
Related
Options as
% of Total
%
–
22%
–
–
–
–
%
–
–
–
–
–
–
Total
$
42,809
788,578
73,873
50,834
42,809
9,167
1,008,070
17%
0%
10,143
10,143
10,143
10,143
210,143
270,143
340,143
284,670
5,410
192,768
95,878
45,982
1,297,867
157,901
45,982
2,305,937
14%
17%
14%
16%
11%
15%
16%
5%
4%
3%
4%
3%
4%
2%
In accordance with the remuneration policy, options granted as remuneration are subject to continuing service with the company.
Options granted as remuneration are valued at grant date in accordance with AASB 2 Share-based Payments. No options previously
granted as remuneration to key management personnel have lapsed during the year.
Compensation options: Granted and vested during the year
During the financial year the Company granted options over unissued ordinary shares to the following key management personnel of the
Company as part of their remuneration:
Vested
During
the Year
Granted
During
the Year
Grant Date
Value per option
at Grant Date
Exercise
Price
Vesting
Date
Last Exercise
Date
Terms & Conditions for each Grant
–
–
–
–
75,000
75,000
75,000
40,000
250,000
1 Dec 2011
250,000
1 Dec 2011
250,000
1 Dec 2011
75,000
2 Jul 2011
100,000
100,000
75,000
40,000
2 Jul 2011
2 Jul 2011
2 Jul 2011
2 Jul 2011
265,000
1,140,000
$0.212
$0.207
$0.201
$0.214
$0.214
$0.214
$0.214
$0.214
$0.950
$1.000
$1.050
$0.910
$0.910
$0.910
$0.910
$0.910
1 Jul 2014
1 Jul 2014
1 Jul 2014
2 Jul 2014
2 Jul 2014
2 Jul 2014
2 Jul 2014
2 Jul 2014
1 Jul 2016
1 Jul 2016
1 Jul 2016
2 Jul 2016
2 Jul 2016
2 Jul 2016
2 Jul 2016
2 Jul 2016
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
All grants of options are subject to the achievement of performance measurements for the year of issue. Subject to continuation of
employment criteria, 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. Options expire two years after vesting.
Hansen Technologies | Annual Report 2012 | Remuneration Report |
15
auDiteD remuneration
report (ContinueD)
Number of options held by Key Management Personnel
Balance
30 Jun 11
Granted as
Remuneration
Options
Exercised
Options
Forfeited
Balance
30 Jun 12
Total Exercisable Unexercisable
Vested at 30 June 2012
–
750,000
75,000
225,000
225,000
300,000
120,000
75,000
100,000
100,000
75,000
40,000
–
–
75,000
75,000
150,000
40,000
945,000
1,140,000
340,000
–
–
–
–
–
–
–
750,000
150,000
250,000
250,000
225,000
120,000
1,745,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
Value of options granted as remuneration that have been exercised or lapsed during the financial year
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
Balance
1 Jul 11
Value
Granted
Value
Exercised
Value
Lapsed
Balance
30 Jun 12
–
116,290
10,143
23,154
23,154
31,970
12,349
12,050
16,066
16,066
12,050
6,426
100,770
178,948
–
–
6,836
6,836
15,652
3,646
32,970
–
–
–
–
–
–
–
116,290
22,193
32,384
32,384
28,368
15,129
246,748
16
| Remuneration Report | Hansen Technologies | Annual Report 2012
Rounding of Amounts
The amounts contained in the report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable)
under the option available to the company under ASIC Class Order 98/0100. The company is an entity to which the Class Order applies.
Signed in accordance with a resolution of the Directors:
David Trude
Director
Melbourne
28 September 2012
Andrew Hansen
Director
Melbourne
28 September 2012
Hansen Technologies | Annual Report 2012 | Remuneration Report |
17
auDitor's
inDepenDenCe DeClaration
An independent Victorian Partnership
ABN 27 975 255 196
To the Directors of Hansen Technologies Ltd.
In relation to the independent audit for the year ended 30 June 2012, to the best of my knowledge and
belief there have been:
(i) No contraventions of the auditor independence requirements of the Corporations Act 2001; and
(ii) No contraventions of any applicable code of professional conduct
S SCHONBERG
Partner
28 September 2012
PITCHER PARTNERS
Melbourne
Liability limited by a scheme approval under Professional Standards Legislation
Pitcher Partners, including Johnston Rorke, is an association of independent firms
Melbourne | Sydney | Perth | Adelaide | Brisbane
All Independent member of Baker Tilly International
18
| Financials | Hansen Technologies | Annual Report 2012 2012 finanCial statements
anD notes
Contents
Consolidated Statement
of Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flow
20
21
22
23
Notes to the Financial Statements 24
Director's Declaration
Independent Auditor's Report
Corporate Governance
ASX Additional Information
51
52
54
64
19
Hansen Technologies | Annual Report 2012 | Financials | ConsoliDateD statement
of CompreHensive inCome
FOR YEAR ENDED 30 JUNE 2012
Revenue from continuing operations
Other revenues
Total Revenues
Employee expenses
Depreciation expense
Amortisation expense
Property and operating rental expenses
Contractor and consultant expenses
Software licence expenses
Hardware and software expenses
Travel expenses
Communication expenses
Professional expenses
Other expenses
Total expenses
Profit before income tax
Income tax expense
Profit after income tax from ongoing operations
Other comprehensive expense
Movement in carrying value of foreign entities due to currency translation
Other comprehensive expense for the year
Total comprehensive income for the year attributable to members of the parent
Basic earnings (cents) per share for continuing operations
Total basic earnings (cents) per share
Diluted earnings (cents) per share for continuing operations
Total diluted earnings (cents) per share
Note
4
4
5
5
5
5
6(b)
16(a)
Note
20
20
Consolidated Entity
2012
$'000
56,554
1,444
57,998
(27,088)
(1,527)
(1,651)
(2,578)
(950)
(389)
(2,450)
(1,443)
(653)
(758)
(1,517)
(41,004)
16,994
(4,135)
12,859
(364)
(364)
12,495
2011
$'000
57,575
2,499
60,074
(27,080)
(1,301)
(1,958)
(2,377)
(1,276)
(255)
(3,091)
(1,394)
(668)
(777)
(1,662)
(41,839)
18,235
(4,702)
13,533
(2,267)
(2,267)
11,266
Cents Per
Share
Cents Per
Share
8.2
8.2
8.1
8.1
8.7
8.7
8.6
8.6
This consolidated statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 24 to 50.
20
| Financials | Hansen Technologies | Annual Report 2012 ConsoliDateD statement
of finanCial position
AS AT 30 JUNE 2012
Current Assets
Cash and cash equivalents
Receivables
Other current assets
Total Current Assets
Non-Current Assets
Plant, equipment & leasehold improvements
Intangible assets
Deferred tax assets
Total Non-Current Assets
Total Assets
Current Liabilities
Payables
Current tax payable
Provisions
Unearned income
Total Current Liabilities
Non-Current Liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Foreign currency translation reserve
Options granted reserve
Retained earnings
Total Equity
Note
8
9
10
11
12
6
13
6
14
14
15
16(a)
16(b)
16(c)
Consolidated Entity
2012
$'000
23,967
9,208
2,662
35,837
4,554
29,593
535
34,682
70,519
2,397
1,819
5,235
3,397
2011
$'000
21,364
7,596
2,913
31,873
4,857
29,103
907
34,867
66,740
3,599
1,857
4,825
3,351
12,848
13,632
244
244
13,092
57,427
42,579
(3,038)
346
17,540
57,427
267
267
13,899
52,841
49,669
(2,674)
242
5,604
52,841
This consolidated statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 24 to 50.
21
Hansen Technologies | Annual Report 2012 | Financials | ConsoliDateD statement
of CHanges in equity
FOR YEAR ENDED 30 JUNE 2012
Note
Contributed
Equity
$'000
49,669
Balance as at 1 July 2011
Profit for the year
Movement in carrying value of foreign entities due to currency translation
16(a)
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Capital reduction
Employee share plan
Options exercised
Employee share options
Equity issued under dividend reinvestment plan
Dividends paid
15
15
15
15
7
Total transactions with owners in their capacity as owners
Balance as at 30 June 2012
15 & 16
Note
Contributed
Equity
$'000
48,715
Balance as at 1 July 2010
Profit for the year
Movement in carrying value of foreign entities due to currency translation
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Employee share plan
Options exercised
Employee share options
Equity issued under dividend reinvestment plan
Dividends paid
Total transactions with owners in their capacity as owners
15
15
15
7
Consolidated Entity
Reserves
$'000
(2,432)
–
(364)
(364)
–
–
–
104
–
–
104
(2,692)
Retained
Earnings
$'000
5,604
12,859
–
12,859
8,500
–
–
–
–
(9,423)
(923)
17,540
Consolidated Entity
Reserves
$'000
(207)
–
(2,267)
(2,267)
–
–
42
–
–
42
Retained
Earnings
$'000
1,389
13,533
–
13,533
–
–
–
–
(9,318)
(9,318)
5,604
–
–
–
(8,500)
141
194
–
1,075
–
(7,090)
42,579
–
–
–
126
88
–
740
–
954
Total
Equity
$'000
52,841
12,859
(364)
12,495
–
141
194
104
1,075
(9,423)
(7,909)
57,426
Total
Equity
$'000
49,897
13,533
(2,267)
11,266
126
88
42
740
(9,318)
(8,322)
52,841
Balance as at 30 June 2011
15 & 16
49,669
(2,432)
This consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 24 to 50.
22
| Financials | Hansen Technologies | Annual Report 2012 ConsoliDateD statement
of CasH floW
FOR YEAR ENDED 30 JUNE 2012
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Income tax paid
Net cash provided by operating activities
Cash flows from investing activities
Proceeds from sale of plant and equipment
Payment for acquisition of business
Payment for plant and equipment
Payment for capitalised development
Net cash used in investing activities
Cash flows from financing activities
Proceeds from share issue
Proceeds from options exercised
Dividends paid net of dividend re-investment
Net cash used in financing 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
Consolidated Entity
Note
17(a)
15
15
8
2012
$'000
60,719
(43,958)
1,011
(3,801)
13,971
4
–
(1,215)
(2,145)
(3,356)
141
194
(8,347)
(8,012)
2,603
21,364
23,967
2011
$'000
58,868
(44,566)
672
(4,538)
10,436
45
(839)
(2,831)
(533)
(4,158)
126
88
(8,578)
(8,364)
(2,086)
23,450
21,364
This consolidated statement of cash flow is to be read in conjunction with the notes to the financial statements set out on pages 24 to 50.
