AnnUAL FInAnCIAL RepoRt FoR tHe YeAR enDeD 30 JUne 2009 17 Directors’ Report Corporate Governance statement Remuneration Report – Audited Income statement Balance sheet statement of Changes In equity statement of Cash Flows notes to the Financial statements Audit Report shareholder Information 18 20 24 30 31 32 33 34 51 54 18 DIReCtoRs’ RepoRt the Directors present their report together with the financial report of Hexima Limited (‘the Company’ or ‘parent entity’) and of the group, being the Company and its subsidiaries for the financial year ended 30 June 2009 and the auditor’s report thereon. directors the Directors of Hexima Limited (‘the Company’) at any time during or since the end of the financial year are: G F dan o’brien Bsc, BVMs (Murdoch University), MBA (Harvard University) Non-executive Chairman Dan o’Brien was appointed Chairman of the Company on 1 July 2008. He was Managing Director and Chief executive officer of Hexima from october 2005 until 30 June 2008. Mr o’Brien has extensive agribusiness experience including farming investments and executive and non-executive roles with King Island Dairy Limited, tasman Agriculture Limited, Colly Farms Cotton Limited, spC Ardmona Limited, Coates Hire Limited (2003 – 2007) and select Harvests Limited. His previous roles include Chief executive officer positions with BIL Australia, Mattel Asia pacific and the King Island Company Limited. Mr o’Brien has been a director of thomas and Coffey Limited since 2005. Mr o’Brien is aged 53. He has been a Director of the Company since 17 May 2002 and is a member of the Remuneration and Audit and Risk Management Committees. Professor Adrienne e Clarke AC FAA, Ftse, Bsc (Hons), phD (the University of Melbourne) Non-executive deputy Chairman (formerly Chief Science officer) professor Adrienne Clarke is a founding member of Hexima, and served as the Chief science officer from April 2006 until 30 June 2009. professor Clarke is Laureate professor at the University of Melbourne. she was appointed to a personal Chair at the school of Botany (awarded in 1982) and is past Director of the plant Cell Biology Research Centre, the University of Melbourne (1982-1999), former Chairman of CsIRo (1991-96), former Lieutenant Governor of Victoria (1997-2000) and former Ambassador for Biotechnology for Victoria (2001-2003). she was made an officer of the order of Australia in 1991 and a Companion of the order of Australia in 2004. professor Clarke was president of the International society for plant Molecular Biology (1997-98). she is a Foreign Member, American Academy of Arts and science; Foreign Associate, national Academy of sciences, UsA; Companion, the Institute of engineers, Australia; Fellow, Australian Academy of science; and Fellow, Australian Academy of technological sciences and engineering. professor Clarke was formerly a Director of WMC Limited, Woolworths Limited (1994 – 2007) and Fisher & paykel Healthcare Limited (2002 – 2008). professor Clarke is aged 71. she has been a Director of the Company since 15 november 2001. From 1 July 2009, professor Clarke serves in a non-executive capacity and has become a member of the Remuneration and Audit and Risk Management Committees. Hexima Limited // 2009 AnnUAL RepoRt Joshua T Hofheimer AB (Dartmouth College), JD (Harvard Law school) Chief executive officer/Managing director Joshua Hofheimer became Ceo and Managing Director of Hexima in July 2008. Mr Hofheimer has extensive experience in the agricultural science and biotechnology sectors, in structuring and negotiating complex commercial transactions and joint ventures with both start-ups and global industry leaders. Mr Hofheimer’s previous role was partner at sidley Austin LLp, a Los Angeles based international law firm. In the last 7 years with the firm, he specialised in the plant biotechnology sector, including developing and implementing business strategies for commercialisation of multiple intellectual property platforms. He also served as a leader in the firm’s Intellectual property and Commercial transactions practice. Mr Hofheimer was formerly a member of several boards, including the Jonsson Cancer Center Foundation at UCLA and the Zimmer Children’s Museum, and is active in charitable foundations such as the eIF Revlon Run/Walk for Women’s Cancers. Mr Hofheimer is aged 40. Steven M Skala BA, LL.B (Hons) (University of Qld), BCL (oxford University) Non-executive director (formerly Non-executive Chairman) steven skala is Vice Chairman, Australia and new Zealand of Deutsche Bank AG. He retired from legal practice after almost 25 years experience in commercial law. Between 1985 and 2004 he was a partner of law firm, Arnold Bloch Leibler, and was Head of its Corporate and Commercial practice for several years. Mr skala is a Director of the Australian Broadcasting Corporation, Deutsche Australia Limited, Max Capital Group Limited, Wilson HtM Investment Group Limited, the Australian Ballet and the Centre for Independent studies. He is also Vice president of the Walter and eliza Hall Institute for Medical Research and was previously Chairman of Film Australia Limited. Mr skala is aged 53. He has been a Director of the Company since 17 May 2002 and was Chairman of the Company until 30 June 2008. He is also a member of the Remuneration and Audit and Risk Management Committees. Hugh M Morgan AC LLB, BComm (the University of Melbourne) Non-executive director Hugh Morgan is principal of First Charnock pty Ltd, Chairman of Biodiem Limited and a member of the Lafarge International Advisory Board. He is also a trustee emeritus of the Asia society new York, president of the national Gallery of Victoria Foundation and Chairman of the order of Australia Association Foundation. Mr Morgan was a Director of the Board of the Reserve Bank of Australia until July 2007 and he was president of the Business Council of Australia from 2003-2005. He is also immediate past president of the Australia Japan Business Co-operation Committee and immediate past Co-Chair of the Commonwealth Business Council, and continuing Director. Mr Morgan was Chief executive officer of WMC Limited from 1986 to 2003. He was a Director of Alcoa of Australia from 1977 to 1998 and a Director of Alcoa Inc from 1998 to 2001. Mr Morgan is aged 68. He has been a Director of the Company since 10 May 2007. He is Chairman of the Audit and Risk Management Committee and a member of the Remuneration Committee. Professor Jonathan west BA (University of sydney), phD (Harvard University) Non-executive director professor Jonathan West is the Director of the Australian Innovation Research Centre. prior to assuming his current appointment, he taught for 18 years at the Harvard University Graduate school of Business Administration, where he was Associate professor, founding Director of the Harvard University Life sciences Initiative, and from 1998-1999 the novartis Faculty Research Fellow. He has been Visiting professor at Hitotsubashi University and the nomura school of Advanced Management in tokyo, Japan and Visiting professor at the University de paris Ix-Dauphine, sorbonne. professor West is also Chairman of the Asia Advisory Council of Bunge Ltd, one of the world’s largest agribusiness processing and trading companies, and has served as an advisor to other major corporations and several Governments around the world, including in the life sciences field, Dupont, Roche, novartis, syngenta and the J.R. simplot Company, along with the Governments of singapore, Japan, Hong Kong and France. He was a member of the scientific Advisory Board of the novartis Agricultural Discovery Institute in La Jolla, California. In Australia, he has served on the prime Minister’s science, engineering, Innovation Council’s Working Group on science and technology in China and India and in 2006 was ‘eminent thinker in Residence’ with the premier of nsW. professor West is aged 52. He has been a Director of the Company since 7 november 2005. He is Chairman of the Remuneration Committee and a member of the Audit and Risk Management Committee. Company secretary Ms Justine Heath FCA was appointed to the position of Company secretary of Hexima Limited in December 2007. Ms Heath has experience across a range of industries and previously held senior finance roles with the Faulding Group and santos Limited. 19 since the date of this report, Mr skala has been appointed as Chairman of the Company, effective 2 october 2009. Mr o’Brien has resigned as a Director of the Company as of this date. M r ’ o b r i e n P r o f l C a r k e M r f H o h e m e r i M r S k a a l M r M o r g a n P r o f w e s t directors’ meetings the number of Directors’ meetings (including meetings of committees of Directors) and the number of meetings attended by each of the Directors of the Company during the financial year are: GF Dan o’Brien Adrienne e Clarke2 Joshua t Hofheimer steven M skala Hugh M Morgan Jonathan West board Meetings Held1 11 11 11 11 11 11 Attended 11 11 11 10 10 10 Audit and risk Management Committee Attended 2 - - 2 2 2 Held1 2 - - 2 2 2 remuneration Committee Attended 2 - - 2 1 2 Held1 2 - - 2 2 2 1 number of meetings held during the time the Director held office during the year. 2 professor Clarke joined the Audit and Risk Management and Remuneration Committees from 1 July 2009. 20 CoRpoRAte GoVeRnAnCe stAteMent This statement outlines the main corporate governance practices in place throughout the financial year, which comply with ASx Corporate Governance Council recommendations, unless otherwise stated. the Board of directors the Board is responsible for the direction and supervision of Hexima’s business on behalf of the shareholders, by whom they are elected and to whom they are accountable. the Board’s responsibilities include: à protecting and enhancing the value of Hexima’s assets; à setting strategies and directions, then monitoring and reviewing progress against these strategic objectives; à reviewing and ratifying internal controls, codes of conduct and legal compliance; à ensuring the significant risks facing Hexima have been identified and adequate control, monitoring and reporting mechanisms are in place; à approving transactions relating to acquisitions, divestments and capital expenditure above delegated authority limits; and à approving and monitoring financial and other reporting. the Board has adopted a Board Charter, which sets out values and business behaviours necessary to maintain confidence in Hexima’s integrity. It includes a trading policy governing trading in securities by Directors, officers and employees and details the respective roles and responsibilities of the Board and management. the Board has delegated responsibility for operation and administration of the Company to the Managing Director and executive management. Responsibilities are delineated by formal authority delegations. directors and executive education Incoming Directors and executives participate in informal meetings to increase their understanding of the Company, its key assets and the competitive market in which it operates. through these meetings, Directors and executives review the Company’s policies and procedures for good corporate governance, including delegations and reservations of authority and the roles of key personnel and Board committees. they have access to continuing education to update and enhance their skills and knowledge. A review of the performance of the Board will be undertaken annually by the Chairman, in consultation with the Board. Composition of the Board the Constitution of the Company provides that the number of Directors shall not be less than three. there are currently six Directors in office at the date of this report and their names and qualifications are set out on pages 30 to 31 of this Directors’ Report. the Asx best practice recommendations require a majority of the Board to be independent Directors and the chairperson to be an independent director. Currently, the Board has one director who satisfies the Asx guidelines for independence (being Jonathan West). Mr Dan o’Brien, Mr steven skala, Mr Hugh Morgan and professor Adrienne Clarke (from 1 July 2009) are non-executive Directors but do not qualify as independent because of their shareholdings in Hexima, and in Mr o’Brien and professor Clarke’s case, due to their previous executive roles with the Company. the Board considers their significant commitment as shareholders (which aligns their interests with those of other shareholders) and broad experience as directors of other companies provide advantages to the Board which outweigh any disadvantage in them not satisfying the Asx guidelines for independence. the Board will review this position at least annually. Board Committees to assist in the execution of its responsibilities, the Board has established a number of board committees including a nomination Committee, a Remuneration Committee, an Audit and Risk Management Committee and a Communications Committee (established on 18th August 2009). these committees have written mandates and operating procedures, which are reviewed on a regular basis. the full Board has 12 meetings scheduled for the coming year. extraordinary meetings will be convened at such other times as may be necessary to address any specific significant matters that may arise. the agenda for meetings is prepared in