INFIGEN ENERGY Annual Report 2012 Our generatiOn, yOur future InfIgen eneRgy AnnuAl RepoRt 2012 OuR GENERAtION cONtINuEs tO cONtRIbutE tO thE tRANsItION tO lOw cARbON EMIssION ElEctRIcItY, FOR YOuR FutuRE ANd FutuRE GENERAtIONs MIke HutcHInson Chairman 1 INFIGEN ENERGY we strive to be recognised as the leading provider of renewable energy. We want to make a positive difference. our focus is on customer needs. We pursue our objectives relentlessly. We are guided by our values and a commitment to sustainability. cONtENts 2 Highlights 32 Corporate governance Statement 4 6 Renewable energy Business 42 Directors’ Report Chairman’s Report 58 Auditor’s Independence Declaration 8 Managing Director’s Report 59 financial Statements 12 united States 16 Australia 64 notes to financial Statements 115 Directors’ Declaration 21 Development pipeline 116 Independent Auditor’s Report 22 Sustainability 118 Additional Investor Information 28 30 Infigen Management 120 glossary Infigen Board 121 Corporate Directory 2 HIGHlIGHts we have delivered strong net operating cash flow growth this year and achieved debt amortisation guidance through our ongoing focus on cash management and conversion ■ operating capacity increased by 3% to 1,643 MW ■ Revenue steady at $266.6 million ■ eBItDA decreased by 4% to $140.5 million ■ group debt decreased by $185.6 million or 15% to $1,078 million 62.1 49.6 25% INcREAsE IN NEt OpERAtING cAsh FlOw NEt OpERAtING cAsh FlOw ($ MIllION) FY11 FY12 15% dEbt ($ MIllION) REductION IN dEbt 1,252 1,069 FY11 FY12 InfIgen energy AnnuAl report 2012 HIgHlIgHtS 3 $267m tOtAl REvENuE 150 144 117 126 FY11 FY12 FY11 FY12 AUSTRALIA ($M) USA (US$M) 4 RENEwablE ENERGY busINEss developer ■ Site identification & landowner negotiations ■ Wind monitoring, project feasibility & investment evaluation ■ Community consultation, cultural heritage, environmental assessment & project planning ■ Design, supplier negotiations & connection ■ Site mobilisation & foundations ■ electrical works, wind turbine installation & commissioning Owner ■ Whole of life asset & investment management ■ Managing sale of electricity & environmental products ■ Risk management & revenue assurance ■ Sustaining pipeline for growth & investment ■ ongoing stakeholder engagement ■ Assessing acquisition & divestment opportunities Operator ■ Safety risk management – actively pursuing zero harm ■ optimising generation productivity through 24 x 7 operations Control Centre ■ Bidding & dispatching into electricity market ■ Sustaining plant availability through reliability centred maintenance ■ Managing operating risks & costs ■ exploring opportunities to refurbish or re‑power InfIgen energy AnnuAl report 2012 HIgHlIgHtS 5 “ working as a site lead at Infigen has given me a great sense of accomplishment that I haven’t found anywhere else. plus, my office has the best view around!” kyLe reX Site lead, gSg and Mendota wind farms 6 CHaIRMaN’s REpoRt Our generation continues to contribute to the transition to low carbon emission electricity, for your future and future generations Dear Securityholders, on behalf of the Boards it is my pleasure to present your 2012 annual report. I am pleased to be able to report that your company delivered a strong net operating cash flow outcome during the 2012 financial year, up 25% despite less favourable wind conditions than the prior year. our generation continues to contribute to the transition to low carbon emission electricity, for your future and future generations. Board and Management changes During the year Ross Rolfe Ao was appointed as an independent non‑executive director. Ross has broad and extensive experience in the Australian energy and infrastructure sectors in executive management, government and strategic roles. Doug Clemson, an independent non‑executive director since 2005, retired in november 2011 at the Annual general Meeting. We thank Doug for his service and wish him well. fiona Harris was appointed to the chair of the Board Audit, Risk and Compliance Committee, to succeed Mr Clemson. your Board remains strongly independent, with three independent non‑executive directors (including me as the Chairman). the other members are your managing director, Miles george, and philip green, a uK‑based non‑ executive director nominated by our largest long term substantial securityholder. the executive management team has remained unchanged. Mr Stefan Wright, who had performed the role of acting general Counsel for Infigen for the last two years, took up the position on a permanent basis. Catherine gunning, who had previously held the role of general Counsel, has returned on a part‑time basis following maternity leave. Business Performance Infigen’s steady operational performance this year was underpinned by effective cash management in a year of less favourable wind conditions. this resulted in the reported net operating cash flow outcome. We also delivered production, revenue and debt amortisation in line with our guidance and slightly ahead of market expectations. our global facility debt amortisation guidance of $250 million across the 2011 and 2012 financial years was achieved, with Infigen’s semi‑annual repayment in the second half of the year taking total global facility debt repayment to $252 million. this debt reduction resulted in net debt of the global facility Borrower group being $997 million at the end of the financial year. As the global facility remains in cash sweep, our focus will be on sustaining surplus operating cash flow to maximise debt repayment. Revenue of $267 million was in line with the prior year. In both the uS and Australia this was within the guidance range provided. operating earnings before interest, tax, depreciation and amortisation decreased 6% to $157 million as the business incurred expected higher post‑warranty operating costs. Active management saw these increases contained within the post‑warranty guidance range in the uS, and below the post‑warranty guidance range in Australia. $62m NEt OpERAtING cAsh FlOw – up 25% effective management of post‑warranty operating costs is important to generating stable earnings. Infigen executed post‑warranty service and maintenance agreements with Mitsubishi in the uS and Vestas in Australia. these agreements cover 39% and 66% of the operating assets in the uS and Australia respectively, and will enable Infigen to forecast costs with a higher degree of certainty in the medium term. the statutory net loss of $55.9 million was disappointing. However, this included significant non‑cash items of approximately $34 million. During the year we completed the 48.3 MW Woodlawn wind farm, located near our 140.7 MW Capital wind farm, outside Bungendore in new InfIgen energy AnnuAl report 2012 CHAIRMAn'S RepoRt 7 We remain confident that we will sustain this compliance throughout the remaining life of the debt facility. We have limited capital available for growth and will take a cautious approach to any capital expenditure. When investment conditions improve, we consider that our development pipeline will be attractive and that we will be able to invest in the best of our opportunities to achieve modest growth. We have commenced the development of our 200 kW solar pV array and energy storage demonstration facility outside Bungendore in new South Wales. this facility will be the first of its kind in Australia, and the first solar farm to be registered in the national electricity Market. Infigen will use it to trial construction techniques, storage technology, and the combined dispatch of the electricity from the array and the energy storage system, to enhance economic return. the lessons learnt from this demonstration plant will be applied to the design of future utility‑scale pV plants and the integration of future large‑scale energy storage into the national electricity Market. We welcome the introduction of a price on carbon in Australia as a complementary measure to the large‑scale Renewable energy target (lRet). Both mechanisms continue to be required to facilitate sufficient renewable energy investment over the long term and provide the security of a clean energy supply for Australia. We await the outcome of the current review of the operation of the lRet scheme. We have noted with concern moves by some governments and local authorities to inhibit responsible wind farm development on unproven and often spurious grounds. We look to governments to avoid the shallow unfounded populism associated with aspects of our industry and to deliver regulatory certainty that is necessary to underpin investment. I would like to thank my fellow Directors including the Managing Director, Miles george, his senior management team and all Infigen staff for their contributions to the business during the year. finally, I would like to thank securityholders for your continued support. your Directors look forward to welcoming you to our Annual general Meeting to be held at 11am on 15 november 2012 at the Radisson Blu plaza Hotel Sydney, 27 o’Connell St, Sydney. yours sincerely, Mike Hutchinson Chairman South Wales. the wind farm was completed on time and on budget, with no lost time injuries. In its first partial financial year of operation, the wind farm contributed 118 gWh to production and $7.9 million to revenue. the prudent advancement of the development pipeline, including committed community engagement and support, continued, balancing the maintenance of cash reserves with retaining the option value of the project portfolio. As foreshadowed at the 2011 Annual general Meeting, we commenced modest development activities in the uS. on 29 february we entered into a Joint Development Agreement with pioneer green energy to develop a portfolio of solar energy projects located in California, Arizona and texas. Along with ongoing efforts to improve operating practices, these opportunities will contribute to sustaining the value of the uS business. In Australia, development approvals were received for up to 41 wind turbines at the proposed Capital 2 wind farm, and for up to 124 wind turbines at the proposed Woakwine wind farm from the relevant planning authorities. Any commitment to construction awaits the right investment conditions. In addition, the Board approved the development of a solar photovoltaic (pV) and energy storage demonstration facility near our Capital wind farm in new South Wales. Infigen moves into the 2013 financial year with $126 million of cash, of which $97 million was held by the group of companies excluded from Infigen’s global facility. this capital provides a prudent liquidity buffer and a source of some cash to fund opportunities that meet our stringent investment criteria. outlook your Board remains conscious that Infigen still carries a heavy debt burden, and that this is inhibiting the capacity to pay distributions to securityholders and to make additional major investments. We have, nonetheless, continued to comply fully with all the obligations associated with the debt, including the global facility leverage ratio covenant. this is despite weak wind conditions and depressed energy prices. 