23
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements
Contents
Statement of significant
accounting policies
25
Receivables
Other current assets
33
34
Business combinations
40
Commitments and contingencies 42
Critical accounting estimates
and judgements
Financial risk management
Revenue
28
29
30
Profit from continuing operations 30
Plant, equipment and leasehold
improvements
Intangibles
Payables
Provisions
Income tax
Dividends
Cash and cash equivalents
31
33
33
Contributed equity
Reserves and retained earnings
Cashflow information
34
Earnings per share
Directors' and executives'
equity holdings
Auditors' remuneration
Related party disclosures
Parent entity information
Segment information
Subsequent events
35
35
36
37
39
40
42
43
46
47
48
49
50
24
| Financials | Hansen Technologies | Annual Report 2012 1. Statement of significant
accounting policies
The following is a summary of significant
accounting policies adopted by the
consolidated entity in the preparation and
presentation of the financial report. The
accounting policies have been consistently
applied, unless otherwise stated.
(a) Basis of preparation of
the financial report
This financial report is a general purpose
financial 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 financial report covers Hansen
Technologies Ltd and controlled entities as
a consolidated entity. Hansen Technologies
Ltd is a company limited by shares,
incorporated and domiciled in Australia.
The financial report was authorised for issue
by the Directors on 28 September 2012.
Compliance with IFRS
The consolidated financial statements
of Hansen Technologies Ltd also
comply with the International
Financial Reporting Standards
(IFRS) as issued by the International
Accounting Standards Board (IASB).
Historical Cost Convention
The financial report has been prepared
under the historical cost convention.
(b) Principles of consolidation
The consolidated financial statements
are those of the consolidated entity,
comprising the financial statements of
the parent entity and of all entities, which
the parent has the power to control the
financial and operating policies of, so as
to obtain benefits from its activities.
The financial statements of subsidiaries
are prepared for the same reporting
period as the parent entity, using
consistent accounting policies.
All inter-company balances and transactions,
including any unrealised profits or losses
have been eliminated on consolidation.
(c) Revenue
Revenue from the sale of goods is
recognised when the significant risks
and rewards of ownership of the goods
have passed to the buyer and the costs
incurred, or to be incurred, in respect
of the transaction can be measured
reliably. Risks and rewards of ownership
are considered passed to the buyer at
the time of delivery of the goods to the
customer. Revenue from rendering of
services to customers is recognised upon
delivery of the service to the customer.
Interest revenue is recognised when it
becomes receivable on a proportional
basis, taking into account the interest
rates applicable to the financial assets.
All revenue is stated net of the amount
of goods and services tax (GST).
(d) Cash and cash equivalents
Cash and cash equivalents include cash on
hand and at banks, and short term deposits
with an original maturity of six months or
less held at call with financial 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 fixed
assets are depreciated on a straight-line
basis over their estimated useful lives
commencing from the time the asset is held
ready for use. 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:
2012
2011
2.5 to 12
years
2.5 to 12
years
2.5 to 12
years
2.5 to 12
years
Plant, equipment
& leasehold
improvements:
Leased plant and
equipment:
(f) Leases
Leases are classified at their inception
as either operating or finance leases
based on the economic substance of
the agreement so as to reflect the risks
and benefits incidental to ownership.
Finance Leases
Leases of fixed assets, where substantially
all of the risks and benefits incidental
to ownership of the asset, but not the
legal ownership, are transferred to the
consolidated entity are classified as finance
leases. Finance leases are capitalised,
recording an asset and liability equal to
the present value of the minimum lease
payments, including any guaranteed
residual values. The interest expense is
calculated using the interest rate implicit in
the lease and is included in finance costs in
the statement of comprehensive income.
Leased assets are depreciated on a straight
line basis over their estimated useful
lives where it is likely the consolidated
entity will obtain ownership of the asset,
or over the term of the lease. Lease
payments are allocated between the
reduction of the lease liability and the
lease interest expense for the period.
Operating Leases
Lease payments for operating leases are
recognised as an expense on a straight
line basis over the term of the lease.
(g) Business combinations
A business combination is a transaction
or other event in which an acquirer
obtains control of one or more businesses
and results in the consolidation of the
assets and liabilities acquired. Business
combinations are accounted for by
applying the acquisition method.
25
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
The consideration transferred is determined
as the aggregate of fair values of assets
given, equity issued and liabilities
assumed in exchange for control.
Goodwill is recognised initially as
the excess over the aggregate of the
consideration transferred, the fair value
of the non-controlling interest, less
the fair value of the identifiable assets
acquired and liabilities assumed.
Acquisition related costs are expensed
as incurred.
(h) Intangibles
Goodwill
Goodwill is initially measured as described
in Note 1(g).
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, which range from
5 to 10 years. Trademarks and licences
are carried at cost less accumulated
amortisation and any impairment losses.
(i) Impairment
Assets with an indefinite useful life are
not amortised but are tested annually for
impairment in accordance with AASB 136.
Assets subject to annual depreciation or
amortisation are reviewed for impairment
whenever events or circumstances arise
that indicate that the carrying amount of
the asset may be impaired. An impairment
loss is recognised where the carrying
amount of the asset exceeds its recoverable
amount. The recoverable amount of an
asset is defined as the higher of its fair
value less costs to sell and value in use.
(j) Income tax
Current income tax expense or revenue
is the tax payable on the current period’s
taxable income based on the applicable
income tax rate adjusted by changes
in deferred tax assets and liabilities.
Deferred tax assets and liabilities are
recognized for temporary differences
at the applicable tax rates when the
assets are expected to be recovered or
liabilities settled. No deferred tax asset
or liability is recognised in relation to
temporary differences if they arose in
a transaction, other than a business
combination, that at the time of the
transaction did not affect either accounting
profit or taxable profit or loss.
Research and Development
Deferred tax balances
Expenditure on research activities is
recognised as an expense when incurred.
Expenditure on development activities is
capitalised only when technical feasibility
studies demonstrate that the project will
deliver future economic benefits and
these benefits can be measured reliably.
Capitalised development expenditure is
stated at cost less accumulated amortisation.
Amortisation is calculated using a straight-
line method to allocate the cost of the
intangible asset over a five year period
(or earlier if the development project
is abandoned), commencing when the
intangible asset is available for use.
Other development expenditure is
recognised as an expense when incurred.
Deferred tax assets are recognised
for deductible temporary differences
and unused tax losses only if 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 entity
in the tax-consolidated group contributes
to the income tax payable in proportion
to their contribution to the net profit
before tax of the tax consolidated group.
(k) Provisions
Provisions are recognised when the
consolidated entity has a legal or
constructive obligation, as a result of past
events, for which it is probable that an
outflow of economic benefits will result and
that outflow can be reliably measured.
(l) Employee benefits
Liabilities arising in respect of wages and
salaries, annual leave, long service leave
and any other employee benefits expected
to be settled within twelve months of
the reporting date are measured at their
nominal amounts based on remuneration
rates which are expected to be paid when
the liability is settled. All other employee
benefit liabilities are measured at the present
value of the estimated future cash outflow
to be made in respect of services provided
by employees up to the reporting date.
Defined contribution superannuation plan
The consolidated entity makes contributions
to defined contribution superannuation
plans in respect of employee services
rendered during the year. These
superannuation contributions are
recognised as an expense in the same period
when the employee services are received.
Share-based payments
The consolidated entity operates an
employee share option plan and an
employee share scheme. The fair value of
the equity to which employees become
entitled is measured at grant date and
recognised as an expense over the vesting
period, with a corresponding increase to
an equity account. The fair value of shares
is ascertained as the market bid price at
grant date. The number of shares and
options expected to vest is reviewed and
adjusted at each reporting date such that
26
| Financials | Hansen Technologies | Annual Report 2012 the amount recognised for services received
as consideration for the equity instruments
granted shall be based on the number of
equity instruments that eventually vest.
(m) Financial instruments
Classification
The consolidated entity classifies its financial
instruments in the following categories:
loans and receivables and financial liabilities.
The classification depends on the purpose
for which the instruments were acquired.
Management determines the classification of
its financial instruments at initial recognition.
Loans and Receivables
Loans and receivables are measured
at fair value at inception and
subsequently at amortised cost using
the effective interest rate method.
Financial Liabilities
Financial liabilities include trade payables,
other creditors and loans from third parties.
(n) Foreign currencies
translations and balances
Functional and presentation currency
The financial statements of each entity
within the consolidated group are
measured using the currency of the primary
economic environment in which that
entity operates. The consolidated financial
statements are presented in Australian
dollars which is the consolidated entity’s
functional and presentation currency.
Transactions and Balances
Transactions in foreign currencies
of entities within the consolidated
group are translated into functional
currency at the rate of exchange ruling
at the date of the transaction.
Foreign currency monetary items that are
outstanding at the reporting date (other
than monetary items arising under foreign
currency contracts where the exchange
rate for that monetary item is fixed in the
contract) are translated using the spot
rate at the end of the financial year.
All resulting exchange differences arising on
settlement or re-statement are recognised as
revenues and expenses for the financial year.
Entities that have a functional
currency different to the 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.
Exchange differences arising on the
reduction of a foreign subsidiary's
equity, continues to be recognised in
the group's foreign currency translation
reserve until such time that the
foreign subsidiary is disposed of.
(o) Goods and services
tax (GST)
Revenues, expenses and assets are
recognised net of the amount of GST,
except where the amount of GST incurred
is not recoverable from the Tax Office. In
these circumstances the GST is recognised
as part of the acquisition of the asset or as
part of an item of the expense. Receivables
and payables in the statement of financial
position are shown inclusive of GST.
Cashflows are presented in the statement
of cashflows on a gross basis, except
for the GST component of investing
and financing activities, which are
disclosed as operating cashflows.
(p) Comparatives
Where necessary, comparative information
has been reclassified and repositioned for
consistency with current year disclosures.
(q) Rounding amounts
The parent entity and the consolidated
entity have applied the relief available
under ASIC Class Order CO 98/0100
and accordingly, amounts in the
consolidated financial statements and
the Directors' report have been rounded
off to the nearest thousand dollars, or
in certain cases, to the nearest dollar.
(r) New accounting standards
and interpretations
The following standards and interpretations
have been issued at the reporting date
but are not yet effective. The directors’
assessment of the impact of these
standards and interpretations is set out
below. The consolidated entity does
not expect to adopt any of these new
standards before their operative date.
(i) AASB 9 Financial Instruments, AASB
2009-11 Amendments to Australian
Accounting Standards arising from
AASB 9 and AASB 2010-7 Amendments
to Australian Accounting Standards
arising from AASB 9 (December
2010) (effective 1 January 2013)
AASB 9 Financial Instruments improve and
simplify the approach for classification
and measurement of financial assets
compared with the requirements of
AASB 139. AASB 9 only permits the
recognition of fair value gains and losses
in other comprehensive income for
equity investments that are not held
for trading. In the current reporting
period, the group recognised $0 in other
comprehensive income in relation to the
movements in the fair value of available
for sale financial assets, which are not
held for trading. The consolidated entity
does not have any financial liabilities
that are designated at fair value through
profit or loss, therefore there will be
no impact on the consolidated entity’s
accounting for financial liabilities.