conjunction with the Chairman and the Chief executive officer/Managing Director. submissions are circulated in advance. executives are regularly involved in Board discussions. Nomination Committee the Board has in place a nomination Committee to assist it in ensuring the Board has an effective composition, size and commitment. the nomination Committee develops criteria for Board membership, identifies specific individuals for nomination as Directors and establishes processes for the review of the performance of individual Directors and the Board as a whole. In addition, it is the policy of the nomination Committee to meet as early as practicable prior to the expiration of the term of office of a Director to consider suitably skilled and experienced individuals for nomination as Directors. Further details of the nomination Committee’s charter form part of the Board Charter, which is available on the Company’s website. each of the non-executive Directors are currently on the nomination Committee. the Board reviewed the structure of the Board and senior executive teams throughout the current financial year within existing scheduled Board meetings. Formal meetings of the nomination Committee will be scheduled for the coming financial year as required. Hexima Limited // 2009 AnnUAL RepoRt 21 remuneration Committee the Board will review and reward the performance of the senior management team. In doing so, they will consider recommendations from the Remuneration Committee. the Remuneration Committee reviews and makes recommendations to the Board on remuneration packages and policies applicable to Key executives and Directors. the Remuneration Committee Charter forms part of the Board Charter, which is available on the Company’s website. the Remuneration Committee will consist of at least three Directors, a majority of whom are non-executive Directors and at least one of whom is an independent director. this differs from the Asx best practice recommendations which require a majority of independent Directors and an independent Chairman. Given the current composition of the Board, it is not possible for Hexima to satisfy the Asx recommendations as to independence. the current members are professor Jonathan West (Chairman), Mr Dan o’Brien, Mr steven skala, Mr Hugh Morgan and professor Adrienne Clarke (from 1 July 2009). the Remuneration Committee meets at least twice a year in order to review and make recommendations to the Board. the Remuneration Committee met twice during the year and the committee members’ attendance record is disclosed in the table of Directors’ meetings on page 19. In addition, remuneration issues were addressed at a number of meetings of the full Board during the year. the Remuneration Committee may invite any executive management team members or other individuals to attend meetings of the Remuneration Committee as it considers appropriate. the Remuneration Report is set out on pages 24 to 28 and forms part of the Directors’ Report for the financial year ended 30 June 2009. Audit and risk Management Committee the Board has in place an Audit and Risk Management Committee to assist it in verifying and safeguarding the integrity of Hexima’s financial reporting. the Audit and Risk Management Committee Charter forms part of the Board Charter, which is available on the Company’s website. the Audit and Risk Management Committee reviews the financial information which is provided to shareholders and others, the systems of internal controls which management and the Board have established and the audit process. the Audit and Risk Management Committee also reviews the performance of the external auditors on an annual basis and normally meets with them during the year to: à discuss the external audit and internal audit plans, identifying any significant changes in structure, operations, internal controls or accounting policies likely to impact the financial statements and to review the fees proposed for the audit work to be performed; à review the half-year and preliminary final report prior to lodgement with the Asx, and any significant adjustments required as a result of the auditor’s findings, and to recommend board approval of these documents, prior to announcement of results; à review the draft annual and half-year financial report, and recommend board approval of the financial report; and à review the results and findings of the auditor, the adequacy of accounting and financial controls, and to monitor the implementation of any recommendations made. Audit and Risk Management Committee meetings are to be held periodically throughout the year. It is the policy of the Board that the members of the Audit and Risk Management Committee should be non-executive Directors, at least one of whom should also be independent. this differs from the Asx best practice recommendations which require a majority of independent Directors and an independent Chairman. Given the current composition of the Board, it is not possible for Hexima to satisfy the Asx recommendations as to independence. the current Audit and Risk Management Committee comprises Mr Hugh Morgan as Chairman, Mr steven skala, Mr Dan o’Brien, professor Jonathan West and professor Adrienne Clarke (from 1 July 2009). the Chief executive officer/Managing Director, Chief Financial officer and external auditors will generally attend all Audit and Risk Management Committee meetings. the Audit and Risk Management Committee met twice during the year and the committee members’ attendance record is disclosed in the table of Directors’ meetings on page 19. the Chief executive officer/Managing Director and the Chief Financial officer have declared in writing that the records for the year have been properly maintained, the Company’s financial reports for the year ended 30 June 2009 comply with accounting standards and present a true and fair view of the Company’s financial condition and operating results. this statement is required annually. Communication with shareholders Hexima’s policy is to provide timely, open and accurate information to all stakeholders, including shareholders, regulators and the wider investment community. the Board Charter includes a continuous disclosure protocol to ensure compliance with the Corporations Act 2001 and the Listing Rules disclosure requirements. In summary, the Company’s continuous disclosure protocol operates as follows: à the Board has delegated its responsibility for approving public announcements to the Communications Committee (established 18th August 2009), comprising the Chairman and the Chief executive officer/Managing Director; à the Company secretary is responsible for ensuring all communications with the Asx are made in a timely and appropriate manner; à the full Annual Financial Report and Half-Yearly results commentary are lodged with the Asx and are available on the Company’s website and is sent to all shareholders who request them; à the Annual Financial Report and the Half- Yearly Accounts are lodged with the Asx and sent to any shareholder on request; and à all media releases and information provided to analysts or the media during briefings are released to the Asx. Hexima’s communications strategy is set out in the Board Charter and is designed to promote effective communication with shareholders and encourage effective participation at general meetings. 22 Risk management the Board is responsible for the assessment of risk. intellectual Property Intellectual property is Hexima’s most important asset and protection of its Ip portfolio is critical to the Company’s ability to implement its business strategy. Hexima has consistently invested significant amounts in the development and maintenance of this Ip portfolio. Hexima’s Ip Committee, chaired by professor Marilyn Anderson, meets regularly to identify and monitor the creation of Ip and to monitor and review claims in the same technical field filed by other companies. the Committee works closely with Hexima’s Us and Australian patent attorneys. the Committee also develops and maintains appropriate protocols for recording research results and maintaining the confidentiality of know-how and information associated with Hexima’s trials and technology. regulatory Framework (including environmental regulation) the use of ag-biotechnology is regulated in the majority of countries in which Hexima will seek to commercialise its technology. the regulatory framework, which varies from country to country, is generally based on an assessment of the risk associated with the technology. In Australia, the use of ag-biotechnology is regulated by the Gene technology Act 2000. Hexima’s gene technology research at the University of Melbourne and La trobe University is overseen by the office of the Gene technology Regulator and all field trials conducted by Hexima have been specifically licensed by the office of the Gene technology Regulator. Financial reporting the Chief executive officer/Managing Director and the Chief Financial officer have declared in writing to the Board that the Company’s financial reports are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board. Monthly actual results are reported against budgets approved by Directors and revised forecasts for the year are prepared regularly. Funds Management the Company has considerable funds on deposit following its successful Ipo in 2007. the Company’s policy is to invest these funds in term deposits or bank bills. ethical standards All Directors, executives and employees are expected to act with the utmost integrity at all times to enhance the reputation and performance of the Company. every employee has a supervisor to whom they may refer any issues arising from their employment. Conflicts of interest Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. the Board has procedures to assist Directors to disclose potential conflicts of interest. Trading in Company Securities by directors and employees the Company has a policy regarding the trading in Company securities by Directors and employees. the policy details the insider trading provisions of the Corporations Act and provides for Directors, executives and employees to be able to trade at any time except when there is a ‘black-out’, subject to their having obtained approval from the Company secretary. Company-wide ‘black-outs’ will occur for a period commencing 6 weeks prior to the release of the half-year and annual results and ending 24 hours after such a release and for a period commencing 2 weeks prior to the Company’s annual general meeting and ending 24 hours after the annual general meeting. Black-outs can occur at any other time for the Company or for certain individuals prior to any major announcement or when they are possession of price sensitive information. All new employees and all existing employees (on an annual basis) are required to sign an acknowledgement that they are aware of the Company’s share trading policy. independent advice each Director has the right of access to all relevant Company information and to the Company’s executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the Company’s expense. A copy of the advice received by the Director will be made available to all members of the Board. Hexima Limited // 2009 AnnUAL RepoRt pRInCIpAL ACtIVItIes 23 the principal activity of the Group during the financial year was the research, development and commercialisation of technology for the genetic modification of crops, primarily to enhance their resistance to insects and fungal pathogens. Operating and Financial Review of the group and the Company $000 Revenue net loss before financing income/expense net financing (costs)/income Income tax expense net loss after tax attributable to members Dividends Basic earnings/(loss) per share (cents) The Group and the Company 2009 1,046 The Company 2008 1,156 (13,358) 2,082 - (11,276) nIL (14.4) (5,441) 2,411 - (3,030) nIL (4.5) Summary the Board is pleased with the commercial and scientific progress made by the Group in a challenging economic environment. since listing in 2007: à Hexima has entered into its first development and commercialisation agreement for one of its major technology platforms, fungal disease control. this agreement secures the commercial path to market for the technology in corn and soy, the two major crops, currently accounting for more than 80% of the area planted to GM crops. à As part of this agreement, the Group acquired intellectual property rights valued at $6.0m, recorded as a non-cash R&D expense in the year ended 30 June 2009 (see operating & Financial Review). à the Group has achieved important scientific goals, which materially advance its technologies. à the Group has conserved cash and operated below internal budgets and publicly announced expenditure estimates. the non-cash research and development expense of $6.0 million was recorded after the Group entered into a co-development and commercialisation agreement on 7 August 2008 with Dupont agricultural business, pioneer Hi-Bred International, Inc. (Dupont/pioneer). As part of this agreement to commercialise fungal resistance technology, Hexima acquired intellectual property rights valued at $6.0 million. As consideration, and pursuant to a placement agreement, Hexima issued 4,000,000 ordinary shares at $1.50 per share. the financial effects of this transaction