8 MaNaGING DIRECtoR’s REpoRt Our generation that is powered by nature, not harming it, secures clean energy for your future Dear Securityholders, During the 2012 financial year your management team’s focus remained on improving Infigen’s operational performance and addressing its strategic issues. our full year operational performance was in line with guidance and slightly ahead of market expectation. I am also happy to say that we are now operating more safely with a significant improvement in our lost time injury frequency rate. We continue to strive for our goal of zero harm. In Australia, we continue to be the largest owner‑ operator of wind farms. We also maintain a strong position in the uS, controlling the fifth largest wind energy business that operates independently of an integrated utility in that country. key Milestones In october 2011, Infigen completed its 48.3 MW Woodlawn wind farm located in the Capital Renewable energy precinct near Bungendore in new South Wales, taking our operating capacity in Australia to 557 MW. the project was completed on time and on budget, with no lost time injuries. During the financial year it contributed 118 gWh to production, $7.9 million to revenue and $6.1 million to eBItDA. In november 2011, Infigen received development approval for the proposed Capital 2 wind farm. the proposed project will consist of up to 41 wind turbines and has the potential to form a significant addition to Infigen’s existing Capital Renewable energy precinct that currently comprises the operating Capital and Woodlawn wind farms. In the same precinct, development approval for the proposed Capital solar farm was received in December 2010, while the smaller Capital east solar pV and energy storage demonstration facility received development approval in July 2012. In february 2012, Infigen entered into an agreement to jointly develop a portfolio of solar energy projects with uS wind and solar developer pioneer green energy. the agreement provides for the further development of approximately 300 MW of solar energy projects ranging in size from 20 MW to 100 MW. During the year Infigen also established a uS development platform with an experienced team to pursue these and other greenfield opportunities. In June 2012, Infigen received development approval for the proposed Woakwine wind farm in south east South Australia. the proposed project continues northward along the same ridgeline as Infigen’s three operating wind farms at lake Bonney. During the year, Infigen executed post‑ warranty agreements for 66% of its Australian fleet with Vestas, whereby Vestas will provide turbine maintenance services and replacement components for the turbines until 31 December 2017. extended warranty agreements covering 39% of Infigen’s operating assets in the uS were also executed with Mitsubishi. under these agreements, Mitsubishi will provide extended warranties, turbine maintenance services and replacement components for the turbines until 30 March 2017. these agreements support one of Infigen’s initiatives to tightly manage post‑warranty wind farm costs and reduce the volatility in those costs. on 15 June this year we celebrated global Wind Day in Australia by opening our Woodlawn wind farm for public tours, following a similar event at our Capital wind farm last year. We had over 350 visitors pass through the site and hear Infigen employees explain the workings of a modern wind farm. the day was very successful and many visitors contacted us after the event to express their thanks. We hope to continue effective stakeholder engagement with similar events in the future, as part of our commitment to fostering a positive relationship with the communities that we are part of. operational and financial review Infigen remains focussed on fostering a culture where safety is our first priority and a core value. A number of new initiatives and the strengthening of existing programs have lowered the total recordable incident rate by 25% and 24% in the uS and Australia respectively. our lost time injury frequency rate safety performance also improved from 3.4 to 1.0 over the year. total production while within guidance decreased 3% to 4,538 gWh. In the uS, production decreased InfIgen energy AnnuAl report 2012 MAnAgIng DIReCtoR’S RepoRt 9 As EMIttERs pAY FOR cARbON EMIssIONs thAt AdEQuAtElY REFlEct thE tRuE cOst tO thE EcONOMY, RENEwAblE ENERGY wIll MOvE tO cOMpEtE dIREctlY wIth MORE tRAdItIONAl sOuRcEs OF ElEctRIcItY 6% to 3,136 gWh reflecting less favourable wind conditions than the prior year. In Australia, production increased 5% to 1,402 gWh reflecting the contribution from Woodlawn wind farm, partially offset by less favourable wind conditions in some states. Revenue for the uS and Australia was within guidance ranges and total revenue of $266.6 million was in line with the prior year. Revenue in Australia increased 7% to $125.8 million primarily due to the contribution from Woodlawn wind farm and higher average prices, partially offset by lower production from some wind farms. Revenue in the uS decreased 6% predominantly due to lower production, lower merchant electricity prices, and an appreciation of the Australian Dollar against the uS Dollar. operating costs increased 9% to $109.2 million reflecting new capacity additions and increased post‑warranty operating costs, but remain within our forecast ranges. In local currency, total operating costs increased 11% in both the uS and Australia. our objective is to lead best industry practice in post‑warranty operating cost management and we are continuing to implement improved operating practices to achieve this. Corporate, development and other costs together were 22% lower than the prior year, including write‑ backs of employee related costs and provisions. As a result of the factors described above eBItDA of $140.5 million was 4% lower than the prior year. the net loss of $55.9 million was an 8% improvement on the prior year and included non‑cash items of approximately $34 million. these included an expense for the uS Institutional equity partnerships and the revaluation of non‑hedge accounted interest rate swaps. lower interest income and a lower tax benefit also affected the result. A strong net operating cash flow outcome was achieved, up 25% to $62.1 million due to corporate cost reductions, diligent working capital management and lower financing costs. Infigen repaid global facility borrowings of $252 million across the 2011 and 2012 financial years, which was slightly ahead of guidance. global facility debt repayments were partially offset by increased borrowings for Woodlawn and adverse foreign exchange movements. net debt for the year decreased from $949 million at 30 June 2011 to $943 million at 30 June 2012. the global facility has no scheduled principal repayments or refinancing requirement, and continues until December 2022. Infigen continues to believe that under reasonable operating and market assumptions it will meet its leverage ratio covenant for the duration of the facility term. If adverse business conditions were to place unexpected pressure on future covenant compliance, Infigen is confident that it has available a range of mitigants and remedies sufficient to avoid or cure any potential failure to satisfy its leverage ratio covenant test in conformity with the terms of the facility. $126m cAsh bAlANcE At 30 JuNE 2012 Infigen moves into the 2013 financial year with $126 million of cash, of which $97 million was held by the group of companies excluded from Infigen’s global facility. this capital provides a substantial liquidity buffer, and a source of limited funding for the best of our development opportunities. outlook In the uS, the federal production tax credit (ptC) scheme has helped wind energy to become cost‑competitive with fossil‑fuel generation. By 2012, over 46,000 MW of wind capacity had been installed in the uS, of which 35% was added over the past 5 years – more than nuclear and coal combined. uS Congress action to extend the ptC scheme, which will otherwise expire on 31 December 2012, is still pending. 10 In Australia, regulatory challenges include recent changes to wind farm planning guidelines in Victoria, and the proposed changes to wind farm planning guidelines in new South Wales. Both cases result in onerous planning consent conditions and higher development costs. the genesis of the changes appears to be the lobbying of a small but noisy minority, who continue to make unfounded emotional accusations against the wind energy industry. there are a number of factors that are expected to lead to upward pressure on wholesale electricity prices in the medium to long term. these include reduced investment in new electricity generation capacity and continuing retirement of ageing coal‑fired power stations in the uS, and liquefied natural gas (lng) projects coming on line in Australia. the prospects for lng export opportunities are expected to lift domestic gas prices towards much higher export parity prices. of particular concern is the accusation of wind farms causing adverse health effects. this may be a driver of various set‑back and gateway provisions in planning system changes. It is noteworthy that since the introduction of new wind farm planning guidelines, the minority voices of opposition have not quelled. the wind industry is not asking for special consideration, but simply a fair and equitable planning treatment with comparable infrastructure. OuR dEvElOpMENt pIpElINE REMAINs A kEY stRAtEGIc AssEt FOR pREsERvAtION ANd wE ARE pROGREssING sElEctEd pROJEcts IN ANtIcIpAtION OF IMpROvEd MARkEt cONdItIONs our generation that is powered by nature, not harming it, secures clean energy for your future. the introduction of a carbon price in Australia from 1 July 2012 helps support the case for renewable investment. In the longer term, as emitters eventually pay prices for carbon emissions that adequately reflect the true cost to the economy, renewable energy will move to compete directly with more traditional sources of electricity. the price of large‑scale generation Certificates will fall and the regulatory risk associated with the large‑scale Renewable energy target (lRet) will reduce, potentially enhancing the availability and terms of financing. In order to deliver the annual lRet targets at least cost the renewable energy industry needs to be able to plan for future demand. the industry would support measures to strengthen the lRet so that it works as intended before the large surplus came into being – stimulating real utility‑scale investments and jobs in regional areas. large‑scale solar pV has made rapid advances in the last few years with costs falling from over $4/watt in 2008 to less than $1/watt in 2012. Solar pV has made a significant step towards becoming a meaningful contributor to the lRet. Small‑scale solar pV is becoming competitive with retail prices in many regions, and we expect in the coming three to four years, large‑scale solar pV will be competitive with wind in certain distributed applications, where transmission and distribution costs can be avoided or reduced. Infigen begins the 2013 financial year with ongoing focus on continuous improvement in operational performance, building on the solid operating cash flow performance in the 2012 financial year. production in the uS and Australia is expected to improve on the 2012 financial year outcome. our uS assets remain highly contracted and unlikely to experience any material deterioration in revenues as a result of continued low wholesale electricity prices. our Australian merchant assets will benefit from the introduction of a price on carbon that has increased wholesale electricity prices since the commencement of the 2013 financial year. Wind farm costs are forecast to be within our previously guided ranges, with the uS and Australian businesses benefitting from reduced exposure to component failure risk and volatility in costs following the post‑warranty agreements executed in the 2012 financial year. Subject to these operating conditions prevailing, the amount of surplus cash flow from operations available to amortise debt under the global facility during the 2013 financial year is expected to be approximately $55 million. our priorities for the year include improving site availability and a continued focus on operational cost containment. our development pipeline remains a key strategic asset for preservation and we are progressing selected projects in anticipation of improved market conditions beyond the 2013 financial year. I would like to thank all Infigen staff for their contributions to the business during the year. I would also like to thank all the members of the communities that we are part of for their continuing strong support. We aim to share the economic benefits of our industry with local communities by sourcing products and services locally, and providing direct employment locally where possible. finally, I would like to thank securityholders for your ongoing support. I look forward to meeting with you at the AgM and reporting further on the performance of the business at that time. yours sincerely, Miles george Managing Director InfIgen energy AnnuAl report 2012 MAnAgIng DIReCtoR’S RepoRt 11 saLLy McMenaMIn Associate Engineer I hold the title of Associate engineer in the performance engineering group and am responsible for helping to optimize turbine performance and maximize production. I graduated from the university of texas in Austin with a Bachelor of Science in Mechanical engineering in December 2011 and consider myself an engineer‑in‑ training as I work towards my professional engineering license from the state of texas. I will also begin working on a Master of Science in Mechanical engineering from georgia Institute of technology this fall. I love working in wind energy because I know I am using my engineering skills to help create a better world for future generations. 