27
Hansen Technologies | Annual Report 2012 | Financials |
notes to tHe
finanCial statements (ContinueD)
(ii) AASB 10 Consolidated Financial
Statements, AASB 11 Joint Arrangements,
AASB 12 Disclosure of Interests in Other
Entities (effective 1 January 2013)
AASB 10 replaces all of the guidance on
control and consolidation in AASB 127
and Interpretation 12 Consolidation –
Special Purpose Entities, fundamentally
changing the way control is defined for
the purpose of identifying those entities
to be included in the consolidated
financial statements. It focuses on the
need to have power over the investee,
rights or exposure to variable returns
and ability to use the power to affect
the amount of its returns. The core
principle that a consolidated entity
presents a parent and its subsidiaries
as if they are a single economic
entity remains unchanged, as do
the accounting for consolidation.
AASB 11 focuses on what rights and
obligations are shared between parties.
If the parties share the right to the
net assets of the joint arrangement,
these parties are parties to a joint
venture. A joint venturer accounts for
an investment in the arrangement
using the equity method, and the
choice to proportionately consolidate
will no longer be permitted. If the
parties share the right to the separate
assets and obligations for the
liabilities of the joint arrangement,
these parties are parties to a joint
operation. A joint operator accounts
for assets, liabilities and corresponding
revenues and expenses arising from
the arrangement by recognising
their share of interest in each item.
AASB 12 sets new minimum disclosures
requirements for entities reporting under
the two new standards, AASB 10 and
AASB 11, and replaces the disclosure
requirements currently found in AASB
127 and AASB 128. Application of
this standard requires extensive new
disclosures regarding the nature of risk
associated with the entity’s interest in
other entities and the effect of those
interests on its financial position,
financial performance and cash flows.
While the consolidated entity does
not expect AASB 10, AASB 11 and
AASB 12 to have a significant impact
on its composition, it has yet to
perform a detailed analysis of the
new guidance in the context of its
various investees that may or may not
be controlled under the new rules.
(iii) AASB 13 Fair Value Measurement and
AASB 2011-8 Amendments to Australian
Accounting Standards arising from
AASB 13 (effective 1 January 2013)
AASB 13 explains how to measure fair
value and aims to enhance fair value
disclosures. The consolidated entity
has yet to determine which, if any, of
its current measurement techniques
will have to change as a result of the
new guidance. It is therefore not
possible to state the impact, if any, of
the new rules on any of the amounts
recognised in the financial statements
and notes to the statements.
Other standards and interpretations
have been issued at the reporting date
but are not yet effective. When adopted,
these standards and interpretations
may impact on the financial information
presented however the assessment of
impact has not yet been completed.
2. Critical accounting estimates and judgements
The group makes certain estimates and
assumptions concerning the future which,
by definition, will seldom represent actual
results. Estimates and assumptions based
on future events have a significant inherent
risk and where future events are not as
anticipated there could be a material
impact on the carrying amounts of the
assets and liabilities 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 flow projection calculations based
on management’s determination of
budgeted cash flow projections and
gross margins, past performance and its
expectation for the future. Given the long
term income generating nature of the
intangible assets, the valuation applies a
discounted value to cash flow over a five
year period, plus a terminal value at the
end of the period. In respect of this fiscal
year, a 14.50% weighted cost of capital
discount rate has been applied. The growth
rates utilised vary by business unit from
zero to a maximum of 10% per annum.
(b) Income tax
Income tax benefits are based on the
assumption that no adverse change
will occur in the income tax legislation
and the anticipation that the group
will derive sufficient future assessable
income to enable the benefit to be
realised and comply with the conditions
of deductibility imposed by the law.
There has been significant expenditure on
research and development of the group's
billing software in the 2012 year. Returns
are expected to be derived from this
investment over coming years. Recognition
of carried forward losses is based upon
the probable future profits of the group.
c) Research and development
Development costs incurred are assessed
for each research and development project
and a percentage of the expenditure is
capitalised when technical feasibility
studies demonstrate that the project will
deliver future economic benefits and
these benefits can be measured reliably.
28
| Financials | Hansen Technologies | Annual Report 2012
3. Financial Risk Management
The consolidated entity is exposed to a
variety of financial risks comprising:
(a) Interest rate risk
(b) Credit risk
(c) Liquidity and foreign exchange risk
(d) Fair values
Financial
Instruments
2012 Financial assets
Cash and cash equivalents
Receivables
Other current assets
Financial liabilities
Payables
2011 Financial assets
Cash and cash equivalents
Receivables
Other current assets
Financial liabilities
Payables
The Board of Directors has overall
responsibility for identifying and managing
operational and financial risks.
(a) Interest rate risk
Interest rate risk is the risk that the fair
value or future cashflows of a financial
Consolidated Entity
instrument will fluctuate as a result of
changes in market interest rates.
The consolidated entity's exposure to
interest rate risks in relation to future cash
flows and the effective weighted average
interest rates on classes of financial assets
and financial liabilities is as follows:
Note
Interest
Bearing
Non-interest
Bearing
Total Carrying
Amount
Weighted
Avg. Effective
Interest rate
Fixed/Variable
Rate
$'000
$'000
$'000
%
4.59%
fixed & variable
5.33%
fixed & variable
8
9
10
13
8
9
10
13
23,967
–
–
–
9,208
2,662
23,967
11,870
–
–
21,364
–
–
2,397
2,397
–
7,596
2,913
21,364
10,509
–
–
3,599
3,599
23,967
9,208
2,662
35,837
2,397
2,397
21,364
7,596
2,913
31,873
3,599
3,599
(b) Credit risk exposures
Credit risk is the risk that one party to a financial
instrument will cause a financial loss for the
other party by failing to discharge an obligation.
The maximum exposure to credit risk,
excluding the value of any collateral or other
security at balance date of recognised
financial assets, is the carrying amount of
those assets net of any provisions for
impairment of those assets, as disclosed in
the consolidated statement of financial
position and notes to the consolidated
financial statements.
Credit risk for derivative financial instruments
arises from the potential failure by
counterparties to the contract to meet their
obligations. The credit risk exposure to
forward exchange contracts is the net fair
value of these contracts.
The consolidated entity does not have any
material credit risk exposure to any single
debtor or group of debtors under financial
instruments entered into by the consolidated
entity.
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 60% (2011:
62%), Finance Sector 0% (2011: 5%),
Telecommunications 33% (2011: 22%)
and Other 7% (2011: 11%).
(c) Liquidity and foreign exchange risk
Liquidity risk is the risk that an entity will
encounter difficulty in meeting obligations
associated with financial liabilities.
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 financial assets and financial
liabilities approximates their carrying
amounts as disclosed in the consolidated
statement of financial position and notes to
the consolidated financial statements.
29
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
4. Revenue
Revenues from continuing operations
Revenue from sale of goods and services
Other income
From operating activities
Interest received
Net foreign exchange gains
Other income
Total other revenues
Total revenue from continuing operations
5. Profit from continuing operations
Consolidated Entity
2012
$'000
56,554
56,554
1,043
246
155
1,444
57,998
2011
$'000
57,575
57,575
953
1,459
87
2,499
60,074
Consolidated Entry
Note
2012
$'000
2011
$'000
Profit from continuing operations before income tax has been determined after the following specific expenses:
11
12
12
24,874
2,110
104
27,088
1,527
1,527
394
1,257
1,651
2,578
2,578
25,054
1,984
42
27,080
1,301
1,301
374
1,584
1,958
2,377
2,377
Employee benefit expenses
Wages and salaries
Superannuation costs
Share based payments
Total employee benefit expenses
Depreciation of non-current assets
Plant, equipment & leasehold improvements
Total depreciation of non-current assets
Amortisation of non-current assets
Patents, contracts & software
Research and development
Total amortisation of non-current assets
Property and operating rental expenses
Rental charges
Total property and operating rental expenses
30
| Financials | Hansen Technologies | Annual Report 2012 6. Income tax
(a) Components of income tax expense:
Current tax
Deferred tax
Under / (over) provision in prior years
Total Income tax expense
(b) Prima facie tax payable
Consolidated Entity
2012
$'000
4,869
372
(1,106)
4,135
2011
$'000
5,010
(167)
(141)
4,702
The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows:
Prima facie income tax payable on profit before income tax at 30%
5,098
5,470
Add/(less) tax effect of:
Research and development allowances
Non-deductible share based payments
Current year losses not brought to account
Losses brought forward
Under / (over) provision in prior years
NZ deferred research and development expenditure utilised
NZ deferred research and development expenditure recognised
Gain on foreign exchange assessable/(non assessable)
Other non-allowable items
Income tax expense attributable to profit
(c) Current tax liability
Current tax relates to the following:
Current tax liabilities / (assets)
Opening balance
Prior year under / (over) provision
Income tax
Tax payments
(448)
31
–
(154)
(1,106)
–
–
700
14
(200)
13
139
–
(141)
(133)
(202)
(754)
510
4,135
4,702
1,857
(1,106)
4,869
(3,801)
1,819
1,526
(141)
5,010
(4,538)
1,857
31
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
(d) Deferred tax
Deferred tax relates to the following:
Deferred tax assets balance comprises:
Difference in depreciation and amortisation of plant and equipment for accounting and income tax purposes
Other payables
Employee benefits
Deferred tax liabilities balance comprises:
Research and development expenditure capitalised
Other income not yet assessable
Net deferred tax
(e) Deferred income tax (revenue) / expense included in income tax expense comprises:
Increase in deferred tax assets
Decrease / (increase) in deferred tax liabilities
(f) Deferred tax assets not brought to account
Gross capital losses
Gross operating losses
Consolidated Entity
2012
$'000
2011
$'000
14
259
1,453
1,726
(1,097)
(94)
(1,191)
535
15
358
373
5,453
3,481
8,934
11
334
1,396
1,741
(831)
(3)
(834)
907
(553)
386
(167)
5,453
3,635
9,088
32
| Financials | Hansen Technologies | Annual Report 2012 7. Dividends
A 3 cent per share fully franked final dividend was declared on 24 August 2012.
The amount declared has not been recognised as a liability in the accounts of Hansen Technologies Ltd as at 30 June 2012.
Dividends provided for or paid during the year
- 3 cent per share final dividend paid 27 September 2011
- 3 cent per share final dividend paid 27 September 2010
- 3 cent per share interim dividend paid 28 March 2012
- 3 cent per share interim dividend paid 28 March 2011
Proposed dividend not recognised at the end of the year
Dividend franking account
Consolidated Entity
2012
$'000
4,701
4,722
9,423
4,759
2011
$'000
4,653
4,665
9,318
4,701
30% franking credits, on a tax paid basis, are available to shareholders of Hansen Technologies Ltd
for subsequent financial years
2,277
1,154
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 sufficient available profits to declare dividends.