have been recorded as a research and development expenditure of $6.0 million with a corresponding increase in share capital. net finance income for the Group and the Company for the financial year ended 30 June 2009 was $2.082 million. the net finance income for the Company was $2.411 million for the previous year, reflecting lower cash balances as cash is utilised and lower interest rates in the current reporting period. outlook During the financial year Hexima announced its first definitive development and commercialisation agreement with Dupont/ pioneer. the agreement provides for the development and commercialisation of transgenic anti-fungal protein disease technology and sets out milestone payments and royalties. pioneer and Hexima have combined intellectual property and anti-fungal protein assets to create a single, exclusive program for the development and commercialisation of transgenic anti-fungal protein disease technology. Hexima is leading the initial stage crop validation and pioneer will lead the late stage development. As part of the agreement, pioneer will commercialise the technology in its major crops, corn and soy, and Hexima will control the technology in all other crops. the initial target is broad-spectrum disease fungal resistance in corn. Fungal pathogens cause extensive damage to corn and the problem is growing as intensive farming techniques and reduced crop rotations combine to encourage fungal growth. In the largest GM corn markets, the United states and Brazil, it is estimated that fungal disease causes yield losses worth approximately Us$8 billion each year. At 30 June 2009, the Group has $30.5m in cash and interest receivables, which provide a strong base to fund the Group’s activities as it advances its technologies to market. As well as establishing a clear path to market for the two largest GM crops, corn and soy, the agreement represents a significant validation of the Group’s technology and scientific expertise. operating and Financial review the Group had net cash outflows from operating activities of $7.164 million for the year ended 30 June 2009 compared with $6.072 million for the prior period, reflecting the expansion of the Group’s research and development activities. the Group and the Company recorded a loss after tax of $11.276 million for the year ended 30 June 2009. the Company recorded a loss after tax of $3.030 million for the previous year. this result reflects the expansion of the Group’s activities in researching, developing and commercialising its technologies and a non-cash research and development expense of $6.0 million. the Group also continues to progress the development and commercialisation of its other technologies: insect resistance technology and the Multi-Gene expression Vehicle (MGeV). the Group has been awarded a grant under the Federal Government’s Climate Ready program to accelerate the development of the insect resistance technology and now plans to explore combinations of existing proprietary proteinase Inhibitors, newly identified proteins and Bts (insecticidal bacterial toxins currently used in commercial GM insect resistance) to further develop the innovative approach to the control of insect pests. on 10 August 2009, the Group announced a non-exclusive research licence with Dupont/pioneer for the evaluation of the MGeV technology in corn and soy using pioneer genes. this licence enables Dupont/pioneer to use the MGeV technology outside of the current fungal disease collaboration, thus extending the partnership into new areas of co-operation. It is an important validation of the Group’s science and technology and provides insight into the potential utility of the MGeV for different proteins and in an additional major GM crop, soy. 24 ReMUneRAtIon RepoRt – AUDIteD significant Changes in the state of affairs In the opinion of Directors the following significant changes in the state of affairs of the Group occurred during and since the end of the financial year under review: on 7 August 2008, the Company announced a development and commercialisation agreement with Dupont business, pioneer Hi-Bred International, Inc., for the development of transgenic anti- fungal protein disease technology in corn, soy and other crops. this nature and progress of this collaboration is described above (under ‘outlook’). In July 2009, professor Marilyn Anderson was appointed to the position of Chief science officer. professor Anderson is one of the Group’s founders and is leading the development of the Group’s anti-fungal protein technology within the Dupont/ pioneer partnership. she has played a critical part in developing the Group’s Ip portfolio and is a named inventor on all of the Group’s key patents. the former Chief science officer, professor Adrienne Clarke, continues her contribution to the Group in a non-executive capacity as Deputy Chairman. dividends the Company has not paid or declared any dividends during or since the end of the financial year ended 30 June 2009. Likely developments Further disclosure of information regarding likely developments in the operations of the Company and the expected results of those operations in future financial years has not been included in this report because, in the opinion of the Directors, disclosure of the information may prejudice the interests of the Company. Principles of Remuneration – audited Key management personnel (including Directors of the Company and other executives) have authority and responsibility for planning and controlling the activities of the Company and the Group. For the financial year ended 30 June 2009, key management personnel comprises all Directors, executives and the Company secretary, being Mr Dan o’Brien, Mr Joshua Hofheimer, professor Adrienne Clarke, Mr steven skala, professor Jonathan West, Mr Hugh Morgan, professor Marilyn Anderson, Dr Robyn Heath and Ms Justine Heath. Remuneration levels for key management personnel are set to attract and retain appropriately qualified and experienced directors and executives. the Remuneration Committee obtains independent advice on remuneration packages and reviews remuneration at least on an annual basis. Remuneration structures take into account the capability and experience of key management personnel. Remuneration includes a mix of fixed and variable remuneration as well as short and long term incentives. Fixed Remuneration Fixed remuneration consists of base remuneration, which is calculated on a total cost basis and includes any FBt charges related to employee benefits, as well as employer contributions to superannuation funds. Performance Linked Remuneration performance linked remuneration may include short and long term incentives. short term incentive bonuses are based on the satisfaction of specified performance criteria, which may include financial or non-financial objectives. the Remuneration Committee approves the offer and payment of short term incentive bonuses to key management personnel and to other employees. Long term incentives may be provided as options over the Company’s ordinary shares and other securities. options were issued to Mr Joshua Hofheimer and Ms Justine Heath during the financial year. Details are provided on page 41 of the Directors’ Report. Consequences of Performance on shareholder Wealth Hexima is a development stage company and the remuneration of key management personnel is not determined by the level of revenue, profit or dividends. Instead, consideration is given to the progress of scientific programs, the commercialisation of those programs, the development of the Company’s intellectual property and asset base and long-term share price performance. Hexima Limited // 2009 AnnUAL RepoRt 25 service Contracts the Group and the Company has entered into service contracts with key management personnel, which outline the components of compensation paid to key management personnel, but do not prescribe how compensation levels are modified from year to year. Compensation levels are reviewed each year to take into account cost-of-living changes, any change in scope of the role performed by the senior executive and any changes required to meet the principles of the compensation policy. All employment contracts may be terminated immediately for cause or for material underperformance, except in the case of Mr Hofheimer, whose contract requires that the Company give him 10 days’ notice of termination for cause or material underperformance. GF dan o’brien Mr o’Brien was appointed Chairman of the Board of Directors from 1 July 2008. Hexima contracts Dromoland Capital pty Limited to provide Mr o’Brien’s services. Mr o’Brien is the controlling shareholder, the director and a full time employee of Dromoland Capital pty Limited. Joshua T Hofheimer Mr Hofheimer was employed by the Company from May 2008 and he was formally appointed as Chief executive officer/Managing Director from 1 July 2008. Mr Hofheimer has an employment contract with the Company, which has an unlimited term, but may be terminated by Mr Hofheimer giving the Company six months’ notice or by the Company giving Mr Hofheimer 60 days’ notice. the Company retains the right to terminate the contract immediately, by making payment equal to 60 days’ pay in lieu of notice. Mr Hofheimer’s remuneration package includes a long-term incentive of 1,000,000 Initial share options (exercisable at $nil), with a two year vesting period, and 2,000,000 share options (exercisable at $1.25) with 25% of these options having a 2, 3, 4 and 5 year vesting period. If Hexima terminates Mr Hofheimer’s employment other than for cause within the first 2 years of employment, the 1,000,000 Initial share options and the first 25% of the unvested share options will vest immediately. If Hexima terminates Mr Hofheimer’s employment after the first two years of employment, he will be entitled to exercise all the share options that have already vested, plus the next 25% portion of the unvested share options. If Hexima terminates his employment for cause at any time, Mr Hofheimer will have no entitlement or right to any of the unvested Initial share options or unvested share options. Professor Adrienne e Clarke professor Clarke served as Deputy Chairman and Chief science officer during the financial year and had an employment contract with the Company. professor Clarke retired from executive duties from 1 July 2009 and continues to serve as Deputy Chairman and non-executive Director. Professor Marilyn A Anderson professor Anderson was appointed Chief science officer from 1 July 2009. she was formerly senior Vice president Research and Discovery. professor Anderson is an employee of La trobe University and Hexima contracts her services through a Research Agreement with the university. In addition to her employment by the university, professor Anderson also has an employment contract with the Company. this employment contract has a term of three years from 1 December 2007 and may be terminated with six months’ notice by the employee. dr robyn L Heath Dr Heath, senior Vice president product Development, is an employee of the University of Melbourne, and Hexima contracts her services through a Research Agreement with the university. In addition to her employment by the university, Dr Heath also has an employment contract with the Company. this employment contract has a term of three years from 1 December 2007 and may be terminated with six months’ notice by the employee. Justine C Heath Ms Heath, Company secretary and Chief Financial officer, has an employment contract with the Company for an unlimited term, which may be terminated with two months’ notice by either party. the Company retains the right to terminate the contract immediately, by making payment equal to two months’ pay in lieu of notice. the Company is required to provide six months’ salary in lieu of notice in the event of a change of control of the Company. Non-executive directors the Constitution provides that non-executive Directors may be paid or provided fees or other remuneration for their services as a Director of Hexima (including as a member of any Directors’ committee). the total amount or value of this remuneration must not exceed $500,000 (including mandatory superannuation) per annum or such other maximum amount determined by the Company in a general meeting. A non-executive Director may be paid remuneration for services outside the scope of ordinary duties of the Director. non-executive Directors may also be paid expenses properly incurred in attending meetings or otherwise in connection with the Company’s business. Fees payable to non-executive Directors for the financial year ended 30 June 2009 were set at $55,000 per annum for non- executive Directors and $110,000 per annum for the Chairman. Additional ‘per diem’ fees are paid where services rendered are above normal requirements. there has been no change to fees paid to non-executive Directors since the Company listed in 2007. Details of the nature and amount of each major element of the remuneration of each Director of the Company and each of the named officers of the Company, which is consistent with that of the consolidated entity, (including key management personnel) receiving the highest remuneration are included in the table following. 