12 uNItED statEs Our strategy is simple: to be great operators creating a brighter future Infigen is a leading provider of clean, renewable energy in the united States. our team of 150 staff members is dedicated to the business of providing clean renewable energy in each of the markets we serve. this year, we generated 3,136 gWh of electricity from our wind farms, enough to power 275,000 uS homes. the Infigen fleet includes 18 wind farms located in nine states, and represents a market presence in the northeast, Midwest, South, West and pacific northwest. We are also investigating and developing new projects across five states. challenges in our Market the unprecedented expansion of renewable capacity over the past five years was fueled by a consistent policy of incentives by federal and state governments. the wind industry has grown significantly during this period with total wind installations exceeding 50 gW, and supports more than 75,000 jobs and a growing manufacturing and services industry. cREAtING A bRIGhtER FutuRE FOR thE uNItEd stAtEs Recently, the growth rate of solar capacity installation has started to exceed that of wind. there is potential for robust future growth due to continued federal incentives and further reductions in panel costs. State level commitments to renewable generation growth remain in place, but the expected loss of federal incentives for new wind capacity would have a dramatic effect on the near‑term growth of wind capacity across the uS. uS energy markets have also been influenced by a surge in domestic natural gas supply. In the last five years, expansion in extraction capacity from new drilling techniques has enabled access to copious reservoirs of supply for natural gas 18 wINd FARMs 1,089 INstAllEd cApAcItY (Mw) production. the glut of natural gas has reduced wholesale electricity prices to levels last seen in the late 1990s. While this outcome can benefit consumers, it provides a weak market signal for developers to build new generation. new regulatory requirements encourage ongoing retirement of coal fired generation. this may become a critical issue for grid reliability as the capacity reduction is not being met with sufficient investment in either gas fired base load or peaking generation. finally, following the deep recession that ended in 2009, commercial and industrial customer demand for electricity has remained subdued. electricity sales for these large consumers remain at or below pre‑2009 levels due to a lack of confidence in domestic and foreign economies. lower demand and the influence of natural gas prices, has affected planning for new transmission or upgrades to existing lines. Delays in such investments will add to the challenge of meeting future grid reliability and integrating additional renewable generation. In 2012, these factors, combined with retirements of fossil‑fuel generators and the growth of renewable generation, helped to achieve a reduction in carbon dioxide emissions in the uS to a level last seen during 1992. InfIgen energy AnnuAl report 2012 unIteD StAteS 13 craIg carson Chief Executive Officer, US Craig joined Infigen energy in 2010 and has responsibility for all of Infigen’s activities in the uS. Craig has more than 25 years of leadership and senior management experience in the energy industry. prior to joining Infigen, Craig was Vice president, uS Cogeneration at Bp Alternative energy, where he had full profit and loss responsibility for Bp’s uS Cogeneration business unit. Craig previously was responsible for the engineering, construction, operations and asset management for Bp Wind energy. prior to joining Bp, Craig held senior positions with Conocophillips and Skygen energy, and served in the uS navy. Craig holds a Bachelor of Science in Mechanical engineering from the university of Illinois at Chicago and an MBA from northwestern university’s Kellogg School of Management. buENA vIstA (38 Mw) cEdAR cREEk (200.3 Mw) bluE cANYON (37.1 Mw) GsG (80 Mw) bEAR cREEk (14.2 Mw) JERsEY AtlANtIc (4.4 Mw) AllEGhENY RIdGE (80 Mw) cREscENt RIdGE (40.8 Mw) MENdOtA hIlls (51.7 Mw) ARAGONNE MEsA (90 Mw) cApROck (80 Mw) swEEtwAtER 1–5 (302.4 Mw) kuMEYAAY(50 Mw) cOMbINE hIlls (20.5 Mw) 3,332 3,136 2,950 FY10 FY11 FY12 150 144 141 FY10 FY11 FY12 OpERAtIONAl AssEts (cApAcItY) 3,136 pROductION (Gwh) 144 REvENuE ($ MIllION) 14 our People are our Most Valuable resource Infigen’s greatest assets are its employees – the 150 industry professionals in the uS located throughout the country. our wind farms are home to most of our team, including highly skilled operation and maintenance technicians, electricians, and supply chain professionals. At our uS headquarters in Dallas, texas, a team of engineers, accountants, administrators and managers support field operations, drive our growth initiatives, and interface with external stakeholders, business partners and suppliers. our operations Control Center (oCC) is also located in Dallas. Staffed with a highly skilled team of plant and system operators, the oCC monitors and operates our entire uS fleet of wind turbines, balance of plant systems, and electrical interconnection facilities. the oCC team is required to undergo extensive training and testing to obtain and maintain system reliability qualifications. Investment in their capabilities is a key driver of Infigen’s successful operations. equally important is our training program for our operations and maintenance technicians. Achieving high levels of safety and reliability requires the men and women who maintain our facilities to be highly knowledgeable and skilled in areas of safety, mechanics, and electrical systems. our technicians undergo continuous training to learn new processes and master current skills. Whether a financial analyst in Dallas, a business development professional in Chicago or a supply chain manager in pennsylvania, we are all active members of the communities in which we live and work. We have ridden our bicycles to support the fight against muscular sclerosis, supported teenagers in learning to raise and care for livestock, collected and distributed supplies to elementary schools, coached sports teams, and assisted our neighbors whose homes were damaged by tornados. It is important for us, in both our personal and professional lives, to make tomorrow better. a Brighter future with solar energy Infigen’s strategy is to engage the best people to provide safe, clean, renewable energy to the markets and communities that we serve. We are committed to developing, building and operating a renewable energy platform that values both its employees and the communities where we are located. our generation helps to lower greenhouse gases that contribute to climate change, and makes your future a brighter one. While the majority of our business today is focused on wind energy, our future envisages a broader perspective on renewable energy. electricity generated from solar energy has a brighter future in the uS and globally, and it will be an important part of our future. We have engaged in several activities to help establish our solar business. We have begun greenfield investigation and development activities for several solar projects in the West, Southwest and northeast. While these projects are What are the Mercury and air toxics standards (Mats)? on 21 December 2011, the uS environmental protection Agency announced standards to limit mercury, acid gases and other toxic pollution from power plants. the standards will reduce emissions of heavy metals, including mercury (Hg), arsenic (As), chromium (Cr), nickel (ni); and acid gases, including hydrochloric acid (HCl) and hydrofluoric acid (Hf). MAtS applies to new and existing coal and oil fired electric utility steam generating units larger than 25 MW. there are approximately 1,400 units affected by these standards; approximately 1,100 existing coal fired units and 300 oil fired units at about 600 power plants. www.epa.gov/mats/actions.html in the early development stage, they are located in strong markets and offer a good platform to grow our business. We have also entered into a joint development agreement with pioneer green energy to jointly develop ten solar farms in California, Arizona and texas. our combined approach of greenfield development and partnering on more mature development prospects has provided us with a solid pipeline of opportunities to commercialize as we progress our solar business. the safe, reliable, compliant and efficient operation of our facilities is a key element of our work. our primary focus in operations is on the continued development of our team capabilities, both in the field and in the office. We are improving our processes, maintenance practices, and supply chain capabilities to offer industry leading levels of plant reliability and efficiency. our strategy is simple: to be great operators creating a brighter future. strengthening Performance In the uS, the Infigen team continues to improve the operational and commercial performance of its business. Key achievements this year include a reduction in the total recordable incident frequency rate, the transition of five sites to Infigen Asset Management operations and supply chain management agreements. the safety of our team and contractors, as well as doing no harm to the environment, is our first priority and a core value. this has been accomplished through a number of new initiatives and the strengthening of existing programs, which include safety stand downs where necessary following an incident, discussions of safety performance, daily safety tool box talks at each site, contractor management, near miss reporting, climbing safety, and increased technician training. these efforts have lowered the total recordable incident rate (tRIR) for Infigen employees and contractors by 25% over the period from 18 to 13.5. InfIgen energy AnnuAl report 2012 unIteD StAteS 15 from an operations and maintenance perspective, Infigen has fully transitioned the gamesa turbine assets to Infigen Asset Management, and executed extended service and maintenance agreements for five additional assets with Mitsubishi turbines representing 39% of our total turbine fleet. During the year an in‑house engineering technical services group was established to focus on improving plant reliability and the execution of technical projects. together with the operations team, this group has accomplished a number of significant projects, including repairs to turbine foundations, the redesign and refitting of a power quality system. the group has also developed systems for improved monitoring and reporting wind turbine efficiency and performance at all assets, resulting in improved production. As a consequence site availability has improved by 0.8% over the period from 94.5% to 95.3%. Supply chain management continues to receive greater attention as Infigen positions itself to capture the benefits of direct sourcing of components, as well as a more competitive environment. Infigen Asset Management has taken over the inventory management for two additional wind farms during the period taking the total to 11 wind farms. Infigen optimises procurement by evaluating cost savings opportunities within a growing domestic market for parts and services across the various turbine platforms or in some cases, the entire fleet under management. new procurement systems will track, report and support decisions around optimal inventory levels. for many parts, including major components, Infigen has been successful at directly sourcing components from the manufacturer, rather than through the turbine supplier, thus reducing costs and improving delivery times. katHLeen esPosIto Vice President of Legal and General Counsel Attorneys are used to looking at all sides of an argument. In the case of electricity production, and especially in the context of a fragile economy, there will ultimately have to be a balance between the cost of production versus the emissions resulting from the use of any particular generation fuel and/or technology. over time, the fuel of choice has changed – coal and oil were supposed to be displaced by “too cheap to meter” nuclear, which gave way to natural gas, and, when gas prices rose, the vision of clean coal and a rejuvenated nuclear industry. throughout these paradigm shifts, consumers were paying for utilities to adopt the technology of choice. Meanwhile, the efficiency and economics of renewable technologies kept improving, to the point where they are a clean, competitive alternative. Weighing all the facts, this attorney’s bet is on renewables. 