8. Cash and cash equivalents
Current
Cash at bank and on hand
Interest bearing deposits
9. Receivables
Current
Trade receivables
Less: provision for impairment
Sundry debtors
Consolidated Entity
2012
$'000
4,709
19,258
23,967
2011
$'000
2,360
19,004
21,364
Consolidated Entity
2012
$'000
9,077
(6)
9,071
137
9,208
2011
$'000
7,256
–
7,256
340
7,596
33
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
Impairment
2011
$'000
Gross
2012
$'000
7,193
809
818
257
9,077
Impairment
2012
$'000
7,193
809
818
251
9,071
Gross
2011
$'000
5,643
984
323
306
7,256
5,643
984
323
306
7,256
2011
$'000
1,560
1,353
2,913
Consolidated Entity
2012
$'000
1,125
1,537
2,662
Consolidated Entity
2012
$'000
18,358
(13,804)
4,554
2011
$'000
17,068
(12,211)
4,857
Consolidated Entity
2012
$'000
4,857
1,215
(3)
(1,527)
12
4,554
2011
$'000
3,441
2,831
(38)
(1,301)
(76)
4,857
Trade and other receivables ageing analysis at 30 June is:
Not past due
Past due 31-60 days
Past due 61-90 days
Past due more than 91 days
10. Other current assets
Current
Prepayments
Accrued revenue
11. Plant, equipment & leasehold improvements
Plant, equipment & leasehold improvements at cost
Accumulated depreciation
Reconciliation
Reconciliation of the carrying amounts of plant, equipment & leasehold
improvements at the beginning and end of the current financial year.
Plant, equipment & leasehold improvements
Carrying amount at 1 July
Additions
Disposals
Depreciation expense
Net foreign currency movements arising from foreign operations
Carrying amount at 30 June
34
| Financials | Hansen Technologies | Annual Report 2012 12. Intangibles
Goodwill, patents & contracts at cost
Accumulated amortisation & impairment
Software development at cost
Accumulated amortisation
Total intangible assets
Reconciliation of goodwill, patents & contracts at cost
Carrying amount at 1 July
Increase due to acquisition
Carrying amount at 30 June
Accumulated amortisation & impairment at beginning of year
Amortisation of patents & contracts
Amortisation adjustment
Accumulated amortisation & impairment at end of year
Reconciliation of software development at cost
Carrying amount at 1 July
Expenditure capitalised in current period
Carrying amount at 30 June
Accumulated amortisation at beginning of year
Current year charge
Accumulated amortisation at end of year
13. Payables
Current
Trade payables
Other payables
Consolidated Entity
2012
$'000
31,965
(6,027)
25,938
27,402
(23,747)
3,655
29,593
31,965
–
31,965
(5,629)
(394)
(4)
(6,027)
25,257
2,145
27,402
(22,490)
(1,257)
(23,747)
2011
$'000
31,965
(5,629)
26,336
25,257
(22,490)
2,767
29,103
28,928
3,037
31,965
(5,249)
(374)
(6)
(5,629)
24,724
533
25,257
(20,906)
(1,584)
(22,490)
Consolidated Entity
2012
$'000
613
1,784
2,397
2011
$'000
921
2,678
3,599
35
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
14. Provisions
Current
Employee benefits
Onerous lease
Other
Non-current
Employee benefits
Onerous lease
Other
(a) Aggregate employee benefits liability
(b) Number of employees at year end
Reconciliations
Movements in provisions other than employee benefits:
Provisions Onerous Lease - current
Carrying amount at beginning of year
Provisions released during the year
Carrying amount at end of year
Provisions onerous lease - non current
Carrying amount at beginning of year
Provisions released during the year
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
Other - non-current
Carrying amount at beginning of year
Provisions made during the year
Foreign exchange adjustment
Carrying amount at end of year
36
Consolidated Entity
2012
$'000
5,106
–
129
5,235
222
–
22
244
5,328
267
150
(150)
–
–
–
–
68
61
129
21
–
1
22
2011
$'000
4,607
150
68
4,825
246
–
21
267
4,853
256
378
(228)
150
185
185
–
49
19
68
–
21
–
21
| Financials | Hansen Technologies | Annual Report 2012 15. Contributed equity
a) Issued and paid up capital - Ordinary shares, fully paid
b) Movements in shares on issue
Balance at beginning of the financial year
Shares issued under dividend reinvestment plan
Shares issued under employee share plan
Options exercised
Capital reduction*
Consolidated Entity
2012
$'000
42,579
2011
$'000
49,669
Consolidated Entity
2012
No. of Shares
2012
$'000
2011
No. of Shares
2011
$'000
156,197,163
1,192,677
152,280
530,000
49,669
1,075
141
194
–
(8,500)
154,836,901
48,715
885,276
139,986
335,000
–
740
126
88
–
Balance at end of the financial year
158,072,120
42,579
156,197,163
49,669
* In a Draft Fact Sheet dated 21 June 2011, the Australian Taxation Office created uncertainty with regard to the application of franking credits for a dividend paid
out of current year profits where the company also held prior year retained losses. To remove any uncertainty on this issue the parent entity of the Hansen group
undertook in August 2011 a Section 258F Capital reduction, offsetting $8.5 million of Share Capital against historical retained losses. This capital reduction does
not change the number of shares nor affect the shareholding in Hansen of any shareholder.
c) Rights of each type of share
Ordinary shares participate in dividends
and the proceeds on winding up of the
parent entity in proportion to the number
of shares held. At shareholders meetings
each ordinary share is entitled to one vote
when a poll is called.
d) Share options
Employee share option plan
The Employee Share Option Plan ('the Plan')
was first approved by shareholders at the
Company's annual general meeting on
9 November 2001 and reaffirmed at the
AGM on 24 November 2011.
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,
but excluding non-executive Directors.
Options will be issued free of charge,
unless the Board determines otherwise.
Each option is to subscribe for one ordinary
share and, when issued, the shares will rank
equally with other shares. The options are
not transferable. Quotation of the options
on the ASX will not be sought, but the
Company will apply to the ASX for official
quotation of shares issued on the exercise
of options. Options may be granted subject
to conditions specified by the Board which
must be satisfied before the option can
be exercised.
Unless the terms on which an option was
offered specified otherwise, an option may
be exercised at any time after the vesting
date. An option may also be exercised in
special circumstances, that is, at any time
within six months after the employee's
death, total and permanent disablement,
retirement or retrenchment. An option
lapses 28 days after termination of the
employee's employment with the Company
and, unless the terms of the offer of the
option specify otherwise, lapses five years
after the date upon 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.
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 reflect the diluting effect of the issue.
If there is any reorganisation of the
capital of the Company, the exercise
price of the options will be adjusted
in accordance with the Listing Rules.
Since the end of the financial year 785,000
(2011: 1,575,000) share options have
been granted under this scheme.
37
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
Options issued and not yet exercised at 30 June:
Exercise
Date
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
Grant Date
Consolidated 2012
1 July 2007
1 July 2008
1 July 2009
1 July 2010
1 July 2010
1 July 2012
1 July 2011
1 July 2013
1 July 2012
1 July 2014
1 July 2013
1 July 2015
1 January 2011
1 January 2014
1 January 2016
2 July 2011
2 July 2014
2 July 2016
1 December 2011
1 July 2014
1 July 2016
1 December 2011
1 July 2014
1 July 2016
1 December 2011
1 July 2014
1 July 2016
2 December 2011
2 July 2013
2 July 2015
2 December 2011
2 July 2014
2 July 2016
$0.265
$0.390
$0.410
$0.580
$0.750
$0.910
$0.950
$1.000
$1.050
$0.910
$0.910
105,000
540,000
570,000
605,000
75,000
–
–
–
–
–
–
–
–
–
–
–
745,000
250,000
250,000
250,000
40,000
40,000
105,000
–
–
425,000
115,000
115,000
–
–
–
–
–
–
–
–
–
570,000
605,000
75,000
745,000
250,000
250,000
250,000
40,000
40,000
–
–
–
–
–
–
–
–
–
Total
1,895,000
1,575,000
530,000
2,940,000
115,000
Exercise
Date
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
Grant Date
Consolidated 2011
1 July 2007
1 July 2008
1 July 2009
1 July 2010
1 July 2010
1 July 2012
1 July 2011
1 July 2013
1 July 2012
1 July 2014
1 July 2013
1 July 2015
$0.265
$0.390
$0.410
$0.580
$0.750
440,000
540,000
610,000
–
–
–
–
–
680,000
75,000
335,000
105,000
105,000
–
540,000
40,000
75,000
570,000
605,000
–
75,000
–
–
–
–
1 January 2011
1 January 2014
1 January 2016
Total
1,590,000
755,000
450,000
1,895,000
105,000
Employee share plan
The Employee Share Plan ("ESP") was
approved by shareholders at the
Company's annual general meeting
on 9 November 2001.
The ESP is available to all eligible employees
to acquire ordinary shares in the Company.
Shares to be issued or transferred under the
ESP will be valued at the volume weighted
average share price of shares traded on
the ASX in the ordinary course of trading
during the five business days immediately
preceding the day the shares are issued
or transferred to qualifying employees
or participants.
The Board has discretion as to how the
shares are to be issued or transferred to
participants. Such shares may be acquired
on or off market or the Company may allot
shares or they may be obtained by any
combination of the foregoing.
On application, employees pay no
application monies. The amount of the
consideration to be provided by qualifying
employees to acquire the shares can be
foregone from future remuneration
(before tax).
To qualify, employees must be full-time or
permanent part-time employees of the
Company or any subsidiary of the
Company.
Shares issued under the ESP will rank
equally in all respects with all existing
shares from the date of allotment.
A participant must not sell, transfer or
otherwise dispose of any shares issued or
transferred to the participant under the
ESP until the earlier of:
(a) the end of the period of 3 years (or if a
longer period is specified by the Board
in the offer, the end of that period)
commencing on the date of the issue or
transfer of the shares to the participant;
and
(b) the date on which the participant is no
longer employed by the Company or a
related body corporate of the Company.
38
| Financials | Hansen Technologies | Annual Report 2012 Details of the movement in employee shares under the ESP are as follows:
Number of shares at beginning of year
Number of shares distributed to employees
Number of shares transferred to main share registry and/or disposed of
Number of shares at year end
Consolidated Entity
2012
No of Shares
2011
No of Shares
598,273
152,280
(312,045)
438,508
828,845
139,986
(370,558)
598,273
The consideration for the shares issued on 16 May 2012 was $0.925 (8 April 2011: $0.90).