26 directors’ and executive Officers’ Remuneration (Company and Consolidated) – audited Details of the nature and amount of each major element of remuneration of each Director of the Company and each key management personnel are: Short term employee benefits Short Term Incentive (cash) Fixed Remuneration (Salary & Fees) Total Short-term employee benefits Share based payments Share Options Issued(10) Converting Notes Issued Post Employment Benefits – Superannuation Proportion of remuneration performance related Value of Options as proportion of Remuneration Total Remuneration Non-executive directors GF Dan o’Brien (1) (Chairman) steven M skala (2) Jonathan West (9) Hugh M Morgan Adrienne e Clarke (3) (Former Chief science officer) executive directors Joshua t Hofheimer (4) (7) (Ceo) executives Marilyn A Anderson (5) (Chief science officer) Robyn L Heath (6) (senior Vice president product Development) Justine C Heath (7) (CFo, Co. secretary) Adam L Hall (8) (Former Chief operating officer) total total 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 155,962 600,000 - 100,918 50,458 106,458 50,458 50,458 205,864 308,798 585,576 69,711 126,162 72,203 38,724 16,991 185,000 136,778 - 224,462 1,398,204 1,686,777 - - - - - - - - - - - - - - - - 155,962 600,000 - 100,918 50,458 106,458 50,458 50,458 205,864 308,798 - - - - - - - - - - 585,576 69,711 212,606 - 126,162 72,203 38,724 16,991 - - - - 185,000 - 136,778 - - - - 224,462 - 1,398,204 - 1,686,777 7,680 - - - 220,286 - - - - - - - - - - - - - - - - - - - - - - - 14,038 - 55,000 9,082 4,542 4,542 4,542 4,542 60,327 27,792 170,000 600,000 55,000 110,000 55,000 111,000 55,000 55,000 266,191 336,590 14,424 1,717 812,606 71,428 11,354 6,498 37,000 24,666 137,516 78,701 75,724 41,657 16,648 12,309 - 39,062 209,328 149,087 - 263,524 217,875 1,836,365 130,210 1,816,987 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 26% - - - - - 4% - - - - - Notes in relation to the table of directors’ and executive officers’ remuneration – audited 1. Mr o’Brien was appointed Chairman on 1 July 2008. He was previously the Chief executive officer/Managing Director. Mr o’Brien was paid the agreed Chairman’s fee of $110,000 for the year ended 30 June 2009, plus an additional $60,000 reflecting the extra services performed in the handover of responsibilities to the incoming Chief executive officer/Managing Director. 2. Mr skala was the Chairman of the Company until 30 June 2008 and continued as a non-executive Director from 1 July 2008. 3. professor Clarke was Chief science officer and an executive Director of the Company until 30 June 2009. From 1 July 2009 professor Clarke serves as a non-executive Director. she continues in her role as Deputy Chairman. 4. Mr Hofheimer received allowances for rent and health benefits during the year ended 30 June 2009. Rental expenses totaled $58,157 and health benefits amounted to $46,341 for the period. 5. professor Anderson is employed by La trobe University. the Company engages her services through a Research Agreement with the university and through a separate direct employment agreement. professor Anderson’s total remuneration from the Company and La trobe University (in relation to services performed for Hexima) was $267,516, comprising $137,516 paid directly by the Company and $130,000 paid by La trobe University (for the services performed for Hexima). the amount shown in the table above represents payments made directly to professor Anderson by the Company and the consolidated entity only. 6. Dr Heath is employed by the University of Melbourne. the Company engages her services through a Research Agreement with the university and through a separate direct employment agreement. Dr Heath’s total remuneration from the Company and the University of Melbourne was $195,031, comprising $75,724 paid directly by the Company and $119,307 paid by the University of Melbourne. the amount shown in the table above represents payments made directly to Dr Heath by the Company and the consolidated entity only. 7. share options were issued to Mr Hofheimer and Ms Justine Heath during the year ended 30 June 2009. 8. Mr Hall resigned on 30 november 2007. 9. Jonathan West is paid $55,000 p.a as a non-executive Director. In respect of the year ended 30 June 2008, professor West was paid an additional $56,000 for additional business development consulting work performed on behalf of the consolidated entity. 10. the fair value of options is calculated at grant date using the Binomial Approximation option pricing model and allocated to each period evenly over the period from grant date to vesting date. the value disclosed is the portion of the fair value of the options recognized in this reporting period Hexima Limited // 2009 AnnUAL RepoRt 27 equity instruments – audited All options refer to options over ordinary shares of Hexima Limited, which are exercisable on a one-for-one basis under the employee share option plan. options and rights over equity instruments granted as compensation – audited Details on options over ordinary shares in the Company that were granted as compensation to each key management personnel during the reporting period and details on options that vested during the reporting period are as follows: Number of options granted during 2009 Grant date Fair value per option at grant date ($) exercise price per option ($) expiry date Number of options vested during 2009 directors Joshua Hofheimer Joshua Hofheimer Joshua Hofheimer Joshua Hofheimer Joshua Hofheimer executives Justine Heath 1,000,000 500,000 500,000 500,000 500,000 19 December 2008 19 December 2008 19 December 2008 19 December 2008 19 December 2008 20,000 19 December 2008 0.39 0.17 0.19 0.20 0.21 0.38 - 1.25 1.25 1.25 1.25 24 november 2018 24 november 2018 24 november 2018 24 november 2018 24 november 2018 - - - - - - 24 november 2018 20,000 no options have been granted since the end of the financial year. the options were provided at no cost to the recipients. In respect of the 1,000,000 options granted to Joshua Hofheimer, these options vest in June 2010. If employment is terminated (other than for cause) or resignation (other than for cause) before the first exercise date of 1 July 2010 will result in options vesting immediately. the options must be exercised within 12 months of termination of employment. In respect of the 2,000,000 options (in 4 tranches of 500,000), the 4 tranches of 500,000 options vesting at 1 July 2010, 1 July 2011, 1 July 2012, 1 July 2013. In the event of termination of employment (other than for cause) or resignation at the request by Hexima for resignation (other than for cause) before the First exercise Date of tranche 1 will result in 500,000 options (tranche 1) vesting immediately. these options must be exercised within 12 months of termination of employment. For the avoidance of doubt, the remaining unvested options will lapse at the time of the termination. In the event of termination of employment (other than for cause) or resignation at the request by Hexima for resignation (other than for cause) after the First exercise Date of tranche 1 will result in the next tranche of unvested options vesting immediately. All vested options must be exercised within 12 months of termination of employment. For the avoidance of doubt, the remaining options which have not been accelerated and have not vested at the time of the termination will lapse. the options granted to Justine Heath have vested at the grant date and relate to past services. exercise of options granted as compensation – audited no options were exercised during 2009 financial year. Analysis of options over equity instruments granted as compensation – audited options granted Number date % vested in year % forfeited in year (A) Financial years in which grant vests directors Joshua Hofheimer Joshua Hofheimer Joshua Hofheimer Joshua Hofheimer Joshua Hofheimer executives Justine Heath 1,000,000 500,000 500,000 500,000 500,000 19 December 2008 19 December 2008 19 December 2008 19 December 2008 19 December 2008 - - - - - 20,000 19 December 2008 100% - - - - - - 2010 2011 2012 2013 2014 2009 unissued shares under option At the date of this report, unissued ordinary shares of the Company under option are: expiry date 31 December 2009 31 December 2009 31 December 2009 31 May 2010 30 June 2010 30 June 2012 16 May 2013 24 november 2018 24 november 2018 exercise Price $0.50 $0.31 $0.16 $0.00 $2.00 $2.00 $0.00 $0.00 $1.25 Number of Shares 4,969,702 928,425 154,737 75,000 800,000 1,600,000 112,000 1,020,000 2,000,000 11,659,864 no options have been exercised by Directors or key management personnel, and no options have lapsed, either during or after the end of the financial year ended 30 June 2009. options over 3,120,000 shares were issued to staff (including key management personnel) during the financial year ended 30 June 2009. Details of vesting requirements for options issued to key management personnel are set out on page 40 of the Directors Report. A further 100,000 options were issued to non-key management personnel during the financial year. 28 Analysis of movement in options – audited the movement during the reporting period, by value, of options over the ordinary shares in the Company held by each key management person and each of executives and relevant group executives is detailed below. Value of options Joshua Hofheimer Justine Heath Granted in year $ (a) 212,606 7,680 exercised in year $ (b) - - Lapsed in year ($) (c ) - - (a) the value of options granted in the year is the fair value of the options calculated at grant date using the Binomial Approximation option pricing model. the total value of the options granted is included in the table above. this amount is allocated to remuneration over the vesting period. (b) the value of options exercised during the year is calculated as the market price of shares of the Company as at close of trading on the date the options were exercised after deducting the price paid to exercise the option. (c) the value of options that lapsed during the year represents the benefit forgone and is calculated at the date the option lapsed using the Binomial Approximation option pricing model assuming the performance criteria has been achieved. no options lapsed in the year. directors’ interests set out below are details of the interests of the Directors at the date of this report in the shares of the Company, rights or options over such instruments. Interests include those held directly and indirectly. director steven M skala Adrienne e Clarke GF Dan o’Brien Jonathan West Hugh M Morgan Joshua Hofheimer total Total shares 30 June 2009 4,012,730 5,417,919 4,844,768 1,611,702 6,454,503 50,000 22,391,622 options over shares 30 June 2009 1,057,768 1,096,971 1,231,456 300,000 303,031 3,000,000 6,989,226 share Options During or since the end of financial year, the Company granted options for no consideration over unissued ordinary shares in the Company to the following directors and key management personnel of the Company as part of their remuneration: Joshua Hofheimer Joshua Hofheimer Justine Heath Number of options Granted 2,000,000 exercise Price $1.25 expiry date 24 november 2018 1,000,000 20,000 $0.00 $0.00 24 november 2018 24 november 2018 Vesting requirements 4 tranches of 500,000 options vesting at 1 July 2010, 1 July 2011, 1 July 2012, 1 July 2013 Vesting at 1 July 2010 past services, immediate vesting All options were granted during the financial year. no options have been granted since the end of the financial year. Hexima Limited // 2009 AnnUAL RepoRt InDepenDenCe DeCLARAtIon 29 Lead auditors’ independence declaration Under section 370C of the Corporations act 2001 the Lead Auditor’s Independence Declaration is set out on page 52 and forms part of the Directors’ Report for the ended 30 June 2009. this report is made pursuant to a resolution of the Directors. Mr GF dan o’brien Director Mr Joshua T Hofheimer Director Dated this 18th day of August 2009 auditors Non-Audit Services During the year KpMG, the Company’s auditor, has performed certain services in addition to their statutory duties. the Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: à all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the audit committee to ensure they do not impact the integrity and objectivity of the auditor; and à the non-audit services provided by the auditor do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. Details of the amount paid or payable to the auditor of the Company, KpMG, and its related practices for audit and non- audit services provided during the year are set out below. Audit Services ($) Audit of the annual financial report Review of half year financial report Services other than statutory audit special grant audit tax compliance services Accounting Assistance Migration services 2009 48,600 23,000 6,000 1,200 - 3,226 82,026 2008 47,000 21,000 3,000 11,100 7,000 5,765 94,865 indemnification and insurance of Officers and auditors no indemnities were given or insurance premiums paid during the financial year for any person who was an auditor of the Company. the Company has not indemnified any Directors. During the financial year ended 30 June 2009, the Company paid insurance premiums of $75,680 (including taxes) in respect of Directors’ and officers’ liability and legal expenses insurance contracts, for current and former Directors and officers of the Company. the insurance premiums relate to: à costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and à other liabilities that may arise from their position, with the exception of conduct involving a willful breach of duty or improper use of information or position to gain personal advantage. 