16 austRalIa Australia’s energy sector is going through regulatory reform and enormous change. this will deliver low cost energy in a low carbon economy as a strong platform for Australia’s future During the 2012 financial year, Infigen’s Australian wind farms generated 1,402 gWh of clean, renewable electricity. our generating capacity increased in october 2011 following the commissioning of the 48.3 MW Woodlawn wind farm, completed on time and on budget. We continue to be the largest owner and operator of wind farms in Australia. In 2012, we continued to develop the Australian business into a leading independent renewable energy business. We increased our focus on customers through improving our capabilities within the energy markets function including expanding the number of electricity and environmental product market counterparties that we transact with, and securing the ability to retail our electricity in multiple states. We judiciously advanced our development opportunities, including a decision to construct the first integrated solar photovoltaic (pV) and battery storage demonstration plant to be registered in the national electricity Market. our Business is about People and teamwork the renewable energy industry is relatively young in Australia. Infigen is investing in people, capabilities and developing its strategic partnerships in order to meet the challenges and opportunities renewable energy will bring to the electricity market. these remain priorities for our business. 6 wINd FARMs 557 INstAllEd cApAcItY (Mw) Passionate people our people are passionate about our purpose – to be a renewable energy business that supplies cost effective low emissions electricity to our customers and generates attractive and profitable returns for securityholders. We seek to sustain a motivated and capable workforce through the continued investment in our people and capabilities. understanding the value of teamwork, we commenced a program with the Australian graduate School of Management to further improve our culture and workplace. this has also led to the launch of a staff innovation program that engages staff to identify creative approaches to reduce costs, improve productivity and make Infigen a better place to work. ketan JosHI OCC Operator using science and engineering to extract energy from a renewable source in a sustainable and efficient manner is not just good for the company. We are providing a colossal quantity of energy to Australians, and we are doing it without sacrificing the wellbeing of our future generations. I joined Infigen in february 2010, and was part of the team that embarked on establishing Infigen’s operations Control Centre. I completed a Bachelor of Science, majoring in neuroscience, at Sydney university. I previously worked in research and contractor management. InfIgen energy AnnuAl report 2012 AuStRAlIA 17 scott tayLor Group General Manager – Australia Scott is the group general Manager of Infigen’s Australian business. Scott is accountable for the operational performance of the assets, commercial performance of the business and continued growth in the Australian energy market. Scott previously managed Infigen’s uS wind energy business and was also involved in a number of line management, business transition, and strategy development roles both in Australia and the uS since late 2006. prior to joining Infigen Scott had held a number of senior management roles at QR, tarong energy, energex, and Comalco Smelting. Scott is a graduate and facilitator with the Australian Institute of Company Directors, fellow of the Risk Management Institute of Australia and Industry fellow of the university of Queensland (uQ) Business School. Scott holds a Bachelor Degree of Science (unSW), and post graduate degrees in Information Systems from the university of Canberra and Business Administration (uQ). AustRAlIA’s clEAN ENERGY pROvIdER AlINtA (89 Mw) lAkE bONNEY 1,2,3 (278.5 Mw) wOOdlAwN (48.3 Mw) cApItAl (140.7 Mw) OpERAtIONAl AssEts (cApAcItY) 1,402 pROductION (Gwh) 126 REvENuE ($ MIllION) 1,335 1,402 1,137 FY10 FY11 FY12 117 126 105 FY10 FY11 FY12 18 stuart BonnIngton Generation Engineer, Lake Bonney wind farms Why do I work in renewables? Some people think renewable electricity generation is the future. I don’t. I know renewable electricity generation is the future. I want to be able to control my future and the environment’s future. Working for Infigen allows me to do this. Building partnerships Continued growth the Australian business continues to transition into a post‑warranty operating environment. We executed four service and availability agreements with Vestas, to maintain cost certainty for the business over the next five years. these agreements better align the interests of Infigen and Vestas, by providing incentives to maximise production. the agreements with Vestas cover 367.6 MW (66%) of Infigen’s installed Australian capacity, comprising 166 turbines across the lake Bonney wind farms in South Australia and Alinta wind farm in Western Australia. Infigen has an operating capacity of 557 MW, making it the largest owner‑operator of installed wind capacity in Australia. Construction of the Woodlawn wind farm was completed with no lost time injuries and achieved practical completion on 17 october 2011. Woodlawn wind farm is part financed by a $55 million project finance facility. During the 2012 financial year Woodlawn wind farm contributed $7.9 million to revenue and 118 gWh to production. Wind farm Alinta, WA Capital, nSW lake Bonney 1, SA lake Bonney 2, SA lake Bonney 3, SA Woodlawn, nSW total: capacity (MW) equivalent homes supplied a year (homes) Date of operation contracts sell on a merchant basis 89.1 140.7 89.1 80.5 39 48.3 556.6 64,000 60,000 110,000 23,000 257,000 Jan 2006 Alinta Sales pty and Agl electricity limited Jan 2010 Sydney Desalination plant Mar 2005 Sep 2008 Jul 2010 oct 2011 origin energy ‑ ‑ ‑ 55% of production 3 3 3 3 557 AustRAlIAN wINd FARM OwNERs (OpERAtING Mw) 30 68 111 140 258 259 listed peers unlisted peers Origin RAtch clp hyrdo tasmania Acciona pacific hydro Infigen Energy InfIgen energy AnnuAl report 2012 AuStRAlIA 19 What is the renewable energy target? Achieving the target with wind energy the Australian parliament has legislated a Renewable energy target to increase electricity generation from renewable sources to at least 20% by 2020 under its scheme implemented in 2009. In 2012, the scheme included a large‑scale Renewable energy target (lRet) and Small‑scale Renewable energy Scheme (SReS). the scheme is designed to encourage investment in and switching to renewable energy sources through mandated annual targets for the renewable proportion of Australia’s electricity supply, rising to achieve the 2020 target. ret.cleanenergyregulator.gov.au the project created more than 150 direct jobs during construction and contributed to many more indirect jobs in Australia involving the fabrication of towers, buildings, switch rooms and electrical equipment. We provided on‑site apprentices with valuable work experience and the development has also benefitted the local community through increased economic activity. Infigen sells renewable electricity from its Australian wind farms through long term power purchase Agreements, large‑scale generation Certificate (lgC) sales agreements, and retail supply agreements, with residual output and generation traded on a merchant basis (wholesale electricity and lgC markets). australia’s actions on climate change Australia is taking action to decarbonise the economy in order to reduce the effects of climate change. With the introduction of the carbon price, the coming year will be the first in Australia where around 500 of the biggest polluters will need to acquire and surrender a permit for every tonne of carbon dioxide equivalent emissions they produce. the introduction of a carbon price helps support the case for renewable investment. Australia’s installed wind capacity reached 2,224 MW at the beginning of 2012. According to the Clean energy Council the total capacity of currently proposed wind projects is approximately 14,000 MW. Wind remains the clear renewable technology leader in terms of cost competitiveness, and we continue to expect wind will meet up to 80% of the large‑scale target. globally, turbine prices have fallen substantially. new turbine suppliers are seeking to enter the Australian market, and we expect to see significant competition when a market signal returns through offtake contract pricing and regulatory certainty. Since last year, the large surplus of lgCs has continued to be acquired by the large electricity retailers to meet their future obligations. the average price increased from approximately $35/lgC to approximately $39/lgC during the year. In line with our expectations, the supply of lgCs created in 2012 is tracking substantially lower than the number required by liable entities to surrender to the government at the end of the 2012 calendar year. this scarcity of lgCs created during 2012 has begun to deplete the large surplus created in 2010. In time, we expect the gap between supply and legislated demand will lead to a tightening market, encouraging liable entities to commission new wind farms, by either entering into new long term contracts or purchasing larger quantities of lgCs from the inventories of renewable energy generators or traders. failure of the liable parties to surrender sufficient certificates results in a penalty currently set at $65/lgC of shortfall. the penalty is not tax deductible, making the effective after tax price of a shortfall $93/lgC. INFIGEN Is thE lARGEst OwNER-OpERAtOR OF INstAllEd wINd cApAcItY IN AustRAlIA What is the australian carbon Price? In 2012, the Australian parliament legislated a price on carbon and greenhouse gas emissions under the Commonwealth government’s Clean energy future plan, to take effect on 1 July 2012. the legislation promotes a reduction in carbon emissions. the carbon pricing mechanism will cover four of the six greenhouse gases counted under the Kyoto protocol – carbon dioxide (Co2), methane (CH4), nitrous oxide (noX) and perfluorocarbons (pfCs) from aluminium smelting. for the first three years, the carbon price will be fixed, before moving to an emissions trading scheme in 2015. In the fixed price stage, starting on 1 July 2012, the carbon price will start at $23 a tonne, rising at 2.5% a year in real terms. In August 2012, the government announced that the previously proposed fixed price floor would not apply from July 2015 as originally proposed, relying instead on a linkage between Australia’s carbon price mechanism and the european union’s emissions trading scheme from that time. Australian emitters can buy up to 50% of their liabilities from international markets. www.cleanenergyfuture.gov.au 20 australia’s changing energy system Building a smart, clean energy future Australia’s energy system is subject to uncertainties from an unpredictable supply‑demand balance. the national electricity Market (neM) continues to evolve through the privatisation of government‑ owned assets. price elasticity and changes in electricity sourcing behaviour have resulted in changes to the energy supply mix as the role of distributed and solar generation increases. wINd GENERAtION REMAINs thE clEAR RENEwAblE tEchNOlOGY lEAdER IN tERMs OF cOst cOMpEtItIvENEss there