The amounts recognised in the financial statements of the consolidated entity and the Company in relation to the ESP during the year were:
Current receivables
Issued ordinary share capital
Consolidated Entity
2012
$'000
35
141
2011
$'000
32
126
The market value of ordinary Hansen Technologies Ltd shares closed at $0.92 on 30 June 2012 ($0.90 on 30 June 2011).
16. Reserves and retained earnings
Foreign currency translation reserve
Options granted reserve
Retained earnings
(a) Foreign currency translation reserve
This reserve is used to record the exchange differences arising on translation of a foreign entity.
Movements in reserve
Balance at beginning of year
Adjustment to carrying value of overseas interests due to currency fluctuation
Balance at end of year
(b) Options granted reserve
This reserve is used to record the fair value of options issued to employees as part of their remuneration.
Movements in reserve
Balance at beginning of year
Value of options granted during the year
Balance at end of year
(c) Retained earnings
Balance at the beginning of year
Dividends paid during the year
Capital reduction
Net profit attributable to members of Hansen Technologies Ltd
Balance at end of year
Consolidated Entry
Note
16 (a)
16 (b)
16 (c)
15(b)
2012
$'000
(3,038)
346
17,540
(2,674)
(364)
(3,038)
242
104
346
5,604
(9,423)
8,500
12,859
17,540
2011
$'000
(2,674)
242
5,604
(407)
(2,267)
(2,674)
200
42
242
1,389
(9,318)
–
13,533
5,604
39
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
17. Cash flow information
(a) Reconciliation of the net profit after tax to net cash flows from operations
Net profit from ordinary activities after income tax
Add / (less) items classified as investing / financing activities:
(Profit) / loss on sale of non-current assets
Add / (less) non-cash items:
Amortisation and depreciation
Unrealised foreign exchange
Net cash provided by operating activities before change in assets and liabilities
Changes in assets and liabilities
(Increase) / decrease in trade receivables
(Increase) / decrease in sundry debtors and other assets
Increase / (decrease) in trade payables
Increase / (decrease) in other creditors and accruals
Increase / (decrease) in provisions
(Increase) / decrease in deferred taxes
Increase / (decrease) in income tax payable
Increase / (decrease) in reserves
Net cash provided by operating activities
(b) Reconciliation of cash
Cash at bank
18. Business combinations
Consolidated Entity
2012
$'000
2011
$'000
12,859
13,533
(4)
(7)
3,178
(226)
15,807
(1,644)
323
(566)
(411)
387
373
(38)
(260)
13,971
3,259
(1,885)
14,900
582
(96)
(751)
(2,427)
(46)
168
331
(2,225)
10,436
23,967
21,364
a) The company acquired 100% of the share capital of NirvanaSoft Inc., with the effective date being 1 November 2010.
Consolidated Entity
2012
$'000
–
–
–
–
–
2011
$'000
839
500
1,339
(94)
1,245
Consideration
Cash Paid
Cash Payable
Total Acquisition Cost
Less Cash Acquired
Payment for Acquisition of Business
40
| Financials | Hansen Technologies | Annual Report 2012 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 contracts
Goodwill
Net Intangibles
Consolidated Entity
2012
$'000
2011
$'000
–
–
–
–
–
–
–
–
94
897
12
1,003
2,571
130
2,701
(1,698)
3,037
152
458
2,427
3,037
Goodwill arose on the acquisition of NirvanaSoft Inc. due to the combination of the consideration paid for the business and the negative net
assets acquired, less values attributed to other intangibles in the form of tradenames and customer relationships.
b) Revenue and profit / (loss) of NirvanaSoft Inc. included in consolidated results of the group since acquisition
Total revenue
Loss after income tax
2012
$'000
3,140
(192)
2011
$'000
1,973
(271)
41
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
19. Commitments and contingencies
Lease expenditure commitments
Operating leases (non-cancellable):
Not later than one year
Later than one year and not later than five years
Later than five years
Aggregate lease expenditure contracted for at reporting date
Operating leases (non-cancellable)
Consolidated Entity
2012
$'000
2011
$'000
1,474
1,651
–
3,125
761
1,553
–
2,314
The consolidated entity leases property under non-cancellable operating leases expiring from one to five 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.
20. Earnings per share
Reconciliation of earnings used in calculating earnings per share:
Basic earnings - ordinary shares
Diluted earnings - ordinary shares
Weighted average number of ordinary shares used in calculating basic earnings per share:
Number for basic earnings per share - ordinary shares
Number for diluted earnings per share - ordinary shares
Basic earnings (cents) per share from continuing operations
Total basic earnings (cents) per share
Diluted earnings (cents) per share from continuing operations
Total diluted earnings (cents) per share
Classification of securities as potential ordinary shares
Consolidated Entity
2012
$'000
12,859
12,859
2011
$'000
13,533
13,533
2012
No. shares
2011
No. shares
157,250,861
155,501,046
159,837,337
157,356,374
Cents per
share
Cents per
share
8.2
8.2
8.1
8.1
8.7
8.7
8.6
8.6
The securities that have been classified as potential ordinary shares and included in diluted earnings per share only, are options outstanding
under the Employee Share Option Plan.
42
| Financials | Hansen Technologies | Annual Report 2012 21. Directors' and executives' equity holdings
a) Compensation Options: granted and vested during the year:
During the financial year the Company granted options over unissued ordinary shares to the following key management personnel of the
Company as part of their remuneration:
2012
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
2011
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
Vested
During
the Year
Granted
During
the Year
Value per
Option
at Grant Date
Grant Date
Exercise
Price
Vesting
Date
Last
Exercise
Date
Terms & Conditions for each Grant
–
–
–
–
75,000
75,000
75,000
40,000
250,000
250,000
250,000
75,000
100,000
100,000
75,000
40,000
1 Dec 11
1 Dec 11
1 Dec 11
2 Jul 11
2 Jul 11
2 Jul 11
2 Jul 11
2 Jul 11
265,000
1,140,000
$0.212
$0.207
$0.201
$0.214
$0.214
$0.214
$0.214
$0.214
$0.950
$1.000
$1.050
$0.91
$0.91
$0.91
$0.91
$0.91
1 Jul 14
1 Jul 14
1 Jul 16
1 Jul 16
1 Jul 14
1 Jul 16
2 Jul 14
2 Jul 16
2 Jul 14
2 Jul 16
2 Jul 14
2 Jul 16
2 Jul 14
2 Jul 16
2 Jul 14
2 Jul 16
Vested
During
the Year
Granted
During
the Year
Value per
Option
at Grant Date
Grant Date
Exercise
Price
Vesting
Date
Last
Exercise
Date
Terms & Conditions for each Grant
–
–
75,000
75,000
75,000
–
–
75,000
75,000
75,000
75,000
40,000
225,000
340,000
1 Jul 10
1 Jul 10
1 Jul 10
1 Jul 10
1 Jul 10
$0.135
$0.135
$0.135
$0.135
$0.135
$0.58
$0.58
$0.58
$0.58
$0.58
1 Jul 13
1 Jul 15
1 Jul 13
1 Jul 15
1 Jul 13
1 Jul 15
1 Jul 13
1 Jul 15
1 Jul 13
1 Jul 15
43
Hansen Technologies | Annual Report 2012 | Financials |
notes to tHe
finanCial statements (ContinueD)
b) Number of options held by key management personnel:
2012
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
2011
Directors
A Hansen
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
Balance
30 Jun 11
Granted as
Remuneration
Options
Exercised
Options
Forfeited
Balance
30 Jun 12
Total Exercisable
Unexercisable
Vested at 30 June 2012
–
750,000
75,000
225,000
225,000
300,000
120,000
75,000
100,000
100,000
75,000
40,000
–
–
75,000
75,000
150,000
40,000
945,000
1,140,000
340,000
–
–
–
–
–
–
–
750,000
150,000
250,000
250,000
225,000
120,000
1,745,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Balance
30 Jun 10
Granted as
Remuneration
Options
Exercised
Options
Forfeited
Balance
30 Jun 11
Total Exercisable
Unexercisable
Vested at 30 June 2012
–
–
225,000
225,000
225,000
80,000
–
75,000
75,000
75,000
75,000
40,000
–
–
75,000
75,000
–
–
755,000
340,000
150,000
–
–
–
–
–
–
–
–
75,000
225,000
225,000
–
–
–
–
–
–
–
–
300,000
75,000
75,000
120,000
–
–
945,000
75,000
75,000
–
–
–
–
–
–
–
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
2 July 2016. 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 39%,
a continuously compounding risk free interest rate of 5.58%,
a probability factor for the likelihood of the options being exercised based on historical trends of 75%, and
compared the issue price ($0.91 cents per share) with the market price on day of issue ($0.91 cents per share), to
determine a weighted average fair value for the options issued as at grant date of $0.214 cents per option.
44
| Financials | Hansen Technologies | Annual Report 2012 c) Number of shares held by key management personnel:
2012
Directors
B Adams
A Hansen
K Hansen
P James
D Osborne
D Trude
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
2011
Directors
B Adams
A Hansen
K Hansen
P James
D Osborne
D Trude
Executives
M Benne
C Hunter
G Lister
D Meade
S Weir
Total
Balance
30 Jun 11
Received as
Remuneration
Options
Exercised
Net Change
Other
Balance
30 Jun 12
150,000
2,777
92,610,336
–
311,754
–
14,603
505,332
1,134,949
2,773
–
94,732,524
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
75,000
75,000
150,000
40,000
340,000
–
–
4,975
–
21,136
40,000
1,080
2,777
–
(148,920)
1,214
150,000
2,777
92,615,311
–
332,890
40,000
15,683
583,109
1,209,949
3,853
41,214
(77,738)
94,994,786
Balance
30 Jun 10
Received as
Remuneration
Options
Exercised
Net Change
Other
Balance
30 Jun 11
215,520
5,846,174
93,784,600
–
289,564
–
25,292
429,158
1,059,949
4,439
–
101,654,696
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
75,000
75,000
–
–
(65,520)
(5,843,397)
150,000
2,777
(1,174,264)
92,610,336
–
22,190
–
(10,689)
1,174
–
(1,666)
–
–
311,754
–
14,603
505,332
1,134,949
2,773
–
150,000
(7,072,172)
94,732,524
45
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
22. Auditor's remuneration
Audit services:
Amounts received or due and receivable by the auditors of the company for:
Australia
- an audit and review of the financial report of the entity and any other entity in the consolidated entity
Overseas Firms
- audit and review of financial reports
Other financial services:
Australia
- income tax services
- other tax services
Overseas Firms
- income tax services
- other tax services
Consolidated Entity
2012
$'000
2011
$'000
265
29
294
61
21
82
8
2
10
92
208
88
296
33
15
48
11
35
46
94
Total auditor's remuneration
386
390
46
| Financials | Hansen Technologies | Annual Report 2012 23. Related party disclosures
a) The consolidated financial statements include the financial 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 Technologies North America, Inc.