30 InCoMe stAteMents for the year ended 30 June 2009 Revenue Contracted research expenditure other research & development expenditure patent and legal expenses Field trial expenses Marketing & business development expenses employee benefits expense Depreciation expense other expenses results from operating activities Financial income Net financing income/(expenses) Loss before income tax Income tax expense Loss for the period earnings per share Basic earnings/(loss) per share Diluted earnings/(loss) per share Notes 6 7 8 9 10(a) 24 24 Consolidated ($) 2009 1,045,544 (3,408,634) (6,314,857) (555,079) (170,610) (477,551) (2,978,357) (81,482) (417,264) (14,403,834) (13,358,290) 2,082,267 2,082,267 (11,276,023) - (11,276,023) Parent entity ($) 2009 1,045,544 (3,408,634) (6,314,857) (555,079) (170,610) (477,551) (2,978,357) (81,482) (417,264) (14,403,834) (13,358,290) 2,082,267 2,082,267 (11,276,023) - (11,276,023) ($) 2008 1,155,504 (2,156,583) (87,873) (634,226) (161,810) (389,539) (2,703,846) (29,443) (433,222) (6,596,542) (5,441,038) 2,411,129 2,411,129 (3,029,909) - (3,029,909) (0.144) (0.144) (0.144) (0.144) (0.045) (0.045) the accompanying notes form part of these financial statements Hexima Limited // 2009 AnnUAL RepoRt BALAnCe sHeets as at 30 June 2009 31 Current Assets Cash and cash equivalents Receivables Total Current Assets Non-Current Assets Receivables Investments plant and equipment prepaid expenses Total Non-Current Assets Total Assets Current Liabilities trade and other payables Deferred income employee benefits Total Current Liabilities Non-Current Liabilities Deferred Income Total Non-Current Liabilities Total Liabilities Net Assets equity share capital Reserves Accumulated losses Total equity Notes Consolidated ($) 2009 Parent entity ($) 2009 ($) 2008 11 12 12 13 14 15 16 17 16 18 18 30,200,685 333,865 30,534,550 - - 858,814 25,000 883,814 31,418,364 1,897,439 600,000 83,430 2,580,869 - - 2,580,869 28,837,495 30,200,685 333,865 30,534,550 332,540 22 526,252 25,000 883,814 31,418,364 1,897,439 600,000 83,430 2,580,869 - - 2,580,869 28,837,495 35,614,053 789,465 36,403,518 - 2 261,470 - 261,472 36,664,990 1,702,207 600,000 14,085 2,316,292 600,000 600,000 2,916,292 33,748,698 57,198,035 618,975 (28,979,515) 28,837,495 57,198,035 618,975 (28,979,515) 28,837,495 51,198,035 254,155 (17,703,492) 33,748,698 the accompanying notes form part of these financial statements 32 stAteMents oF CHAnGes In eQUItY for the year ended 30 June 2009 Consolidated 2009 opening balance at 1 July 2008 net (loss) for the period total recognised income and expense for the period Issue of ordinary shares Issue of share options Closing balance at 30 June 2009 the Company 2009 opening balance at 1 July 2008 net (loss) for the period total recognised income and expense for the period Issue of ordinary shares Issue of share options Closing balance at 30 June 2009 2008 opening balance at 1 July 2007 net (loss) for the period total recognised income and expense for the period Issue of ordinary shares, 27 August 2007 – on conversion of converting notes – for cash on Initial public offering Issue of ordinary shares on exercise of options Issue of share options Less: transaction costs, net of tax Deferred tax asset in respect of transaction costs for raising share capital not recognised Closing balance at 30 June 2008 Note 18 18 Note 18 18 18 18 18 ordinary Shares $ 51,198,035 - - 6,000,000 - 57,198,035 equity option reserve $ 200,000 - - - - 200,000 ordinary Shares $ 51,198,035 - - 6,000,000 - 57,198,035 equity option reserve $ 200,000 - - - - 200,000 equity compensation reserve $ 54,155 - - - 364,820 418,975 equity compensation reserve $ 54,155 - - - 364,820 418,975 2,361,456 - - 11,311,597 40,000,000 151,516 - (1,838,574) (787,960) 51,198,035 200,000 - - - - - - - - 200,000 12,000 - - - - - 42,155 - - 54,155 Accumulated Losses $ (17,703,492) (11,276,023) (11,276,023) - - (28,979,515) Total equity $ 33,748,698 (11,276,023) (11,276,023) 6,000,000 364,820 28,837,495 Accumulated Losses $ (17,703,492) (11,276,023) (11,276,023) - - (28,979,515) Total equity $ 33,748,698 (11,276,023) (11,276,023) 6,000,000 364,820 28,837,495 (14,673,583) (3,029,909) (3,029,909) (12,100,127) (3,029,909) (3,029,909) - - - - - 11,311,597 40,000,000 151,516 42,155 (1,838,574) - (17,703,492) (787,960) 33,748,698 Hexima Limited // 2009 AnnUAL RepoRt stAteMents oF CAsH FLoWs for the year ended 30 June 2009 33 Cash Flows From operating Activities Cash receipts from government grants & collaboration agreements Cash paid to suppliers and employees net cash (used in) operating activities Cash Flows From investing Activities Loan to subsidiary Interest received payments for plant and equipment Investment in subsidiary net cash from investing activities Cash Flows From Financing Activities proceeds from issue of share capital transaction costs relating to issue of shares proceeds from exercise of share options payment of loan net cash from financing activities net (decrease)/ increase in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June Notes Consolidated ($) 2009 Parent entity ($) 2009 ($) 2008 487,927 (7,651,784) (7,163,857) 487,927 (7,651,784) (7,163,857) 675,267 (6,746,899) (6,071,632) - 2,534,228 (783,739) - 1,750,489 (332,540) 2,534,228 (451,179) (20) 1,750,489 - - - - - - - - - - (5,413,368) 35,614,053 30,200,685 (5,413,368) 35,614,053 30,200,685 - 1,667,118 (172,359) 1,494,759 40,000,000 (2,626,534) 151,516 (167,416) 37,357,566 32,780,693 2,833,360 35,614,053 20b 18 18 18 20a the accompanying notes form part of these financial statements 34 notes to tHe FInAnCIAL stAteMents For the year ended 30 June 2009 1. Reporting entity Hexima Limited (the ‘Company’) is a Company domiciled in Australia. the address of the Company’s registered office is Level 5, 114 William street, Melbourne, Victoria, 3000. the consolidated financial statements of the Company as at and for the year ended 30 June 2009 comprises the Company and its subsidiaries (together referred to as the ‘Group’ and individually as ‘Group’ entities). the Group is actively engaged in the research and development of technology for the protection and enhancement of commercial crops, primarily to enhance their resistance to insects and fungal pathogens. 2. Basis of Preparation (a) Statement of compliance the financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting standards (AAsBs) (including Australian Interpretations) adopted by the Australian Accounting standards Board (AAsB) and the Corporations Act 2001. the consolidated financial report of the Group and the financial report of the Company comply with International Financial Reporting standards (IFRss) and interpretations adopted by the International Accounting standards Board (IAsB). the financial statements were approved by the Board of Directors on18th August 2009. (b) basis of measurement the financial report has been prepared on the basis of historical cost, except for derivative financial instruments and liabilities for cash-settled share based payment arrangements which are measured at fair value. (c) Functional and presentation currency the financial statements are presented in Australian dollars, which is the Company’s and Group’s functional currency. (d) use of estimates and judgements the preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. the estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. the estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in the following note: note 19 – measurement of share-based payments. 3. significant accounting Policies the accounting policies set out below have been applied consistently to all periods by Group entities. Certain comparative amounts have been reclassified to conform with the current year’s presentation. (a) basis of Consolidation Subsidiaries subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. the financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. the accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. In the Company’s financial statements, investments in subsidiaries are carried at cost. (b) Financial instruments (i) Non-derivative financial instruments non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and trade and other payables. non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. subsequent to initial recognition non-derivative financial instruments are measured as described below. Cash and cash equivalents comprise cash balances and call term deposits. term deposits are classified as cash as the Group can convert the deposits as available cash in reasonable time with minimal break costs to the Group. Accounting for finance income and expense is discussed in note 3(h). (ii) Converting notes non-redeemable converting notes which convert to share capital and where the number of shares issued vary with changes in their fair value are accounted for as hybrid financial instruments, split between host contract debt and derivative debt. the derivative debt component embedded in hybrid convertible notes is calculated at its fair value at the time of recognition of the convertible notes and then fair valued on an on-going basis with changes recognised in the profit and loss account. Converting notes are recognised in the balance sheet upon issue. For partly paid converting notes, a receivable is recognised to the extent of the unpaid amount. (iii) other non-derivative financial instruments other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses. (iv) derivative financial instruments Separable embedded derivatives Changes in the fair value of separable embedded derivatives are recognised immediately in profit or loss. Hexima Limited // 2009 AnnUAL RepoRt 35 An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost, the reversal is recognised in profit or loss. (ii) Non-financial assets the carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. In respect of assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. the recoverable amount of an asset is the greater of its fair value and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or group of assets (the ‘cash generating unit’). (f ) revenue Grant revenue Government grant income that compensates the Group for expenses incurred is recognised as revenue in the income statement on a systematic basis in the same periods in which the expenses are incurred. research grants and collaboration fees Research grants and collaboration fees represents revenue received from entities who fund and/or participate in the collaborative research initiatives of the Group. When services in respect of collaborative research activities are performed by an indeterminate number of acts over a specified period of time, revenue is recognised on a straight line basis over the period of the collaborative research agreement. Unrecognised revenue, representing payments received during the year for services to be provided in the future, is recognised as deferred income. (v) Share capital Ordinary shares ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any related income tax benefit. other incremental costs not attributable to issue of ordinary shares are expensed as incurred. Dividends Dividends are recognised as a liability in the period in which they are declared. (c) Plant and equipment (i) recognition and measurement Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of plant and equipment have different useful lives, they are accounted for as separate items of plant and equipment. Cost includes expenditures that are directly attributable to the acquisition of the asset. (ii) Subsequent costs the Company recognises in the carrying amount of an item of plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred. (iii) depreciation Depreciation is charged to the income statement on a straight- line basis over the estimated useful lives of each part of an item of plant and equipment. the depreciation/amortisation rates used for each class of asset are as follows: plant and equipment office equipment 2009 15% - 37.5% 33% - 66.7% 2008 15% - 37.5% 33% Depreciation methods, useful lives and residual values are reassessed at the reporting date. (d) Foreign Currency transactions in foreign currencies are translated to the functional currency of Group entities at exchange rates at the dates of the transactions. (e) impairment (i) Financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on a individual basis. the remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognised in profit or loss. 36 (g) research expenditure expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the income statement as an expense as incurred. patent costs relating to research activities are expensed as incurred. plant and equipment acquired to perform research activities are capitalised where the plant and equipment are not specific in nature to the Group’s research activities and can be sold or leased to third parties. plant and equipment specific to the research activities of the Group are expensed on acquisition. (h) Finance income and expenses Finance income