is significant uncertainty in the price of domestic gas supply, which is viewed by some as the transitional fuel to a low‑emission economy. four competing liquefied natural gas (lng) projects in gladstone are converting coal seam natural gas to lng, with the first project expected to come on line from 2014. these lng projects are expected to lead to significant increases in domestic wholesale gas prices, driving them towards world lng parity. Businesses concerned with energy price security are starting to look for alternative options to reduce the risk associated with their reliance on gas. Sophisticated energy consumers have become more aware of choices they can make to increase their energy efficiency and cost effective procurement. As the cost of solar pV technology has fallen from over $4/watt in 2008 to less than $1/watt in 2012, businesses and households can increasingly afford to buy their own pV electricity supply. At the end of 2011, installed solar pV capacity in Australia reached 1.4 gW. Changes in long‑term weather patterns like the occurrence of la niña and more moderate weather have also contributed to a drop in electricity consumption and peak demand, delivering considerably less market price volatility. Offering a choice to retail customers Wind energy provides economic sustainability through cost certainty at competitive prices. our renewable energy fleet of assets can provide long term and sustainable electricity products to customers and eliminate fuel price risk. Infigen is expanding its channels to market in order to provide commercial and industrial customers with cost‑competitive sources of energy. We currently have an electricity retail licence in new South Wales, and a national Retail Authorisation, that permits retail activities in the Australian Capital territory and tasmania. In the 2013 financial year, we are pursuing electricity retail licences in South Australia, Victoria and Queensland. Australia’s first National Electricity Market (NEM) registered solar farm and energy storage facility We continue to explore solar opportunities and work towards the development of a small solar pV and energy storage demonstration facility at the Capital Renewable energy precinct in new South Wales. the solar pV array and storage demonstration facility will be the first of its kind in Australia and the first solar farm to be registered in the neM. Infigen will use the facility to trial construction techniques, battery storage technology, and the combined operation and dispatch of the solar pV array and energy storage, to maximise the economic return. the lessons learnt from this demonstration plant will be applied to the design of future utility‑scale pV plants and the integration of future large‑scale energy storage into the neM. Platform for growth our development pipeline encompasses wind capacity and solar capacity. We have already received planning approvals for the majority of our wind and solar pV capacity in the development pipeline. this year we received planning approvals for the Capital 2 and Woakwine wind farms. Development applications for the Bodangora, forsayth, flyers Creek and Cherry tree wind farms were all placed on public exhibition. In addition, a development application was lodged for the 1 MW Capital east solar farm comprising a solar pV and energy storage facility. A 200 kW first stage will be constructed initially. WenDy MoLoney Construction Contract Administrator We will simply destroy our planet if we don’t stop extracting and consuming its energy and water resources. the solution is in change. I am proud to be a part of this by using my engineering skills. I have a Bachelor of engineering (Civil) from the Queensland university of technology. Having worked in a variety of industrial projects in Queensland, wind farm projects in Scotland and data centres and airports in Qatar, I joined Infigen in 2010. My first role was as the Contract Administrator for the Woodlawn wind farm construction. I am looking forward to project managing the construction of the Capital east solar farm development. InfIgen energy AnnuAl report 2012 DeVelopMent pIpelIne 21 OuR dEvElOpMENt pIpElINE REMAINs A kEY stRAtEGIc AssEt Wind farm Bodangora Capital 2 Cherry tree flyers Creek forsayth Location capacity (MW) Planning status connection status new South Wales 90‑100 public display complete new South Wales Victoria 90‑100 35‑40 Approved DA lodged Intermediate Advanced Advanced new South Wales 100‑115 public display complete Intermediate Queensland Walkaway 2 & 3* Western Australia Woakwine South Australia 60‑70 ~400 ~450 DA lodged Intermediate Approved Approved Intermediate Intermediate total 1,225-1,275 solar farm Location capacity (MW) Planning status connection status Capital# new South Wales Capital east new South Wales Cloncurry Manildra# Moree nyngan# Various total Queensland new South Wales new South Wales new South Wales uSA * # Infigen has a 32% equity interest Infigen has a 50% equity interest 50 1 6 50 60 100 300 567 Approved Approved early Approved Approved Approved Advanced Advanced early Advanced early Advanced early Intermediate 22 sustaINabIlItY Our aim is to build strong relationships through transparent communication with the communities in which we intend to locate our assets our generation, your future We strive to be the leading provider of renewable energy that attracts people who are passionate about creating a sustainable future – that is, they want to make a difference. However, the inherent sustainable nature of our business does not stop with supplying renewable energy to our customers. Infigen’s Sustainability framework is focussed on delivering outcomes in the following key focus areas: 1. Maximise benefits for our customers, our investors, our people and the communities that we are part of: ■ Socially ■ economically ■ environmentally 2. enhance the quality of life and wellbeing of individuals and communities touched by Infigen’s activities through: ■ Community engagement ■ Community partnerships ■ employee engagement ■ employee led sustainability initiatives ■ Community and employee health and safety 3. efficient generation of electricity from renewable sources through: ■ efficient use of resources ■ Waste and pollution reduction ■ ecosystem protection ■ land productivity enhancement Total Recordable Incident Rate and Lost Time Injury Frequency Rate fy11 fy12 1 – (per 1,000,000 working hours) trIr 1 25.9 11.8 LtIfr 1 3.4 1.0 from 1 July 2011 to 30 June 2012, Infigen improved both its rolling 12 month lost time injury frequency rate (ltIfR) and total recordable incident rate (tRIR), from 3.4 and 25.9 to 1.0 and 11.8 respectively. committed to Making a Difference Infigen is deeply committed to making a positive contribution in each of the communities in which we operate, are part of and live. By fostering lasting relationships with non‑profit organisations, funding local initiatives, providing community support and participating in community events, Infigen is able to champion important causes while promoting a strong culture of caring for our future. Direct financial contributions to community activities totalled over $500,000 in the 2012 financial year, while many of our employees also willingly gave their time to participate in community events. this benefitted local communities in the areas of education, fire and police departments, social welfare, country shows, indigenous groups, sports clubs, art festivals and youth programs, including the uS youth development organisation 4‑H. Focus on safety the Infigen team consists of approximately 220 people managing 24 wind farms in the uS and Australia. Infigen is committed to providing a safe and healthy workplace for all employees, contractors, subcontractors, visitors and all others whose health or safety could be affected by our activities. Infigen recognises that we have a primary duty of care to ensure that the health and safety of persons is not put at risk from our work activities. Supporting victims of disasters By committing time and resources, Infigen and its employees have provided valuable support to organisations in need, and created opportunities for employees to meet their personal goals of committing time for a worthy cause. this includes helping people affected by the Central texas wildfires and the north texas tornado by donating goods. InfIgen energy AnnuAl report 2012 SuStAInABIlIty 23 Fundraising for Charity An Infigen team participated in the ‘Bike MS 150’ charity ride in texas. nine employees, with support from colleagues and family, rode 152 miles to raise awareness and funding for the fight against multiple sclerosis. Infigen matched the funds raised by employees. Infigen donated to the Australian Cancer Council through sponsoring the ‘Vestas Vikings’ in the ‘Relay for life’ run. Infigen employees also raised money for Make‑ A‑Wish Australia foundation and the Australian Cranio‑Maxillo facial foundation. Power to the people in developing countries Infigen co‑sponsored the Imaki Village electrification through a project led by the university of new South Wales (unSW) students. While still students at the unSW, Chris Mcgrath and eden tehan developed a micro‑hydro system that brings sustainable, affordable and reliable natural‑power to a remote village on one of Vanuatu’s 83 islands. this project now provides power to the community’s health clinic, two schools, church and shop, and has given the community the opportunity to improve their quality of life. Connecting the Young Social Entrepreneurs Infigen is proud to sponsor the cause of social entrepreneurship through connecting individuals, who recognise a social problem and use entrepreneurial principles to organise, create and manage a venture to achieve social change. In february 2012, at the first networking event bringing together young entrepreneurs and businesses, attendees heard inspiring stories from social entrepreneurs who have implemented socially sustainable ideas into remote communities. one of these was a story about a project led by Infigen staff member James Hazelton, who founded and co‑funded a community led microfinance project in eastern nepal. the project was created to help local farmers improve profitability and farming methods, while strengthening the community by using the profits to improve village living conditions. cHrIs McgratH Development Manager the idea of sustainable energy solutions is simply about a better way to do things. I have a Bachelor of Science engineering, Renewable energy degree from university of new South Wales. I have been working on Infigen’s Australian solar pV projects. 