Hansen Corporation Asia Limited
Hansen New Zealand Limited
NirvanaSoft LLC
Peace Software New Zealand Limited
Peace Software Australia Pty Ltd
Peace Software Inc.
Peace Software Canada Inc.
Note
Country of incorporation
Ordinary share consolidated entity interest
2012
%
2011
%
Australia
Australia
Australia
Australia
Australia
New Zealand
United Kingdom
United States of America
Hong Kong
New Zealand
United States of America
New Zealand
Australia
United States of America
Canada
i
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
Notes:
(i) Hansen Corporation Limited, a New Zealand company, was liquidated on 29 February 2012.
(ii) Merged into Hansen New Zealand Limited on 1 December 2011.
b) Transactions with key management
personnel of the entity or its parent
and their personally related entities
The terms and conditions of the transactions
with Directors and their Director-related
entities were no more favourable than
those available, or which might reasonably
be expected to be available, on similar
transactions to non-director related
entities on an arm's length basis.
The following table provides the total
amount of transactions that were entered
into with related parties in respect of leased
premises for the relevant financial year:
Consolidated Entity
2012
2011
899,952
874,027
K Hansen and
A Hansen - Lease
Rental Payments
47
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
24. Parent entity information
Summarised presentation of the parent entity, Hansen Technologies Ltd, financial statements:
(a) Summarised statement of financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Accumulated profit/(losses)
Options granted reserve
Total equity
(b) Summarised statement of comprehensive income
Profit for the year
Total comprehensive income for the year
(c) Parent entity guarantees
Parent Entity
2012
$'000
2011
$'000
Note
124
64,766
64,890
2,999
4,181
7,180
202
46,016
46,218
1,424
4,181
5,605
57,710
40,613
42,579
14,786
345
57,710
25,007
25,007
49,669
(9,298)
242
40,613
9,631
9,631
15(b)
Hansen Technologies Ltd, being the parent entity, has not entered into any guarantees in relation to debts of its subsidiaries.
48
| Financials | Hansen Technologies | Annual Report 2012 25. Segment Information
a) Description of segments
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.
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. The following table provides the total amount of transactions that were entered into with related parties for the relevant
financial year:
Business segments
Geographical segments
The consolidated entity comprises the following main business
segments, based on the consolidated entity's management
reporting system:
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.
Billing: Represents the sale of billing applications and the
provision of consulting services in regard to billing systems.
The consolidated entity's business segments operate
geographically as follows:
IT Outsourcing: Represents the provision of various IT outsourced
services covering facilities management, systems and operations
support, network services and business continuity support.
Australasia: Sales and services in Australia, Asia and New Zealand
North America: Sales and services throughout North America
Other: Represents software and service provision in
superannuation administration.
Europe: Sales and services throughout Europe
b) Segment information
2012
Segment revenue
Total segment revenue
Segment revenue from external source
Segment result
Total segment result
Segment result from external source
Total segment assets
Total segment liabilities
2011
Segment revenue
Total segment revenue
Segment revenue from external source
Segment result
Total segment result
Segment result from external source
Total segment assets
Total segment liabilities
2012 Financial Year
Billing
Outsourcing
Other
Total
46,317
46,317
14,329
14,329
31,205
7,635
6,908
6,908
2,883
2,883
2,662
1,860
3,329
3,329
871
871
1,283
896
56,554
56,554
18,083
18,083
35,150
10,391
2011 Financial Year
Billing
Outsourcing
Other
Total
45,979
45,979
13,553
13,553
30,603
10,429
7,578
7,578
3,461
3,461
2,810
1,880
4,018
4,018
1,185
1,185
1,497
999
57,575
57,575
18,199
18,199
34,910
13,308
49
Hansen Technologies | Annual Report 2012 | Financials | notes to tHe
finanCial statements (ContinueD)
i) Reconciliation of segment revenue from
external source to the consolidated
statement of comprehensive income
iii) Reconciliation of segment assets
to the consolidated statement
of financial position
2012
$000
2011
$000
2012
$000
2011
$000
56,554
57,575
Segment assets
35,150
34,910
26. Subsequent events
There has been no matter or circumstance,
which has arisen since 30 June 2012 that
has significantly affected or may
significantly affect:
(a) the operations, in financial years
subsequent to 30 June 2012, of the
consolidated entity, or
Unallocated assets
- Cash
- Intangibles
- Other
22,664
19,472
1,705
1,358
11,000
11,000
(b) the results of those operations, or
Total unallocated assets
35,369
31,830
Total assets
70,519
66,740
(c) the state of affairs, in financial years
subsequent to 30 June 2012, of the
consolidated entity.
Segment revenue from
external source
Other revenue
401
1,546
Interest revenue
1,043
953
Total revenue
57,998
60,074
Revenue from external customers
attributed to individual countries
is detailed as follows:
2012
$000
2011
$000
Non-current assets attributed to individual
countries is detailed as follows:
Australasia
32,046
34,135
North America
11,618
12,840
Europe
12,890
10,600
Total revenue
56,554
57,575
ii) Reconciliation of segment result from
the external source to the consolidated
statement of comprehensive income
2012
$000
2011
$000
18,083
18,199
Australasia
North America
Europe
Total assets
2012
$000
2011
$000
60,680
58,780
5,237
4,602
5,037
2,923
70,519
66,740
iv) Reconciliation of segment liabilities
to the consolidated statement of
financial position
2012
$000
2011
$000
1,043
(32)
(712)
953
(17)
Segment liabilities
10,391
13,308
Unallocated liabilities
2,701
591
(697)
Total liabilities
13,092
13,899
364
2,267
Segment result from
external source
Interest revenue
Interest expense
Depreciation &
amortisation
Adjustment to
carrying value of
overseas interests due
to currency fluctuation
Other expense
(1,752)
(2,470)
Total profit
before income tax
16,994
18,235
50
| Financials | Hansen Technologies | Annual Report 2012 DireCtors'
DeClaration
The Directors declare that the financial statements and notes set out on pages 20 to 50 in accordance with the
Corporations Act 2001:
(a) Comply with Accounting Standards and the Corporations Regulations 2001, and other mandatory professional
reporting requirements;
(b) As stated in Note 1(a), the consolidated financial statements also comply with International Financial Reporting
Standards; and
(c) Give a true and fair view of the financial position of the consolidated entity as at 30 June 2012 and of its
performance for the year ended on that date.
In the Directors’ opinion there are reasonable grounds to believe that Hansen Technologies Ltd will be able to pay its
debts as and when they become due and payable.
This declaration has been made after receiving the declarations required to be made by the Chief Executive Officer and
Chief Financial Officer to the Directors in accordance with sections 295A of the Corporations Act 2001 for the financial
year ending 30 June 2012.
This declaration is made in accordance with a resolution of the Directors.
DAvID TRUDE
Director
Melbourne
28 September 2012
ANDREw HANSEN
Director
Melbourne
28 September 2012
Hansen Technologies | Annual Report 2012 | Directors Declaration |
51
An independent Victorian Partnership
ABN 27 975 255 196
Independent Auditor's Report
To the Members of Hansen Technologies Ltd
We have audited the accompanying financial report of Hansen Technologies Ltd and controlled entities. The financial report comprises the
consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, consolidated statement
of changes in equity and consolidated statement of cash flows for the year ended on that date, a summary of significant accounting policies,
other explanatory notes and the Directors' declaration of the consolidated entity comprising the company and the entities it controlled at the
year's end or from time to time during the financial year.
Directors' Responsibility for the Financial Report
The Directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with
Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable
the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In Note 1, the Directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial
statements comply with International Financial Reporting Standards.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian
Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and
plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures
selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair
presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the
financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Liability limited by a scheme approved under Professional Standards Legislation
Pitcher Partners, including Johnston Rorke, is an association of independent firms
Melbourne | Sydney | Perth | Adelaide | Brisbane
All Independent member of Baker Tilly International
52
| Independent Auditor's Report | Hansen Technologies | Annual Report 2012
An independent Victorian Partnership
ABN 27 975 255 196
Auditor's Opinion
In our opinion,
(a) the financial report of Hansen Technologies Ltd is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of its performance for the year ended on
that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations
2001; and
(b) the consolidated financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the remuneration report included in pages 12 to 16 of the Directors' report for the year ended 30 June 2012. 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 2012, complies with
section 300A of the Corporations Act 2001.
S SCHONBERG
Partner
28 September 2012
PITCHER PARTNERS
Melbourne
Liability limited by a scheme approval under Professional Standards Legislation
Pitcher Partners, including Johnston Rorke, is an association of independent firms
Melbourne | Sydney | Perth | Adelaide | Brisbane
All Independent member of Baker Tilly International
Hansen Technologies | Annual Report 2012 | Independent Auditor's Report |
53
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
54
57
61
62
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
DELEGATION OF RESPONSIBILITy
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 specific 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 office.
Monitoring financial 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 fulfil 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.
The Board has delegated to the Chief
Executive Officer the authority and
responsibility for implementing the Group’s
strategic direction and overseeing the
everyday affairs of the Hansen Group.
The Chief Executive Officer’s specific
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 Officer, the Board has
delegated authority and responsibility
to other Executives and Management
for their respective business functions.
MEETINGS
The Board meets as often as deemed
necessary by the Directors in order to
fulfil their duties and responsibilities as
Directors, and as dictated by the needs of
the business. 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 Company’s Constitution. The
Constitution determines the basis for the
election and appointment of Directors and
specifies a minimum of three Directors
and a maximum of ten. Currently, the
Board comprises the Chairman, David
Trude, three other Non-Executive Directors,
and one Executive Director, the CEO
Andrew Hansen. The skills, tenure of
office, experience and expertise relevant
to the position of Director held by each
Director is detailed in the Annual Report.
In identifying suitable persons to become
Directors, the Board will look to achieve
an appropriate balance of relevant legal
and financial management skills plus
financial markets experience as well
54
| Corporate Govenance | Hansen Technologies | Annual Report 2012
as expertise specific to the industries
in which our Company operates. In
pursuing this objective the Board will
be cognisant of its policy to pursue a
balance of gender diversity at all levels
of the company’s management.
INDEPENDENCE
The Board’s definition of an independent
Director is one who is unaffiliated with
the Executive and free from any business,
significant shareholding, or other
relationship that could materially interfere
with the exercise of independent judgement.
It is the Board’s objective to strive for a
majority of independent Directors.
The Board currently has two
independent Directors, David Trude
and Phillip James, representing 40%
of the Board’s total membership.