comprises interest income on term deposits. Interest income is recognised as it accrues in profit or loss, using the effective interest method. (i) income tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences where the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (j) Goods and services tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (Gst), except where the amount of Gst incurred is not recoverable from the taxation authority. In these circumstances, the Gst is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of Gst included. the net amount of Gst recoverable from, or payable to, the Ato is included as a current asset or liability in the balance sheet. Cash flows are included in the statements of cash flows on a gross basis. the Gst components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the Ato are classified as operating cash flows. Hexima Limited // 2009 AnnUAL RepoRt (k) Segment reporting A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products and services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. the Group primarily operates in one sector, being the agricultural biotechnology industry, developing and/or commercialising agricultural biotechnology research. the majority of operations are in Australia. (l) employee benefits defined contribution plans A defined contribution plan is a post-employment benefit under which the an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. obligations for contributions to defined contribution plans are recognised as a personnel expense in profit or loss when they are due. prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Short term benefits short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Long term employee benefits the Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on costs; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. the maturity discount rate is the yield at the reporting date on AA credit-rated Commonwealth Government bonds that have dates approximating the terms of the Group’s obligations. (m) Share based payment transactions equity Settled the grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity over the period that the employee becomes unconditionally entitled to the options. the amount recognised as an expense is adjusted to reflect the actual number of share options that vest except for those that fail to vest due to market conditions not being met. (n) earnings per share the Group presents basic and diluted earnings per share (eps) data for its ordinary shares. Basic eps is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted eps is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options issued. 37 (o) determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value for both financial and non- financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. Share-based payment transactions the fair value of employee share options at grant date is measured using the Binomial Approximation option pricing method. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. research expenses the fair value of research expenses (note 7,18) has been measured at the Directors’ estimate of the fair value of intellectual property rights acquired from an independent party dealing at arm’s length. (p) New standards and interpretations not yet adopted the following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. they are available for early adoption at 30 June 2009, but have not been applied in preparing this financial report: à Revised AASB 101 Presentation of Financial Statements (2007) introduces the term total comprehensive income, which represents changes in equity during a period other than those changes resulting from transactions with owners in their capacity as owners. total comprehensive income may be presented in either a single statement of comprehensive income (effectively combining both the income statement and all non-owner changes in equity in a single statement) or, in an income statement and a separate statement of comprehensive income. Revised AAsB 101, which becomes mandatory for the Group’s 30 June 2010 financial statements, is expected to have a significant impact on the presentation of the consolidated financial statements. the Group plans to provide total comprehensive income in a single statement of comprehensive income for its 2010 consolidated financial statements. à AASB 2008-1 Amendments to Australian Accounting Standard – Share-based Payment: Vesting Conditions and Cancellations clarifies the definition of vesting conditions, introduces the concept of non-vesting conditions, requires non- vesting conditions to be reflected in grant-date fair value and provides the accounting treatment for non-vesting conditions and cancellations. the amendments to AAsB 2 will be mandatory for the Group’s 30 June 2010 financial statements, with retrospective application. the Group has not yet determined the potential effect of the amendment. 4. Financial Risk management overview the Company has exposure to the following risks from their use of financial instruments: à credit risk à liquidity risk à market risk. this note presents information about the Company’s and Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report. the Board of Directors has overall responsibility for the oversight of risks. the Company and the Group maintains a control environment in which all employees understand their roles and obligations. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivable from the Government in respect of research grants accrued interest receivable from the banks. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. the Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. the Group prepares and monitors budgets to manage its liquidity for the short and long term. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. the Board of Directors oversee market risk exposures to optimise returns. Currency risk the Group’s currency risk is limited to trade and other payables that are denominated in a currency other than the functional currency of the Group entities, primarily Us dollar (UsD). Given the minimal value of foreign currency transactions the Group does not enter into contracts to hedge currency risk. At 30 June 2009, there were no receivables denominated in foreign currencies (2008: $nIL), however there were amounts payable of $11,636 (2008: $74,606). interest rate risk the Group does not have any interest expenses. Interest income is earned on term deposits and cash at bank, which are based on prevailing market rates. 38 Hexima Limited // 2009 AnnUAL RepoRt Capital management the Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. As the Company is a development stage company, the Board of Directors monitors the Company’s performance with particular regard to the progress of scientific programs, the commercialisation of those programs, the development of the Company’s intellectual property and asset base and long-term share price performance. there were no changes in the Group’s approach to capital management during the year. the Group is not subject to externally imposed capital requirements. 5. segment Reporting the Group primarily operates in one sector, being the agricultural biotechnology industry developing and/or commercialising agricultural biotechnology research. the majority of operations are in Australia. 6. Revenue Government grants Research grants and collaboration fees Consolidated ($) 2009 277,659 767,885 1,045,544 Parent entity ($) 2009 277,659 767,885 1,045,544 ($) 2008 455,504 700,000 1,155,504 7. Other Research and development expenditure Note other research and development expenditure Research intellectual property rights acquired in 2009 - expensed 8. Other expenses Administration & compliance costs other expenses 314,857 314,857 87,873 18 6,000,000 6,314,857 6,000,000 6,314,857 - 87,873 224,738 192,526 417,264 224,738 192,526 417,264 251,143 182,079 433,222 9. Finance income and expense Interest income on term deposit and cash at bank Finance income 2,082,267 2,082,267 2,082,267 2,082,267 2,411,129 2,411,129 10. income tax (a) Numerical reconciliation between tax expense and pre-tax net profit Loss before tax Income tax using the domestic corporation tax rate of 30% (2008: 30%) Increase/(decrease) in income tax expense due to: other non-deductible expenses R & D concessional increment non-deductible share based payment non-deductible research expenses arising from shares issued as consideration for intellectual property rights temporary differences not brought to account tax losses not brought to account Income tax expense/(benefit) on pre-tax net profit Consolidated ($) 2009 (11,276,023) Parent entity ($) 2009 (11,276,023) ($) 2008 (3,029,909) (3,382,807) (3,382,807) (908,972) - (296,528) 109,446 - (296,528) 109,446 - (163,971) 12,647 1,800,000 49,692 1,720,197 1,800,000 49,692 1,720,197 - (356,350) 1,416,646 - - - 39 10. income tax (continued) (b) unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: temporary differences tax losses total 855,690 3,832,714 4,688,404 855,690 3,832,714 4,688,404 805,990 2,112,517 2,918,507 the deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group and the Company could utilise the benefits therefrom. Comparative amounts have been restated to reflect assessed balances. 11. Cash and Cash equivalents Cash on hand Cash at bank term Deposit 12. Receivables Current trade receivables Accrued Interest prepayments Non-Current Loan to subsidiary 2,467 631,218 29,567,000 30,200,685 2,467 631,218 29,567,000 30,200,685 3,605 672,980 34,937,468 35,614,053 2,875 292,050 38,940 333,865 2,875 292,050 38,940 333,865 42,383 744,011 3,071 789,465 - - 332,540 332,540 - - the Company’s exposure to credit and currency risks and impairment losses related to trade receivables is disclosed in note 22. 13. investments shares in pharmagra pty Ltd (formerly Hexima Biotech pty Ltd) - at cost shares in Hexima Holdings pty Ltd - at cost - - - 2 20 22 2 - 2 pharmagra pty Ltd is incorporated in Australia and is a 100% owned subsidiary of the Company. pharmagra pty Ltd has total assets and net assets of $2.00 at 30 June 2009. Hexima Holdings pty Ltd is incorporated in Australia and is a 100% owned subsidiary of the Company. Hexima Holdings pty Ltd has total assets of $332,540 at 30 June 2009, which comprises the glasshouse under construction at La trobe University. 14. Plant and equipment Consolidated Cost Balance at 1 July 2008 Additions Balance at 30 June 2009 Accumulated depreciation Balance at 1 July 2008 Depreciation for the year Balance at 30 June 2009 Carrying amounts At 1 July 2008 At 30 June 2009 Plant and equipment $ 266,423 675,807 942,230 office equipment $ 74,173 3,018 77,191 48,765 59,608 108,373 217,658 833,857 30,361 21,873 52,234 43,812 24,957 Total $ 340,596 678,825 1,019,421 79,126 81,481 160,607 261,470 858,814 40 14. Plant and equipment (continued) The Company Cost Balance at 1 July 2008 Additions Balance at 30 June 2009 Balance at 1 July 2007 Additions Balance at 30 June 2008 Accumulated depreciation Balance at 1 July 2008 Depreciation for the year Balance at 30 June 2009 Balance at 1 July 2007 Depreciation for the year Balance at 30 June 2008 Carrying amounts At 1 July 2007 At 30 June 2008 At 1 July 2008 At 30 June 2009 266,423 343,245 609,668 106,354 160,069 266,423 48,765 59,608 108,373 30,318 18,447 48,765 76,036 217,658 217,658 501,295 74,173 3,018 77,191 25,739 48,434 74,173 30,361 21,873 52,234 19,365 10,996 30,361 6,374 43,812 43,812 24,957 340,596 346,263 686,859 132,093 208,503 340,596 79,126 81,481 160,607 49,683 29,443 79,126 82,410 261,470 261,470 526,252 15. trade and Other Payables Current trade payables other payables & accrued expenses Consolidated ($) 2009 Parent entity ($) 2009 ($) 2008 1,441,794 455,645 1,897,439 1,441,794 455,645 1,897,439 1,060,135 642,072 1,702,207 Included in trade payables is an amount of $nIL (2008: $28,263) in respect of key management personnel accrued remuneration. the Company’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 22. 16. deferred income Hexima has entered into a Research and Development Agreement with Balmoral Australia pty Limited (‘Balmoral’), whereby Balmoral has paid Hexima $1,800,000 to conduct research on its behalf for three years commencing 1 July 2007. the contract has a term of three years expiring on 30 June 2010. In accordance with the Group’s accounting policy in respect of collaborative research agreements, the $1,800,000 is being recognised as income over the three year collaborative research period. Accordingly, $600,000 has been recognised as income in the year ended 30 June 2009 and deferred income of $600,000 as at 30 June 2009 represents the total income to be earned in the coming year. 17. employee Benefits Current superannuation Liability for annual leave Consolidated ($) 2009 Parent entity ($) 2009 ($) 2008 37,963 45,467 83,430 37,963 45,467 83,430 - 14,085 14,085 Hexima Limited // 2009 AnnUAL RepoRt 41 18. Capital and Reserves Reconciliation of movement in capital and reserves Consolidated and the Parent entity ordinary Shares on issue at 1 July Issued at $1.50 per share as consideration for intellectual property acquired for research purposes Issued for cash transaction costs, net of tax Deferred tax assets relating to transaction costs not recognised Conversion of converting notes exercise of share options on issue at 30 June – fully paid Number of shares Amount 2009 74,576,307 2008 33,224,006 2009 ($) 51,198,035 2008 ($) 2,361,456 4,000,000 - - - - - 78,576,307 - 32,000,000 - - 9,049,270 303,031 74,576,307 6,000,0001 - - - - - 57,198,035 - 40,000,0002 (1,838,574)3 (787,960)3 11,311,5974 151,516 51,198,035 1. the $6.0 million increase in share capital for 2008/09 was a result of the co-development and commercialisation agreement the Company entered into on 7 August 2008 with Dupont agricultural business, pioneer Hi-Bred International, Inc. (Dupont/pioneer), for the commercialisation of fungal resistance technology. As part of this agreement, Hexima acquired intellectual property rights valued at $6.0 million. As consideration, and pursuant to a placement agreement, Hexima issued 4,000,000 ordinary shares at $1.50 per share. the financial effects of this transaction have been recorded as a research and development expenditure of $6.0 million with a corresponding increase in share capital. 