24 Debunking the myths about wind energy Infigen welcomes interest in issues surrounding the generation of electricity from renewable sources like the wind and sun. our aim is to build strong relationships through transparent communication with the communities in which we intend to locate our assets. establishing these relationships is critical because Infigen intends to be a member of these communities for at least 20 to 25 years, throughout the construction and operation of wind farms. In 2011 and 2012 Infigen organised initiatives to provide opportunities for communities to obtain information and discuss renewable energy and our business during country shows in Bathurst, Blayney, Carcoar and Seymour in Australia. We also met with activist groups, organised trips to wind farms and facilitated meetings between residents from proposed project areas and residents from nearby areas of Infigen’s wind farms. keeping an open Dialogue with our communities effectively engaging with stakeholders and talking through people’s concerns is a priority for Infigen. We strive to improve how we do this and continue to learn. prior to construction all wind and pV solar farm projects go through a development application process in consultation with specialist engineers, planning authorities and the local community. the areas of engagement vary state by state, but broadly cover: ■ environmental noise ■ flora and fauna ■ landscape and visual impact ■ cultural heritage ■ traffic and transport ■ shadow flicker ■ electromagnetic interference Infigen holds open information days within each community in which a project is planned. Infigen actively invites everyone who is interested to come and talk about the project, provide feedback and identify opportunities for co‑operation. aLMa correa HoLMes Business Services Manager Working in the wind energy industry makes me proud to be part of something tremendously important. While global energy problems will not disappear tomorrow, we are definitely making an impact in my children’s lives. I am thrilled to be a part of the solution! I graduated from the university of texas and hold an Associate of Arts, an Associate of Science in Business, a Bachelor’s degree in Business Administration (cum laude), and a Master’s degree in Business Administration. InfIgen energy AnnuAl report 2012 SuStAInABIlIty 25 each year Infigen distributes more than $260 million of economic value between suppliers, employees, capital providers, governments and communities in which Infigen operates. In the uS and Australia this is achieved through sourcing supplies from local businesses, payments to land owners, local authority taxes and charges, community investments and local employee wages. this figure is significantly higher during the construction activity on each project. Making efforts to source locally Infigen seeks to source materials and services from local suppliers to bolster the local economy, enhance community engagement, and reduce the impact on the environment from transportation. ‘Reality check’ with our communities surrounding Capital wind farm, Australia Infigen commissioned an independent research company to better understand perceptions of the benefits from Infigen’s Capital wind farm near Bungendore, in Australia, where Infigen began working in 2004. the survey captured insights from 234 respondents including 89 business operators. the survey explored perceived benefits from the wind farm and opinions on its effects on local businesses and property values. the results showed that the majority of nearby residents perceived and welcomed the positive impacts the Capital wind farm has had. At the proposed Cherry tree wind farm project site in Victoria, Australia, residents in the area were interested about infrasound and audible sound levels from wind farms. It was important for Infigen that these people could access information from an independent, knowledgeable source, which was made available. Infigen invited an independent acoustic expert to an information session at Cherry tree to answer questions about the various sounds generated by wind farms. the acoustic expert explained in simple terms the concept of infrasound and independent noise compliance testing procedures undertaken at wind farms. Helping to raise awareness about renewable energy Infigen welcomes opportunities to promote renewable energy, and supports staff participation in school and university activities as well as numerous conferences. for the second year running in Australia, Infigen promoted global Wind Day by hosting an open day at one of its wind farms. Infigen’s operations Control Centre operators, wind farm developers and construction project managers were wind farm tour guides and explained to visitors how the wind farm is managed and operated, the composition of turbines and how wind power is turned into electricity. In the uS, Infigen continues to support an annual drawing contest which commenced in 2007. the purpose of the contest is to introduce children to renewable energy at an early age. the contest involves 3rd to 5th grade students in elementary schools surrounding Infigen’s wind farms. sharing the economic Benefits to date, the total cumulative capital investment in wind farms in Australia is estimated at just over $7 billion according to a Sinclair Knight Merz study commissioned by the Clean energy Council. of this some $4.25 billion is estimated to have been spent in Australia on Australian goods and services. 26 climate change Climate change and pollution affect us all. We are faced with the consequences of damaged ecosystems, inhabitable and unusable land, contaminated air, rising sea levels, extreme temperatures and weather events. Participation in Carbon Disclosure Project As part of Infigen’s commitment to addressing the damaging effects of climate change, Infigen reports assessment of climate change risks under the Carbon Disclosure project – the world’s largest independent global system through which thousands of companies report their greenhouse gas emissions. the most significant physical risks are the increases in the occurrence of extreme weather events and changes in physical climate parameters. Infigen’s business continuity planning considers such events and mitigation is provided by the insurance program. Regulatory uncertainty in conjunction with climate change is also a risk. to mitigate this, Infigen proactively engages with government regulators to promote renewable energy industry and encourage supportive legislations. Infigen is strategically positioned to capture opportunities associated with climate change responses by its focus on the ownership and operation of renewable electricity generation facilities. duRING thE 2011 ANd 2012 FINANcIAl YEARs INFIGEN’s ENERGY cONsuMptION wAs lEss thAN 1% OF Its GENERAtION Developing an understanding of our electricity consumption and carbon emissions to develop, construct and operate its generation facilities, Infigen consumes energy directly and indirectly. the level of energy consumption is very low relative to the electrical energy generated. However, it is important to monitor these consumption levels, both to meet regulatory reporting requirements (in Australia Infigen has obligations under the national greenhouse and energy Reporting Act), and for greater understanding of its energy and emissions profile. In the 2012 financial year Infigen commenced monitoring its energy usage and emissions across all operations in Australia, and the uS for the first time. During the 2011 and 2012 financial years Infigen’s energy consumption was less than 1% of its generation. Infigen’s Emissions – Australian Business Unit scope 1&2 emissions fy11 fy12 change total greenhouse gas emission in tonnes of Co2 equivalent tonnes Co2 equivalent per MWh net generation 3,744.6 3,212.5 ‑14.2% 0.0028 0.0023 ‑18.4% Scope 1 and 2 emissions in the uS in the financial year 2011 were 16,327 tonnes of Co2 equivalent. this is comparable to emitting 0.0049 tonnes or 4.9 kilograms of greenhouse gases per megawatt hour. the data certainty level of these reported figures is 50%. emissions reporting for the financial year 2012 will be available in the sustainability section on Infigen’s website: www.infigenenergy.com enhancing Quality of Life and the environment Infigen takes steps to protect ecosystems through its environmental management plans, which reflect the requirements of local, state and national regulations. At each of its operating wind farms, Infigen continues to develop its environmental plans, manuals and procedures in line with Infigen’s environment & Community policy to enable a strategic approach to biodiversity risk management, target setting and establishment of monitoring processes. Responsibility for preserving bird and bat habitat All Infigen’s activities take into account assessment of impacts on co‑existing flora and fauna. Infigen values the collaboration with planning authorities to put in place adaptive management programs, which are facilitated by independent ecologist experts. this helps Infigen to learn about the behaviour of birds and bats co‑existing with wind and solar farms, and implement programs to reduce the impact on bird and bat habitat. At our most recent projects at Capital and Woodlawn in Australia, independent ecologist experts carry out carcass searches on a monthly basis, and bird and bat utilisation surveys reported on an annual basis to make recommendations for protecting the environment. Reducing risk of fire Infigen implements mitigation strategies to limit potential of ignition of bushfires, and carries out regular fire prevention inspections. Wind farm site teams liaise with emergency services, organise familiarisation tours and maintain ongoing programs for maximum prevention of fire risks. Keeping the land available for livestock and farming Wind turbines occupy no more than 1‑2% of the entire wind farm area. Wind farms are compatible with other land uses by land owners. farmers can grow their crops, and livestock can feed on the land throughout the construction and operation of a wind farm. InfIgen energy AnnuAl report 2012 SuStAInABIlIty 27 creating a Better Workplace for Infigen employees Infigen strives to create a workplace where people aspire to work for Infigen and dedicate themselves to our success. providing team members with an opportunity to influence the strategic direction, workplace culture and organisational reputation is a key part of delivering our strategy. Inclusion and consultation is an important factor for motivating and retaining our team and it is important that team members feel they are a part of Infigen and can contribute to building its success. Combining innovative minds and inspired people Infigen seeks to create a better workplace by conducting employee engagement surveys. the most recent survey established that Infigen’s workforce is highly motivated with high levels of job satisfaction, commitment and empowerment. Action plans were put in place to address key areas of improvement, including: ■ establish a leadership development program ■ for current and future leaders Increase the workforce participation of females and persons from minority backgrounds ■ Require all external recruitment processes to shortlist at least one female or minority candidate ■ engage tertiary institutions to help promote female careers in the renewable energy industry Changes to the recruitment processes set out under these targets have already made a difference to the diversity at Infigen. At the end of 2012, there were 38% more women working at Infigen than 2011. total workforce increases were predominantly a result of moving contractors into full time positions in the uS. Traineeship and education With lawrence livermore national laboratory in California, Infigen collaborated to promote renewable energy engineering degrees through a tutoring program and studying materials on wind monitoring. for the second year, Infigen sponsored the university of new South Wales Co‑op Scholarship program in Australia. participation in this program provides engineering students with practice and hands‑on experience throughout their studies. In 2011, we sponsored two Bachelor of engineering – photovoltaics and Solar energy degree students. the students worked over the summer at Infigen to complete their placements. In 2012, Infigen is sponsoring three students from the 1st, 2nd and 3rd year of that degree. Infigen Innovation Challenge – Australia At the end of the 2012 financial year, the Australian business unit launched an innovation challenge aimed at improving processes and working life at Infigen and reducing business costs. this initiative seeks to draw on the enormous knowledge and creativity that exists, with the employees. Implementation of selected ideas is planned through 2012 and early 2013. We look forward to reporting initial successes in next year’s annual report! Share of Females in Senior Positions Board group executive Committee Senior Management Middle management 20% 0% 24% 14% 43% Maintaining a capable, agile and motivated team professional engineers / Accountants etc Developing critical leadership capabilities will improve engagement and retention, which enables future growth for Infigen. to achieve this, Infigen’s group executive Management started working with the Australian graduate School of Management to co‑create a program for the leadership team, middle managers and high potentials at Infigen. FEMAlE wORkFORcE (%) 34 31 19 20 FY11 FY12 AUSTRALIA FY12 FY11 USA 28 INFIGEN MaNaGEMENt MILes george Managing Director Miles is the Managing Director of Infigen energy, having previously been the Chief executive officer since 2007. Miles was appointed Managing Director in January 2009. Miles has over 20 years experience in the infrastructure and energy sectors, and in particular renewable energy