Where potential for conflict is identified,
the Board appoints a Sub-Committee
specifically structured, authorised and
tasked to determine the appropriate
actions or responses so as to eliminate
any potential for conflicts.
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 fit, may
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.
COMMITTEES
To assist it in carrying out its responsibilities,
the Board has established two standing
Committees comprising some 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 specific
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 should be
independent, possess leadership experience
and a sound finance or business
background. All Committee members must
be financially literate. Such qualification is
interpreted by the Board in its business
judgement. Furthermore, at least one
member shall have accounting or related
financial management expertise.
The members of the Committee as at
30 June 2012 were Non-Executive Directors,
David Osborne, Phillip James and the
Chairman of the Committee Bruce Adams.
Phillip James is considered an independent
member of the Committee.
The Chairman of the Audit Committee
has historically been independent.
However, upon the recent passing of Ken
Hansen, Bruce Adams has assumed certain
Trustee responsibilities in regards to the
administration of Ken’s estate. The advice
received by the Board is to the effect that
until these responsibilities are discharged
Bruce Adams’ independence is affected
and he should not be regarded as an
independent Director. The Board will
explore all options available to restore the
status of independence to the position of
Chairman and to the Committee as a whole
as soon as practical.
The skills, tenure of office, 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 financial report.
Review and approve the
annual financial 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 2012
and all members of the Audit Committee
at the time were present at all meetings.
Purpose
The Audit Committee shall provide
assistance to the Board of Directors in
fulfilling its Corporate Governance and
oversight responsibilities in relation to
the Group’s financial reporting, internal
control structure, risk management
systems and external audit functions.
In doing so, it is the responsibility of the
Committee to maintain free and open
Hansen Technologies | Annual Report 2012 | Corporate Govenance |
55
Corporate
governanCe (ContinueD)
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
significant 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 financial
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 financial reports and for
reviewing the Group’s interim financial
reports. The Board of Directors is ultimately
responsible for the Group’s financial 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 flexible, in order to
best react to changing conditions and
circumstances. The Committee will take
appropriate actions to guide corporate
philosophies for quality financial reporting,
sound business risk practices and ethical
behaviour.
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 financial 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 sufficient opportunity for the
external Auditors to meet privately with the
members of the Committee. The Committee
shall review with the external Auditor any
audit 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 ratification), remuneration,
monitoring of the effectiveness, and
independence of the external Auditors,
including resolution of disagreements
between the Senior Executives and the
Auditors regarding financial 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 firm, or
by any inquiry or investigation by
governmental or professional authorities,
respecting one or more independent audits
carried out by the firm, 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).
Scope of External Audit
The Committee shall discuss with the external
Auditors the overall scope of the external
audit, including identified risk areas and any
additional agreed-upon procedures. In
addition, the Committee shall also review the
external Auditor’s compensation to ensure
that an effective, comprehensive and
complete audit can be conducted for the
agreed compensation level.
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 satisfied 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, Bruce Adams, and the
Chairman Phillip James. The Chairman of the
Committee Phillip James is considered an
independent member 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
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| Corporate Govenance | Hansen Technologies | Annual Report 2012
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 financial year
and all members of the Remuneration
Committee at the time were present.
External advice
As and when deemed appropriate,
but no less than every three years, the
Remuneration Committee shall engage
an external consultant to undertake a
review of the CEO’s remuneration and
that of the Directors and Chairman,
to determine the appropriateness
and market competitiveness of their
remuneration and related package and
make appropriate recommendations
for consideration by the Committee.
The Remuneration Committee is not
obliged to adopt the recommendation
of the consultant but it shall consider
the findings and recommendations
in making its determination of an
appropriate remuneration package
for the CEO and Board members.
Purpose, Duties and Responsibilities
The responsibilities of the Committee are to:
Advise on remuneration policies
and practices generally.
Provide specific recommendations
on remuneration packages and other
terms of employment for Executive
Directors and Non-Executive Directors.
Evaluate the performance of and
determine an appropriate remuneration
base and structure for the CEO
in accordance with specified key
performance indicators and budgeted
financial performance expectations.
Assess the reasonableness of and
approve the remuneration proposals
put forward by the CEO for the Executive
team, including the performance
objectives specified for each Executive.
2. Ethics And Responsibility
Behave as a good corporate citizen:
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
reflects 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.
Whilst pursuing our business objectives
we should aim to contribute to the
communities we operate within and should
consider the impact of decisions on our
colleagues, customers and community.
Respect confidentiality:
We respect the confidential nature of
the Hansen Group’s business affairs and
those of our customers and colleagues.
As a part of our employment contract
with the Hansen Group, we commit to
keeping confidential any information we
obtain in the course of our employment.
Confidential information is to be used only
for authorised work-related tasks, and never
for personal gain, or for the gain of others.
value 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 conflicts of interest:
A conflict of interest occurs where an
employee has a personal or professional
interest sufficient to influence, or appear
to influence, the objective performance
of their duties and responsibilities to the
Hansen Group. No employee of the Group
should allow themselves to be placed in
a position where they have a conflict with
their duties and responsibilities to the
Hansen Group, or which are prejudicial
to the Group. Employees should speak to
their manager where they have concerns
regarding a potential conflict of interest.
Breaches of the Code of Conduct
Employees who breach this Code may
face disciplinary action, which could
result in changes to their employment.
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.
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57
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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
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.
– Annual Reports and presentations
The key principles of the Policy are:
– 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 significant
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
flow to Shareholders and potential
investors, enabling them to make
decisions in an informed manner.
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.
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 Officer.
Company Secretary.
The Chief Financial Officer.
Other Executives may become
spokespersons for specific areas under
their control, however any comments are
to be limited to their area of expertise.
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 specified
by ASX and ASIC, that requires
market announcements.
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Communications for Disclosure
Hansen will make market disclosures
on any event that is deemed to
have possible material effect on the
price of Hansen securities. Events
warranting disclosure include:
Financial performance and significant
changes in financial performance.
Changes in Board Directors
and Senior Executives.
Mergers, acquisitions, divestments,
joint ventures or changes in assets.
Significant developments in regard
to new projects or ventures.
Events regarding an entity’s
shares or securities.
Major new contracts, orders, or
changes in suppliers or customers.
Significant changes in products,
product lines, supplies or inventory.
Industry issues that may have a
material impact on the Group.
Major litigation.
Decisions on significant issues affecting
the entity by regulatory bodies in
Australia such as the Australian Foreign
Investment Review Board, Australian
Takeovers Panel, Australian Competition
and Consumer Commission.
If there is any uncertainty, Hansen Directors
and 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:
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.
DIvERSITy POLICy
The Board recognizes that a diverse and
inclusive workforce is not only good for our
employees but also good for our business.
It helps Hansen attract and retain talented
people, create more innovative solutions,
and be more flexible and responsive to
our customers’ and shareholders’ needs.
Across the Company, there is increasing
momentum on diversity with a particular
focus on gender and age, as well as
greater work and career flexibility.
Diversity
Diversity within the Company refers to all
the characteristics that make individuals
different from each other. It includes
characteristics or factors such as religion,
race, ethnicity, language, gender, sexual
orientation, disability, age or any other
area of potential difference. Diversity is
about the commitment to equality and
treating all individuals with respect.
Investor briefings and presentations.
Gender
One-on-one meetings with stockbroking
analysts or institution fund managers.
Industry forums.
Company literature.
Media interviews.
Hansen is committed to being an
equal opportunity employer, with a
practice of making decisions based
on merit for recruitment, internal
promotion, leadership development
and flexible work arrangements without
regard to any form of gender bias.
However the Board recognises that pursuing
a balance of diversity is also an appropriate
objective in maintaining a balanced work
environment. Accordingly as Hansen
grows, the Board has the objective that
all persons be conscious of striving for a
balance of gender diversity in the work
place and accordingly when appropriate
encouraging actions which recognise the
value of increasing the representation of
females at all levels of the organisation.
This focus on diversity at all levels of the
business is intended to reinforce the
importance of equality in the workplace
and is a logical extension of Hansen’s active
participation in the “Equal Opportunity
for Women in the Workplace” initiatives
of the Australian government.
With respect to gender diversity,
management will:
(a) develop, for approval by the Board
or the Remuneration Committee
of the Board, as appropriate:
(i) measurable objectives concerning
the strategies, initiatives and programs
for pursuing gender diversity;
(ii) targets to verify progress
towards attainment of those
measurable objectives.
(b) Measure performance against
those targets on no less than
an annual basis; and
(c) Report from time to time on the
progress of the matters referred
to in (a) and (b) above.
The table below shows the gender
diversity of the Group as at 30 June 2012:
% Female
% Male
Board
Senior Management
Hansen Group
–
19
24
100
81
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Mature Age
Measurable Objectives
It is important for the Company to
attract and retain mature age workers
as these individuals have accumulated
knowledge, skills, wisdom and experience
which will only benefit the company.
Over the next decade, organisational
growth and sustainability will be tested
by the retirement of key labour and
talent. The loss of certain individuals (45 +
years) brings with it the loss of significant
experience, leadership bench strength
and valuable know-how at times of critical
importance. Hansen is committed to assist
in the attraction and retention of mature
age workers and provide mature age
workers with the transition to retirement
and ability to adopt various work style
options, such as flexible work conditions.
Providing employees with
flexible work practices
The Board acknowledges that individuals
have varying home life demands and by
providing flexible working conditions, we
are able to give our people real choices in
managing the balance between work and
personal life over the course of their career.
Flexible work options can assist people
with balancing their personal commitments
and interests, whether that is family
care, study, travel or transitioning to
retirement. There are a number of flexible
work options available which include
both formal and informal options such as
the ability to work part time, job share,
working from home, flexible start and
finish times and leave of absence.
By being flexible in our work practices,
we will not only deliver on our business
objectives but it also enables us to
retain our best people and attract
talent from the broader market.
Foster Hansen’s equal opportunity
culture to ensure genuine belief amongst
employee’s that woman and men are
equally able to demonstrate their skills,
talent, commitment and results. Review
periodically with senior management
(annually) to ensure that the emphasis
on an equal opportunity culture is
present and actively encouraged.
Identify mentoring and/or networking
opportunities to develop high potential
woman for career progression within
Hansen with progress being reviewed
by the CEO periodically (annually).
Identify and implement programs
that provide support for pregnant
women within Hansen, and for women
commencing on or returning from
maternity leave with the objective
of achieving a return to work
following pregnancy ratio of 80%.
Flexible working initiatives are supported
by management where appropriate and
made available to employees to achieve
improved business outcomes and support
work/life balance. Create a constant
feedback loop into senior management on
initiatives, their usage and effectiveness.