2. the Company listed on the Australian stock exchange on 27 August 2007 and this represents the gross proceeds from the issue of shares on initial public offering at $1.25 per share. 3. transaction costs and the tax effect of this cost arising from the initial public offering by the Company in August 2007. 4. Converting notes liability of $11,311,597 were converted to ordinary shares on initial public offering in August 2007 under the terms of the converting notes. Accordingly the converting note liability was extinguished with a corresponding increase in share capital. Number of options Amount 2009 2008 ($) 2009 ($) 2008 2,400,000 2,400,000 2,400,000 2,400,000 6,164,864 3,120,000 - 9,284,864 11,684,864 6,355,895 112,000 (303,031) 6,164,864 8,564,864 200,000 200,000 54,155 364,820 - 418,975 618,975 200,000 200,000 12,000 42,155 - 54,155 254,155 equity option reserve on issue at 1 July on issue at 30 June – fully paid equity compensation reserve on issue at 1 July Issued as compensation exercise of share options 1 on issue at 30 June – fully paid Total reserve at 30 June 2009 the Company does not have authorised capital or par value in respect of its issued shares. the holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. 1. the options were exercised at $0.50 cash per share on 3 January 2008. equity Compensation reserve the equity compensation reserve represents the accumulated amount of share options vested to key management personnel and other personnel under compensation schemes. equity option reserve the equity option reserve comprises the accumulated amount of share options issued to other parties. 42 19. share-Based Payments the terms and conditions of the grants are as follows. All options are to be settled by physical delivery of shares. Grant date / parties entitled option granted to founding investors on 2 May 2002 option granted to directors on 14 october 2003 option granted to directors on 14 october 2003 option granted to third parties for R&D Collaboration on 29 June 2007 option granted to third parties for R&D Collaboration on 29 June 2007 option granted to non- key management personnel on 16 May 2008 option granted to an employee on 12 september 2008 option grant to key management personnel on 24 november 2008 Number of instruments 4,969,702 Vesting conditions past services, immediate vesting 928,425 past services, immediate vesting 154,737 past services, immediate vesting 800,000 past services, immediate vesting 1,600,000 past services, immediate vesting 112,000 3 months service 100,000 Vested on 29 May 2009 and expire on 31 May 2010. 2,000,000 4 tranches of 500,000 options vesting at 1 July 2010, 1 July 2011, 1 July 2012, 1 July 2013. Contractual life of options 7.67 years 6.22 years 6.22 years 3 years 5 years 5 years 0.9 years 10 years termination of employment (other than for cause) or resignation at the request by Hexima for resignation (other than for cause) before the First exercise Date of tranche 1 will result in 500,000 options (tranche 1) vesting immediately. these options must be exercised within 12 months of termination of employment. For the avoidance of doubt, the remaining unvested options will lapse at the time of the termination. termination of employment (other than for cause) or resignation at the request by Hexima for resignation (other than for cause) after the First exercise Date of tranche 1 will result in the next trance of unvested options vesting immediately. All vested options must be exercised within 12 months of termination of employment. For the avoidance of doubt, the remaining options which have not been accelerated and have not vested at the time of the termination will lapse. Vests on second anniversary (June 2010) of commencement of employment. termination of employment (other than for cause) or resignation as a result of a request by Hexima for resignation (other than for cause) before the First exercise Date of 1 July 2010 will result in the options vesting immediately. the options must be exercised within 12 months of termination of employment past services, immediate vesting 10 years 10 years option granted to key management on 24 november 2008 1,000,000 option granted to key management on 24 november 2008 total share options 20,000 11,684,864 the number and weighted average exercise prices of share options is as follows: outstanding at 1 June exercised during the period Granted during the period outstanding at 30 June weighted average exercise price 2009 $0.89 $nil $0.80 $0.86 Number of options 2009 8,564,864 - 3,120,000 11,684,864 weighted average exercise price 2008 $0.88 $0.50 $nil $0.89 Number of options 2008 8,755,895 (303,031) 112,000 8,564,864 the options outstanding at 30 June 2009 have an exercise price in the range of $nil to $2 and a weighted average remaining contractual life of 3.24 years. the fair value of services received in return for share options granted is based on the fair value of share options granted, measured using a binomial approximation option pricing model, incorporating the probability of the relative total shareholder return vesting condition being met, with the following inputs: Hexima Limited // 2009 AnnUAL RepoRt 43 Fair value of share options and assumptions Key management personnel and employees Fair value at grant date (weighted average) share price (weighted average) exercise price (weighted average) expected volatility (weighted average volatility) option life (expected weighted average life) expected dividends Risk-free interest rate (weighted average based on government bonds) employee expenses Current share options granted in 2008 – equity settled share options granted in 2009 – equity settled total expense recognised as employee costs 2009 2008 $0.3199 $0.3199 $0.8013 78.89% 9.76 years 0.00% 3.09% $0.8615 $0.8615 $nil 74.78% 5 years 0.00% 6.34% Consolidated ($) 2009 Parent entity ($) 2009 ($) 2008 54,333 310,487 364,820 54,333 310,487 364,820 42,155 - 42,155 20. Notes to the statement of Cashflow 20a. reconciliation of Cash Reconciliation of cash at the end of the period (as shown in the statement of cash flows) to the related items in the accounts is as follows: Consolidated ($) 2009 note Parent entity ($) 2009 ($) 2008 Cash on hand and at bank 11 30,200,685 30,200,685 35,614,053 20b. reconciliation of Cash Flows From operating Activities Cash flows from operating activities Loss for the period Adjustments for: Interest received – classified as investing activity Depreciation equity settled share based payment expense equity issued to Dupont operating loss before changes to working capital (Increase)/decrease in trade and other receivables and prepayments Increase/(decrease) in payables and employee benefits plant and equipment acquired on credit included in trade payables Increase/(decrease) in deferred income net cash from/(used in) operating activities (11,276,023) (11,276,023) (3,029,909) (2,534,228) 81,482 364,820 6,000,000 (7,363,949) 430,600 264,577 104,915 (600,000) (7,163,857) (2,534,228) 81,482 364,820 6,000,000 (7,363,949) 430,600 264,577 104,915 (600,000) (7,163,857) (1,667,118) 29,443 42,155 - (4,625,429) (655,244) (154,815) (36,144) (600,000) (6,071,632) 44 21. auditors’ Remuneration Audit services Auditors of the Company KpMG Australia Consolidated ($) 2009 Parent entity ($) 2009 ($) 2008 Audit of the annual financial report Review of half year financial statements 48,600 23,000 48,600 23,000 47,000 21,000 other services Auditors of the Company KpMG Australia Research grant audit tax compliance services Migration services Accounting assistance 6,000 1,200 3,226 - 82,026 6,000 1,200 3,226 - 82,026 3,000 11,100 5,765 7,000 94,865 22. Financial instruments Credit risk the carrying amount of the Group’s and the Company’s financial assets represents the maximum credit exposure. the Group’s maximum exposure to credit risk at 30 June was: Loan to subsidiary trade receivables – Government Accrued interest on bank term deposits Cash on hand and at bank note 12 12 12 11 Consolidated ($) 2009 - - 292,050 30,200,685 30,492,735 Parent entity ($) 2009 332,540 - 292,050 30,200,685 30,825,275 ($) 2008 - 42,383 744,011 35,614,053 36,400,447 Cash on hand and at bank are with the national Australia Bank and the Westpac Banking Corporation. impairment Losses none of the Group’s and the Company’s receivables are past due (2008: nil) and no impairment losses have been recognised (2008: nil). the Group and the Company are in the development phase of its research and development programme. the Group’s and the Company’s income is currently limited to interest on cash and term deposits, Australian government grants and collaborative research agreements where income is received in advance. Accordingly, risk of impairment losses is minimal. Liquidity risk the Group and the Company has no financial liabilities except for trade and other payables with a carrying value of $1,897,439 (note 15), which are payable in cash and have a maturity of less than 6 months. term deposits included in cash at bank above have maturities as follows: $6,800,000 – maturity date 13/7/09, $4,190,000 – maturity date 11/11/09, $14,077,000 – maturity date 10/10/2009 and $4,500,000 – maturity date 12/08/09. Currency risk At 30 June 2009, there were no receivables denominated in foreign currencies, however there were amounts payable of $11,636 (2008: $74,606). Hexima Limited // 2009 AnnUAL RepoRt Sensitivity analysis A 10% strengthening of the Australian dollar against the following currencies at 30 June would have increased equity and decreased the loss for the year by the amounts shown below. this analysis assumes that all other variables, in particular interest rates, remain constant. the analysis is performed on the same basis for 2008. 30 June 2009 30 June 2008 Loss reduction (UsD$) 1,058 6,773 45 24. earnings Per share Consolidated and the Company basic and diluted earnings per share the calculation of basic and diluted earnings per share at 30 June 2009 was based on a loss attributable to ordinary shareholders of $11,276,023 (2008:$3,029,909) and a weighted average number of ordinary shares of 78,159,869, calculated as follows: Loss attributable to ordinary shareholders A 10% weakening of the Australian dollar would have increased the loss for the year and decreased equity by $1,293 in 2009 (2008: $8,278) Loss for the period after income tax ($) 2009 ($) 2008 11,276,023 3,029,909 weighted average number of shares used as a denominator Number for basic earnings per share ordinary shares Number for diluted earnings per share ordinary shares 78,159,869 67,916,404 78,159,869 67,916,404 instruments not included in diluted earnings per share due to anti-dilutionary effect Number of shares Converting notes share options 2009 - 11,684,864 11,684,864 2008 - 8,564,864 8,564,864 25. Related Parties directors the following were key management personnel of the Group and the Company at any time during the reporting period and unless otherwise indicated were Directors for the entire period: executive directors Mr Joshua t Hofheimer (Ceo) Non-executive directors Mr GF Dan o’Brien (Chairman) Mr steven M skala professor Jonathan West Mr Hugh M Morgan professor Adrienne e Clarke (executive Director until 30 June 2009, non-executive from 1 July 2009) executives professor Marilyn A Anderson Dr Robyn L Heath Ms Justine C Heath interest risk exposure to interest rate risks arises in the normal course of the Company’s business in respect of interest income on term deposit (note 11) and cash at bank (note 11). the weighted average interest rate in respect of interest income in 2009 was 6.7% (2008:6.9%). Fixed rate instruments In respect of term deposits a 100 basis points increase in interest rates would have decreased the loss by $313,575 (2008: $349,375). A 100 basis points decrease in interest rates would have increased the loss by $313,575 (2008: $349,375). Variable rate instruments In respect of cash at bank a 100 basis points increase in interest rates would have decreased the loss by $8,163 (2008: $6,730). A 100 basis points decrease in interest rates would have increased the loss by $8,163 (2008: $6,730). estimation of fair values the fair value of a financial asset or a financial liability is the amount at which the asset could be exchanged, or liability settled in a current transaction between willing parties after allowing for transaction costs. the carrying value of financial assets and liabilities approximates the fair value at 30 June 2008 and 30 June 2009. 