development and investment. Since 2000, Miles has been involved in development and investment in wind energy projects in Australia, including playing a key role in the development of Infigen’s first wind farm at lake Bonney in South Australia. Miles jointly led the team which established the business now known as Infigen energy in 2003. Subsequently he jointly led the team which structured and implemented the Initial public offer and listing of Infigen’s business on the ASX in 2005. Miles holds degrees of Bachelor of engineering and Master of Business Administration (Distinction) from the university of Melbourne. geoff DutaILLIs Chief Operating Officer geoff is the Chief operating officer of Infigen energy, with responsibility for the business and operational activities of Infigen energy in Australia and the uS. geoff joined Infigen energy in 2005 following playing an instrumental role in the process of preparing Infigen for its Initial public offer in 2005. geoff has extensive experience in the development and project management of major projects, having had leadership roles on a number of landmark developments while working at lend lease for almost 19 years in Australia and europe. geoff holds a Bachelor of engineering (Civil) (Hons) from the university of nSW with post‑graduate qualifications from the Australian graduate School of Management, Cambridge International land Institute (uK) and the Australian Institute of Company Directors. InfIgen energy AnnuAl report 2012 InfIgen MAnAgeMent 29 cHrIs BaVeystock Chief Financial Officer Chris is the Chief financial officer of Infigen energy, with responsibility for managing of the financial risks of the business. Chris has been with Infigen energy since December 2010 overseeing financial control and compliance. Chris has over 20 years of experience as a finance executive in mergers and acquisitions, acquisition integration, financing, project evaluation and review, bids and tenders, and all facets of reporting. His most recent roles were as Chief financial officer to the tenix group, and subsequently a number of senior finance roles at transfield Services, including group financial Controller. Chris holds a Bachelor of Arts in History from the university of Cambridge with additional certificate as Chartered Accountant from the Institute of Chartered Accountants england & Wales (ICAeW). BraD HoPWooD General Manager – Corporate Finance Brad is the general Manager – Corporate finance for Infigen energy, with responsibility for managing the sources and uses of capital for the business, corporate activity and projects, and the group’s tax function. Brad has worked with Infigen energy since 2006 and been responsible for tax, corporate finance and corporate structure matters, as well as the group’s activities in europe. Brad previously worked with KpMg in Sydney and london. Brad holds Bachelor degrees in economics and law and a graduate Diploma of legal practice. Brad is also admitted in new South Wales as a (non‑practising) Solicitor. stefan WrIgHt General Counsel Stefan joined Infigen energy in 2009 and is the group’s general Counsel. Stefan’s experience includes in‑house and external counsel roles in Australia and the united States, with a focus on corporate, transactional and project orientated work (including financing, restructuring and capital markets transactions). He has been involved in the renewable energy industry since 2007. Stefan holds Bachelor degrees in Commerce and law from the university of Adelaide and a graduate Diploma of legal practice. 30 INFIGEN boaRD MIcHaeL HutcHInson Non-Executive Chairman Mike was appointed an independent non‑executive director of Infigen energy in June 2009 and subsequently elected Chairman in november 2010. He is Chairman of the nomination & Remuneration Committee. Mike was formerly an international transport engineering consultant and has extensive experience in the transport and communications sectors, including as a senior official with the Australian government. Mike is currently an independent non‑executive director of the Australian Infrastructure fund ltd. Mike has previously been an independent non‑executive director of epIC energy Holdings ltd, Hastings funds Management ltd, Westpac funds Management ltd, pacific Hydro ltd, otC ltd, Hitech group Australia ltd, the Australian postal Corporation and the Australian graduate School of Management ltd. PHILIP green Non-Executive Director philip was appointed a non‑executive director of Infigen energy in november 2010. He is a member of the Audit, Risk & Compliance Committee. philip is a partner of the Children’s Investment fund Management (uK) llp (tCI), a substantial securityholder of Infigen energy. philip joined tCI in 2007 and his responsibilities include tCI’s global utility, renewable energy and infrastructure investments. prior to joining tCI, philip led european utilities equity research at goldman Sachs, Merrill lynch and lehman Brothers over a 12 year period. philip is a uK Chartered Accountant (ACA) and has a Bachelor of Science (Hons) in geotechnical engineering. InfIgen energy AnnuAl report 2012 31 InfIgen BoARD fIona HarrIs Non-Executive Director fiona was appointed an independent non‑executive director of Infigen energy in June 2011. fiona is Chairman of the Audit, Risk & Compliance Committee and also a member of the nomination & Remuneration Committee. prior to this, she has been a director of a number of listed and unlisted companies, including Alinta ltd and Alinta Infrastructure Holdings group. fiona is Chairman of Barrington Consulting group and was previously a national Director of the Australian Institute of Company Directors. for the past 17 years she has been a professional non‑executive director. fiona is currently a Director of Altona Mining limited, Aurora oil & gas limited and Sundance Resources limited. Within the last three years fiona has previously been a Director of listed companies territory Resources limited and Vulcan Resources limited. fiona holds a Bachelor of Commerce degree and is a fellow of the Institute of Chartered Accountants in Australia and the Australian Institute of Company Directors. ross roLfe ao Non-Executive Director Ross was appointed an independent non‑executive director of Infigen energy in September 2011. Ross is a member of the Audit, Risk & Compliance Committee and the nomination & Remuneration Committee. Ross is currently a Chairman of WDS limited and CS energy limited. Ross is the Deputy Chair of the finance Committee of Infrastructure Australia and he is also a member of the Commonwealth government’s energy White paper Reference group. Ross has broad experience in the Australian energy and infrastructure sectors in senior management, government and strategic roles. Ross has previously been a Director of Alinta energy limited as well as a Director of thiess pty ltd, Infrastructure Australia, Infrastructure partnerships Australia, Queensland Manufacturing Institute, Construction Queensland, Queensland low emissions technology Centre, emu Downs wind farm, Queensland Resources Council and Southbank Corporation. Ross previously held the position of Co‑ordinator general in Queensland and the positions of Director general in the Queensland Department of the premier and Cabinet, Department of State Development and Department of environment & Heritage. Ross was also previously the Chief executive officer of Stanwell Corporation. MILes george Executive Director Miles is the Managing Director of Infigen energy, having previously been the Chief executive officer since 2007. Miles has over 20 years experience in the infrastructure and energy sectors, and in particular renewable energy development and investment. Since 2000 Miles has been involved in development and investment in wind energy projects in Australia, including a key role in the development of Infigen’s first wind farm at lake Bonney in South Australia. Miles jointly led the team which established the business now known as Infigen energy in 2003. Subsequently he jointly led the team which structured and implemented the Initial public offer and listing of Infigen’s business on the ASX in 2005. following listing, Miles continued to work on the development and financing of Infigen’s wind farm investments in Australia, the uS and europe. He was subsequently appointed as Chief executive in 2007 and Managing Director in 2009. Miles holds degrees of Bachelor of engineering and Master of Business Administration (Distinction) from the university of Melbourne. 32 cORpORAtE GOvERNANcE stAtEMENt 33 Introduction – Structure of the Infigen energy group 34 ASX principles and Recommendations 34 ASX principle 1: lay solid foundations for management and oversight 35 ASX principle 2: Structure the Board to add value 37 ASX principle 3: promote ethical and responsible decision‑making 38 ASX principle 4: Safeguard integrity in financial reporting 39 ASX principle 5: Make timely and balanced disclosure 39 ASX principle 6: Respect the rights of shareholders 40 ASX principle 7: Recognise and manage risk 41 ASX principle 8: Remunerate fairly and responsibly InfIgen energy AnnuAl report 2012 CoRpoRATE GoVERNANCE STATEMENT 33 INTRODUCTION – STRUCTURE OF THE INFIGEN ENERGY GROUP This statement outlines Infigen Energy group’s corporate governance framework as at 30 September 2012. A copy of this statement and other relevant documents and summaries can also be accessed from the Corporate Governance section on Infigen’s website at www.infigenenergy.com. The Infigen Energy group (Infigen) consists of the following entities: n n n Infigen Energy Limited (IEL), ACN 105 051 616, a public company incorporated in Australia; Infigen Energy (Bermuda) Limited (IEBL), ARBN 116 360 715, a company incorporated in Bermuda; Infigen Energy Trust (IET), ARSN 116 244 118, a managed investment scheme registered in Australia, of which Infigen Energy RE Limited (IERL), ACN 113 813 997, AFSL 290710, is the responsible entity; and n the subsidiary entities of IEL and IET. Any reference contained in this statement to IERL is a reference to IERL in its capacity as responsible entity of IET. Shares issued by IEL and IEBL, as well as units issued by IET, are stapled together to form IFN stapled securities (IFN securities). These IFN securities are quoted on the Australian Securities Exchange under the market code ‘IFN’. The current stapled structure of the Infigen group was established immediately prior to listing on the Australian Securities Exchange in 2005 and is currently unable to be simplified due to provisions within Infigen’s corporate debt facility. IEBL was established and included in the group’s stapled structure in 2005 to provide flexibility regarding potential investment ownership structures. IEBL has not been utilised for that purpose since it was established and Infigen aims to wind-up this entity when it is feasible to do so. The following diagram represents the structure of the Infigen Energy group, including the entities and assets within the corporate debt facility. InfIgEn EnERgy SEcuRITyhoLdERS Stapled Securities units shares shares InfIgEn EnERgy TRuST InfIgEn EnERgy LImITEd InfIgEn EnERgy (BERmuda) LImITEd Responsible Entity Infigen Energy RE Limited Infigen Energy Holdings Pty Limited Operating Wind Farms Woodlawn Wind Farm Development Assets Entities and assets within the corporate debt facility (Global Facility) 34 Corporate GoVerNaNCe StateMeNt continued Interaction between the roles of IEL, IEBL and IERL The Boards of IEL, IEBL and IERL (the Ifn Boards) are responsible for the governance and management of Infigen. The IEL Board, in consultation and agreement with the IEBL and IERL Boards, formulates and approves the strategic direction, investment objectives and goals of Infigen in accordance with the terms of the stapling deed of 16 September 2005 (Stapling deed). In practice, IEL was responsible for conducting the day-to-day operations of Infigen during the year. IEL will continue to consult and exchange information with and seek the agreement of IEBL and IERL when making relevant decisions in relation to Infigen. The Stapling Deed sets out the details of the relationship between IEL, IEBL and IERL in respect of Infigen. The Stapling Deed provides, to the