SHARE TRADING POLICy
Hansen share trading policy is established
in accordance with ASX listing rules
guidelines. Directors, Officers, employees
and their associates must not engage
in insider trading, or the disclosure of
inside information to third parties. Insider
trading means the buying and selling
of shares on the basis of price-sensitive
information that is not generally available
to others. This includes procuring another
person to purchase or sell shares on
the basis of insider information.
Rules for Employees, Directors and Officers
Employees, Directors, Key Management
Personnel and their respective 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, 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, Executives
and their respective associates 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 notified on a case-by-case basis
by the Chairman or Chief Executive
Officer (example being the release
of a trading update to the ASX or
the issue of a prospectus).
Unless a member of the Key Management
Personnel is subject to severe financial
hardship or there are other exceptional
circumstances, Key Management Personnel
may not deal in Securities at any time during
the following periods (blackout periods):
(a) 31 days immediately before the release of
Hansen’s half yearly results and the two
days immediately following such release;
(b) 31 days immediately before the
release of the Hansen’s full year
results and the two days immediately
following such release; and
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| Corporate Governance | Hansen Technologies | Annual Report 2012
(c) 14 days immediately before Hansen’s
Annual General Meeting and the
two days immediately following
such Annual General Meeting.
Where Directors or Executives want to
trade outside of these specified periods,
they are required to discuss the matter
with the Chairman and Chief Executive
Officer, (or in respect to trading related
to the Chairman and CEO, the Company
Secretary’s approval is also required), who
will only consider approval if it is determined
that there is no price-sensitive information
held that is not available to the market.
Additionally, approval will only be given
for trading during “blackout periods” if it
is determined that the person is subject
to severe financial hardship or there are
other exceptional circumstances. In this
regard, approval will be assessed having
regard to those circumstances set out in
the ASX listing rules and Guidance notes.
Any dealing in Hansen’s Securities by
Key Management Personnel pursuant
to a margin lending arrangement must
be approved by the Chairman and CEO,
(or in respect to schemes related to
the CEO and Chairman the Company
Secretary’s approval is also required).
Should approval be given for entry into
a margin lending arrangement, Hansen
may where appropriate or required by law,
disclose to the ASX the fact and nature
of the margin lending arrangement.
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 five
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
identified risks are then specified 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
identified or the situation surrounding
previously identified risks are varied.
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 financial reporting. It delegates
daily management responsibility
to the Chief Executive Officer.
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.
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 identification, measurement,
monitoring and mitigation of operational
risk. This is supported by input from
corporate level functions such as the office
of Chief Operating Officer, Risk Management
Group, Legal and Finance Departments.
The internal control system is an integral part
of Hansen’s operations and involves all levels
of personnel. The controls are preventative
and detective in nature and are reviewed
regularly for relevance and effectiveness.
Key elements to the internal control
system are Change Management, Finance
Procedures, Delegation of Authority,
Segregation of Duties, Access Security,
Reconciliation, Documentation and
Reporting. This is further supported
by Contingency Planning and
Continual Improvement activities.
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Credit Risk
Assurances
The integrity of the Group’s financial
reporting depends upon the existence
of a sound system of risk oversight and
management and internal control. The
Board receives regular reports about
the financial condition and operational
results. The CEO and the CFO annually
provide a formal statement to the
Board that in all material respects:
The financial records of the Group
for the financial year have been
properly maintained in that:
They accurately record and explain its
financial position and performance.
They enable true and fair financial
statements to be prepared and audited.
The financial statements and notes
required by the accounting standards
for the financial year comply with
the accounting standards.
The risk management and internal
compliance and control systems are
sound, appropriate and operating
efficiently and effectively.
Such a statement has been provided in
respect of the current financial year.
Overall Risk Treatment
Hansen relies on the internal control
systems and the ability and culture of staff
and management to identify, report and
manage risk. All risks are to be reported to
the appropriate line manager, 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
identifies risk, the risk will be managed
with the aim of minimising the likelihood
of an adverse event occurring, maximising
the likelihood of a positive outcome
and reducing the impact of the risk.
Credit risk is the potential for financial loss
where customers or business associates
fail to meet their financial obligations
to Hansen. The foundation control is
that individuals throughout the Hansen
Group are aware of credit risk and act to
identify, report and manage situations
that arise. Specific policies and procedures
are in place to deal with credit risk, the
critical element of these policies being
segregation of duties and delegation of
authority. Throughout the course of the
credit cycle each phase is assessed by the
relevant specialist group. Each group is
trained and independent in the cycle.
Market Risk
Market risk is the potential for financial
loss arising from Hansen’s activities in the
information technology market across all
regions. The components of the market
risk framework Hansen operates in are:
Origination
Target markets
Know your customers
Know your vendors
Product planning and management
Pricing models
Resource planning
Environment
Assess the market and region
Assess the product for the region
Global Hansen policies to be observed
Manage segregation of duties
Monitoring and reporting
Transparency and communication
Change management
Central reporting on product, financials,
operations, legal and risk management
Authorities
Delegation of authority
Central authorities
Supports segregation of duties operations,
legal and operations, legal and risk
management
4. Remuneration
The Group’s aim in remunerating the
CEO and other Executives is to provide a
base pay plus rewards and other benefits
that will attract, motivate and retain key
Executives while aligning their financial
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 fixed
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 and engages with external third
party consultants from time to time to
verify the appropriateness and market
competitiveness of the CEO’s remuneration
package. 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 five key management personnel
and their total remuneration are set
out in the Annual Report each year.
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Base Pay
NON-EXECUTIvE DIRECTORS
Senior Executives are offered a competitive
base pay that reflects the market for each
position. It is generally revised annually
to recognise inflationary 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 specified. If individual
performance objectives are met, a short-term
incentive in the form of a bonus may be paid.
The Remuneration Committee recommends
the remuneration of Non-Executive
Directors to the Board for consideration and
approval. Remuneration for Non-Executive
Directors consists of a base pay and related
superannuation to meet the requirements
of the Superannuation Guarantee Scheme.
Non-Executive Directors are excluded from
participation in the Company’s share and
option plans. The maximum amount payable
to Non-Executive Directors, in their capacity
as Directors, is established by resolution
passed by a majority of Shareholders. Any
increase in the maximum amount is required
to be submitted to shareholders for approval.
No separate or additional retirement benefits
are provided for Non-Executive Directors.
Long-term Performance Incentives
Long-term incentives for the CEO and
Senior Executives are designed to align
their financial 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.
Hansen Technologies | Annual Report 2012 | Corporate Governance |
63
asx aDDitional
information
AS AT 26 SEPTEMBER 2012
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
Othonna Pty Ltd – including associates
Voting Rights
Ordinary shares and Options - refer Note 15
Distribution of Equity Security Holders
Category
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Number of Ordinary Shares
Percentage Held
92,615,311
58.38%
Number of Equity Security Holders
Ordinary Shares
Options
263
895
615
1,077
70
–
–
–
3
12
The number of shareholders holding less than a marketable parcel of ordinary shares is 110.
Twenty Largest Shareholders
Name
Othonna Pty Ltd
RBC Investor Services Australia Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
Rubi Holdings Pty Ltd
J P Morgan Nominees Australia Limited
Mr James Lucas & Ms Lesley Dormer
Ozcun Pty Ltd
Mrs Yvonne Irene Hansen
Mr Cameron Hunter
Mr Kenneth Hansen
J P Morgan Nominees Australia Limited
Mr Grant Lister
National Nominees Limited
M F Custodians Ltd
Exwere Investments Pty Ltd
Mr Stephen Cocker & Mrs Denise Cocker
Mr Francis George Heppingstone & Mrs Danielle Georgette Heppingstone
Equitas Nominees Pty Limited
Elfholdings Pty Ltd
Mr Wade John Ashley & Mrs Catherine Louise Ashley
Mr John Eldred Williams & Mrs June Mabel Williams
Total
64
| Additional Information | Hansen Technologies | Annual Report 2012
Number of Ordinary Shares Held
Percentage of Issued Capital
91,160,249
5,465,002
4,955,350
2,000,000
1,199,768
783,001
739,154
655,607
628,578
532,107
529,637
525,000
507,113
500,000
434,351
428,000
370,000
370,000
335,000
318,796
313,967
57.46%
3.44%
3.12%
1.26%
0.76%
0.49%
0.47%
0.41%
0.40%
0.34%
0.33%
0.33%
0.32%
0.32%
0.27%
0.27%
0.23%
0.23%
0.21%
0.20%
0.20%
112,750,680
71.07%
DIRECTORS
DIRECTORS
David Trude, Chairman
David Trude, Chairman
Andrew Hansen, Managing Director & Chief Executive
Andrew Hansen, Managing Director & Chief Executive
Bruce Adams, Non-Executive
Bruce Adams, Non-Executive
Kenneth Hansen, Non-Executive
Phillip James, Non-Executive
Phillip James, Non-Executive
David Osborne, Non-Executive
David Osborne, Non-Executive
COMPANy SECRETARy
COMPANY SECRETARY
Grant Lister
Grant Lister
PRINCIPAL REGISTERED OFFICE
PRINCIPAl REgISTERED OffICE
2 Frederick Street, Doncaster VIC 3108
2 Frederick Street, Doncastor VIC 3108
T (03) 9840 3000
T (03) 9840 3000
F (03) 9840 3099
F (03) 9840 3099
SHARE REGISTRy
SHARE REgISTRY
Link Market Services
Link Market Services
Level 1, 333 Collins Street
Level 1, 333 Collins Street
Melbourne VIC 3000
Melbourne VIC 3000
T (02) 8280 7761 or 1300 554 474
T (02) 8280 7761 or 1300 554 474
F (02) 9287 0309 – Proxy forms
F (02) 9287 0309 – Proxy forms
F (02) 9287 0303 – General
F (02) 9287 0303 – General
STOCK EXCHANGE
STOCK EXCHANgE
The Company is listed on the
The Company in listed on the
Australian Stock Exchange
Australian Stock Exchange
ASX Code: HSN
ASX Code: HSN
AUDITORS
AUDITORS
Pitcher Partners
Pitcher Partners
Level 19, 15 William Street
Level 19, 15 William Street
Melbourne VIC 3000
Melbourne VIC 3000
SOLICITORS
SOlICITORS
TressCox
TressCox
Level 9, 469 La Trobe Street
Level 9, 469 La Trobe Street
Melbourne VIC 3000
Melbourne VIC 3000
OTHER INFORMATION
OTHER INfORMATION
Hansen Technologies Limited ABN 90 090 996 455, incorporated and
Hansen Technologies Limited, incorporated and domiciled in
domiciled in Australia, is a publicly listed Company limited by shares.
Australia, is a publicly listed Company limited by shares.
design and production www.magneticdesign.com.au
design and production www.magneticdesign.com.au
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2 Frederick Street
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T. +61 3 9840 3000
F. +61 3 9840 3099
E. info@hsntech.com
www.hsntech.com