23. Contingencies the Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measure. Guarantee and indemnification the Company has an Institutional Biosafety Committee (IBC) to advise on certain aspects of the Group’s and the Company’s field trial applications. the Group and Company has agreed to indemnify, release and forever discharge the members of the IBC from and against any claim or liability, incurred by the members, arising in connection with the conduct of field trials and related applications being undertaken by the Group and the Company. the financial exposure from this arrangement is expected to be nil. 46 the key management personnel compensation included in ‘employee benefits expense’ is as follows: short term employee benefits post employment benefits share based payments Consolidated ($) 2009 1,398,208 217,871 220,286 1,836,365 Parent entity ($) 2009 1,398,208 217,871 220,286 1,836,365 ($) 2008 1,686,777 130,209 - 1,816,986 individual directors and executive compensation disclosures Information regarding individual directors and executives compensation disclosures as permitted by Corporations Regulation 2M.3.03. is provided in the Remuneration Report section of the Directors’ Report. Apart from the details disclosed in this note, no Director has entered into a material contract with the Group and the Company since the end of the previous financial year and there were no material contracts involving Directors’ interests existing at year end. options and rights over equity instruments the movement during the reporting period in the number of options over ordinary shares in the Company held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: 2009 directors steven M skala Jonathan West Hugh M Morgan Adrienne e Clarke GF Dan o’Brien Joshua Hofheimer executives Marilyn A Anderson Robyn L Heath Justine Heath 2008 directors steven M skala Jonathan West Hugh M Morgan Adrienne e Clarke GF Dan o’Brien executives Marilyn A Anderson Robyn L Heath Held at 1 July 2008 Granted as compensation exercised Held at 30 June 2009 Vested during the year 1,057,768 300,000 303,031 1,096,971 1,231,456 - 500,000 500,000 - 4,989,226 - - - - - 3,000,000 - - 20,000 3,020,000 - - - - - - - - - 1,057,768 300,000 303,031 1,096,971 1,231,456 3,000,000 500,000 500,000 20,000 8,009,226 - - - - - - - - 20,000 20,000 Held at 1 July 2007 Granted as compensation exercised Held at 30 June 2008 Vested during the year 1,057,768 300,000 303,031 1,096,971 1,231,456 500,000 500,000 4,989,226 - - - - - - - - - - - - - - - 1,057,768 300,000 303,031 1,096,971 1,231,456 500,000 500,000 4,989,226 - - - - - - - - Vested and exercisable at 30 June 2009 1,057,768 300,000 303,031 1,096,971 1,231,456 - 500,000 500,000 20,000 5,009,226 Vested and exercisable at 30 June 2008 1,057,768 300,000 303,031 1,096,971 1,231,456 500,000 500,000 4,989,226 Hexima Limited // 2009 AnnUAL RepoRt 47 Movement in shares the movement during the reporting period in the number of ordinary shares in the Company held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: 2009 directors steven M skala Jonathan West Hugh M Morgan Adrienne e Clarke GF Dan o’Brien Joshua Hofheimer executives Marilyn A Anderson Robyn L Heath 2008 directors steven M skala Jonathan West Hugh M Morgan Adrienne e Clarke GF Dan o’Brien executives Marilyn A Anderson Robyn L Heath Held at 1 July 2008 Shares from converting notes Shares issued under offer Purchases received on exercise of options Sales Held at 30 June 2009 4,012,730 1,611,702 6,454,503 5,417,919 4,844,768 - 2,381,935 2,381,935 27,105,492 - - - - - - - - - - - - - - - - - - - - - - - 50,000 - - 50,000 - - - - - - - - - - - - - - - - - - 4,012,730 1,611,702 6,454,503 5,417,919 4,844,768 50,000 2,381,935 2,381,935 27,155,492 Held at 1 July 2007 Shares from converting notes Shares issued under offer Purchases received on exercise of options Sales Held at 30 June 2008 2,892,730 491,702 4,354,503 4,525,026 2,924,768 2,381,935 2,381,935 19,952,599 960,000 960,000 1,600,000 732,893 1,760,000 - - 6,012,893 160,000 160,000 500,000 160,000 160,000 - - 1,140,000 - - - - - - - - - - - - - - - - - - - - - - - - 4,012,730 1,611,702 6,454,503 5,417,919 4,844,768 2,381,935 2,381,935 27,105,492 Changes in key management personnel in the period, after the reporting date and prior to the date when the financial report is authorised for issue In July 2009, professor Marilyn Anderson was appointed to the position of Chief science officer. professor Anderson is one of the Company’s founders and is leading the development of the Company’s anti-fungal protein technology within the Dupont/ pioneer partnership. she has played a critical part in developing the Company’s Ip portfolio and is a named inventor on all of the Company’s key patents. the former Chief science officer, professor Adrienne Clarke, continues her contribution to the Company in a non-executive capacity as Deputy Chairman. Key management personnel and directors’ transactions a) Dr Heath was an employee of the University of Melbourne during the financial year ended 30 June 2009. During the course of the financial year ended 30 June 2009, amounts (including Gst) totaling $2,548,580 (2008: $1,397,738) were paid or payable by Hexima to the University of Melbourne for research work carried out on behalf of Hexima. these transactions were conducted on normal commercial terms. trade accounts and/or accruals payable to the University of Melbourne at 30 June 2009 were $454,233 (2008: $771,451). b) Mr o’Brien is the sole director of Dromoland Capital pty Limited. An amount (including Gst) of $171,889 (2008: $784,631) was paid or provided to be paid to this entity during the financial year ended 30 June 2009 for services provided to Hexima. these transactions were conducted on normal commercial terms. this amount includes $170,000 for the provision of Mr o’Brien’s services as Chairman of the Company and $1,889 direct reimbursement of identifiable expenses incurred on the Group’s and the Company’s behalf at no margin. c) Mr o’Brien is sole director of Leslie Manor pty Limited (‘Leslie Manor’). An amount (including Gst) of $nIL (2008:$8,568) was paid to this entity during the year ended 30 June 2009. the Company reimbursed Leslie Manor at cost for the lease of a motorbike used in conducting the Group’s field trials. the Group and the Company purchased the motorbike from Leslie Manor during the year ended 30 June 2008. d) the Company employs an executive assistant to provide part-time support to Mr o’Brien. 48 e) professor Anderson is an employee of La trobe g) Mr skala is a director of Wilson HtM Investment University. During the course of the financial year ended 30 June 2009, amounts (including Gst) totaling $1,436,424 (2008: $1,048,030) were paid or payable by Hexima to La trobe University for research work carried out on behalf of the Group and the Company. these transactions were conducted on normal commercial terms. trade accounts and/ or accruals payable to La trobe University at 30 June 2009 were $1,432,199 (2008: $667,016). f) Mr skala is a consultant to Arnold Bloch Leibler. Mr skala retired as a partner of Arnold Bloch Leibler in 2004. An amount (including Gst) of $62,816 (2008: $116,523) was paid to Arnold Bloch Leibler during the financial year ended 30 June 2009 for legal services (and expenses associated therewith) provided to Hexima. these services were provided and expenses incurred on normal commercial terms. trade accounts and/or accruals payable to Arnold Bloch Leibler at 30 June 2009 were $nIL (2008: $2,208). Group Limited, who underwrote the capital raising completed in August 2007. these services were provided on normal commercial terms. Underwriting fees and expense reimbursements of $nIL were paid to Wilson HtM Investment Group during the financial year ended 30 June 2009 (2008: $2,584,152). h) Mr Hofheimer was previously a partner of sidley Austin LLp before joining Hexima in June 2008. An amount of $128,317 (2008: $170,254) was paid or payable to sidley Austin during the year ended 30 June 2009 for legal services (and expenses associated therewith) provided to Group and the Company. these transactions were on normal commercial terms. trade accounts and/or accruals payable to sidley Austin at 30 June 2009 were $2,467 (2008: $63,471). related Party Transactions During the year, the Company provided an interest free loan of $332,540 to its subsidiary Hexima Holdings pty Ltd. this loan is outstanding at 30 June 2009. 26. Capital Commitments Capital expenditure commitments plant and equipment Contracted but not provided for and payable Within one year Consolidated ($) 2009 ($) 2009 Parent entity ($) 2008 1,764,052 1,764,052 - - - - the capital commitment is in relation to the construction of a corn transformation facility, incorporating glasshouse and laboratory space, by the Group. 27. Operating Leases Leases as lessee non-cancellable operating lease rentals are payable as follows: Less than one year Between one and five years Consolidated ($) 2009 95,442 3,800 99,242 ($) 2009 95,442 3,800 99,242 Parent entity ($) 2008 - - - Hexima Limited // 2009 AnnUAL RepoRt DIReCtoRs’ DeCLARAtIon 49 1. In the opinion of the Directors of Hexima Limited (‘the Company’): (a) the financial statements and notes, and the Remuneration Report in the Directors’ Report, set out on pages 18 – 29, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Company’s and the Group’s financial position as at 30 June 2009 and of their performance, for the financial year ended on that date; and (ii) complying with Australian Accounting standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; (b) the financial report also complies with International Financial Reporting standards as disclosed in note 2(a); (c) there are reasonable grounds to believe that the Company will be able pay its debts as and when they become due and payable. 2. the Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief executive officer/Managing Director and the Chief Financial officer for the financial year ended 30 June 2009. signed in accordance with a resolution of the Directors: Dated at Melbourne 18th day of August 2009. Mr GF dan o’brien Director Mr Joshua T Hofheimer Director 50 InDepenDent AUDItoR’s RepoRt Hexima Limited // 2009 AnnUAL RepoRt 51 52 Hexima Limited // 2009 AnnUAL RepoRt sHAReHoLDeR InFoRMAtIon shareholder information set out below was applicable as at 30 september 2009 1. distribution of equity securities 3. Unquoted equity securities options issued 4. substantial shareholders Name Hugh Morgan Robert oatley Adrienne Clarke GF Dan o’Brien Clianth pty Ltd steven skala pioneer Hi-Bred International Number on issue 11,584,864 Number of holders 16 Number Held 6,454,503 6,102,180 5,417,919 4,844,768 4,213,510 4,012,730 4,000,000 % 8.20% 7.76% 6.89% 6.16% 5.36% 5.10% 5.08% 5. Voting Rights on a show of hands each person as a member, proxy, attorney or representative has one vote, and on a poll each member present or by proxy, attorney or representative has one vote for each share held. 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over totals No of Holders 33 239 181 313 60 826 ordinary Shares 26,297 809,176 1,524,342 9,938,960 66,377,533 78,676,308 % 0.03 1.03 1.94 12.63 84.37 100.00 there were 13 holders of less than a marketable parcel of shares 2. twenty largest equity security holders Name 1 Balmoral Australia pty Ltd 2 Hugh Morgan 3 Clianth pty Ltd 4 pioneer Hi-Bred International Inc. 5 Adrienne Clarke 6 Beta Gamma pty Ltd7 national nominees Limited 8 Huysmans pty Ltd 9 Copplemere pty Ltd 10 Woobinda nominees pty Ltd 11 Robyn Heath 12 Marilyn Anderson 13 Invia Custodians pty Ltd 14 J p Morgan nominees Australia Limited 15 Gowing Bros Ltd 16 Dr Jonathan West 17 Joshua Custodians pty Ltd 18 AeC super pty Ltd 19 Casey Manor pty Ltd 20 Amcil Limited total Balance of Register Grand total Number Held 6,102,180 5,954,503 4,213,510 4,000,000 3,894,922 3,885,484 3,491,539 2,932,513 2,469,093 2,469,093 2,381,935 2,381,935 2,375,675 % 7.76% 7.57% 5.36% 5.08% 4.95% 4.94% 4.44% 3.73% 3.14% 3.14% 3.03% 3.03% 3.02% 2,266,842 2.88% 1,868,898 1,611,702 1,543,637 1,522,997 1,116,080 875,000 57,357,538 21,218,770 78,576,308 2.38% 2.05% 1.96% 1.94% 1.42% 1.11% 73.00% 27.00% 100.00% CoRpoRAte DIReCtoRY Hexima Limited ABn 64 079 319 314 directors Mr Steven M Skala non-executive Chairman Mr Joshua T Hofheimer Chief executive officer Professor Adrienne e Clarke, AC non-executive Deputy Chairman Mr Hugh M Morgan, AC non-executive Director Professor Jonathan west non-executive Director Company secretary Ms Justine C Heath stock exchange Listings Australian securities exchange (Code HxL) share Registry Link Market Services Limited Level 9, 333 Collins street Melbourne VIC 3000 telephone: +61 2 8280 7111 Facsimile: +61 2 9287 0303 www.linkmarketservices.com.au Registered Office Level 5, 114 William street Melbourne VIC 3000 telephone: +61 3 8629 2999 Facsimile: +61 3 8629 2990 www.hexima.com.au auditor KPMG 147 Collins street Melbourne VIC 3000 Legal advisors Arnold bloch Leibler Level 21, 333 Collins street Melbourne VIC 3000 Bankers national Australia Bank Westpac Banking Corporation