extent permitted by law, for cooperation and alignment between these entities. It is by operation of the Stapling Deed that the Boards of IEL, IEBL and IERL are together responsible for overseeing the rights and interests of securityholders in Infigen, as well as being accountable to securityholders for the overall corporate governance and management of Infigen. ASX PRINCIPLES AND RECOMMENDATIONS The ASX Corporate Governance Council (aSX cgc) has issued a guideline setting out corporate governance principles and Recommendations. The ASX Listing Rules require listed entities to include a statement in their annual report disclosing the extent to which they have followed the principles and Recommendations within the ASX CGC guideline during the reporting period. This Corporate Governance Statement is structured with reference to the second edition of the ASX CGC guideline released on 30 June 2010. Infigen has complied with the principles and Recommendations within the ASX CGC guideline during the period unless specifically indicated otherwise. Relevant information also required to be included in this Statement by the ASX CGC guideline has been included unless specifically indicated otherwise. aSX Principle 1: Lay solid foundations for management and oversight companies should establish and disclose the respective roles and responsibilities of Board and management. Recommendation 1.1: companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions. The IFN Boards have each adopted a formal Board Charter which details the functions and responsibilities of the relevant Board and distinguishes such functions and responsibilities from those which have been delegated to management. Such delegation is non-exclusive. The Board Charters are reviewed by the IFN Boards annually. A summary of the Board Charters is available in the Corporate Governance section on Infigen’s website at www.infigenenergy.com. In acquitting their responsibilities, the Boards, amongst other things: n contribute to and approve Infigen’s corporate strategy; n evaluate and approve material capital expenditure, acquisitions, divestitures and other material corporate transactions of Infigen; n n n approve material Infigen policies, including Infigen’s Code of Conduct, Health and Safety policy, Conflicts of Interest policy, Securities Trading policy, Continuous Disclosure policy and Risk Management policy; approve the annual Infigen budget and all accounting policies, financial reports and material reporting by Infigen; approve the appointment or removal of the Chief Executive officer (cEo); n develop a succession plan for the CEo, and review succession plans for other senior managers; n monitor the performance of the business and management team, in particular, the CEo and other key management personnel; n consider recommendations of Board Committees, such as the Audit, Risk & Compliance Committee and Nomination & Remuneration Committee; n determine Infigen’s distribution policy; n n n approve the appointment and terms of appointment of the external auditor; consider, approve and monitor the effectiveness of Infigen’s overall risk management and control framework, including through regular reporting to the Board from the Audit, Risk & Compliance Committee and regular updates (as required) from management on significant risk issues; review the performance and effectiveness of Infigen’s corporate governance policies and procedures and consider any amendments to those policies and procedures; n monitor Infigen’s compliance with ASX continuous disclosure requirements; n n subject to the constituent document of the relevant Infigen entity, approve the appointment of Directors to the relevant Board and members to Committees established by the Board; and at least annually, review and evaluate the performance and effectiveness of the Boards, each Board Committee and each individual Director against the relevant charters, corporate governance policies and agreed goals and objectives of Infigen. The Boards have delegated detailed review and consideration of some of these responsibilities to their respective Committees (refer principle 2). The Board Charters also set out the specific powers and responsibilities of the Chair and the CEo (refer principle 2). InfIgen energy AnnuAl report 2012 CoRpoRATE GoVERNANCE STATEMENT 35 Each IFN Board acts independently in exercising its separable responsibilities for each entity. Where there are joint responsibilities the Boards co-operate as provided for in the Stapling Deed. Where appropriate, this is given effect by concurrent Board and Committee meetings to address relevant matters. The Board Charters also include an outline of the responsibilities of each Director. To assist Directors understand Infigen’s expectations of them, all Non-Executive Directors have entered into formal letters of appointment and been provided with copies of relevant Board Charters and policies. Similarly, senior executives, including the CEo and Chief Financial officer (CFo), have formal letters of employment governing their rights and responsibilities as executives within the Infigen group. Recommendation 1.2: companies should disclose the process for evaluating the performance of senior executives. The Nomination & Remuneration Committee of the IEL Board has the primary responsibility for setting the key performance indicators against which the performance of the CEo and other senior managers are evaluated. At the commencement of the 2012 financial year (and at other relevant times for new senior managers), individual key performance indicators were set for senior managers against which their performance would be evaluated. The key performance indicators included a mix of business performance measures and personal performance measures for each senior manager. At the mid-year and at the conclusion of the financial year, the review of the performance of senior managers is initially undertaken by the CEo and recommendations made to the Nomination & Remuneration Committee. The Nomination & Remuneration Committee undertakes a review of the performance of the CEo and considers the recommendations from the CEo regarding the performance of senior managers. The outcome of the Committee’s review is then reported through to the IEL Board. The Remuneration Report within the Directors’ Report sets out Infigen’s remuneration framework, including the key performance conditions that are assessed in determining the remuneration of the CEo and other senior managers. aSX Principle 2: Structure the Board to add value companies should have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. STRUCTURE OF THE BOARD Recommendation 2.1: a majority of the board should be Independent directors. The size and composition of each of the IFN Boards is determined in accordance with the Constitution of the relevant entity, the size and operations of the group and relevant corporate governance standards. It is intended that each of the IFN Boards will comprise Directors with a diverse range of skills, expertise and experience. With reference to the criteria set out in Recommendation 2.1, the IFN Boards have assessed the independent status of each Director. The IFN Boards comprised a majority of Independent Directors throughout the 2012 financial year. There are three Independent Directors and two Non-Independent Directors currently on each of the IFN Boards. When reviewing the independence of a Director who may have a separate contractual relationship with Infigen and/or is an affiliate of a business that has a contractual relationship with IEL, the materiality threshold to be applied to the cost or fees for the good or service being provided is 5% of the revenue of IEL for the prior financial year. During the financial year and up to the date of this report, the changes to the IFN Boards are set out in the table below. current directors Position M Hutchinson Independent Chair Non-Executive Director1 p Green F Harris R Rolfe Ao M George Independent Non-Executive Director Executive Director2 former director Position aPPoInTmEnT daTES IEL Board IEBL Board IERL Board 18/6/09 18/6/09 18/6/09 18/11/10 18/11/10 18/11/10 9/9/11 1/1/09 9/9/11 1/1/09 9/9/11 1/1/09 Retirement dates Independent Non-Executive Director 21/6/11 21/6/11 21/6/11 D Clemson3 Independent Non-Executive Director 11/11/11 11/11/11 11/11/11 1 Mr Green is a partner of The Children’s Investment Fund Management (UK) LLp which has a substantial shareholding of IFN securities. 2 Mr George is Managing Director and Chief Executive officer of Infigen. 3 Mr Clemson retired as a Director at the close of the 2011 Annual General Meeting. 36 Corporate GoVerNaNCe StateMeNt continued Throughout the financial year, the Independent Directors or Non-Executive Directors have met to consider relevant matters, as appropriate, in the absence of Non-Independent Directors or the Executive Director, respectively. Directors are entitled to seek independent professional advice, collectively or on an individual basis (including, but not limited to, legal, accounting and financial advice), at Infigen’s expense on any matter connected with the discharge of their responsibilities, in accordance with the procedures set out in the Board Charters. Each individual Director is subject to re-election from time to time in accordance with the ASX Listing Rules and the respective Constitutions and Bye-Laws of IEL, IERL and IEBL. Recommendation 2.2: The chair should be an Independent director. The Chair of each of the IFN Boards throughout the financial year was an Independent Director. Recommendation 2.3: The roles of chair and chief executive officer should not be exercised by the same individual. Throughout the financial year, the roles of Chair and CEo were exercised by different people for Infigen. At no stage was the Chair a former CEo of Infigen or any related party of Infigen. NOMINATION COMMITTEE Recommendation 2.4: The Board should establish a nomination committee. The IEL Board established a Nomination & Remuneration Committee in February 2007. In addition to its remuneration and general human resource responsibilities, that Committee is responsible for advising the IFN Boards on the composition of the Boards and their Committees, as well as reviewing the performance of the Boards, their Committees and individual Directors. The Committee met six times throughout the 2012 financial year. The members of the Committee and their attendance at Committee meetings are outlined in the Directors’ Report. The Committee was composed solely of Independent Directors. The Committee sought advice from independent advisers, as necessary. The Nomination & Remuneration Committee Charter sets out the Committee’s roles and responsibilities, composition, membership requirements and operational procedures. A summary of the Charter is available on Infigen’s website. The Charter is reviewed annually by the Committee and the Board. The IEL Nomination & Remuneration Committee will from time to time carry out, on behalf of IEBL and IERL, similar activities as the Committee is authorised by its Charter to carry out for IEL. Accordingly, the IEL Nomination & Remuneration Committee will provide advice and recommendations regarding relevant nomination and remuneration matters to the Boards of IEBL and IERL. It is intended that the Boards of IEBL and IERL may rely on those activities, advice and recommendations as if the IEL Nomination & Remuneration Committee was a committee of the IEBL and IERL Boards. The ASX principles recommend that the Committee should have at least three members. From 1 July 2011 to 3 August 2011, the Committee only had two members, with both being Independent Directors. on 4 August 2011, a further Independent Director was appointed to the Committee such that the Committee was composed of three Independent Directors for the remainder of the financial year. From time to time, the Chairman, in conjunction with the Nomination & Remuneration Committee, assesses the relevant skills and experience of Directors to determine whether it would be of benefit and appropriate for the Infigen group to appoint an additional Director(s) to the IFN Boards. As per previous Director searches undertaken by the Nomination & Remuneration Committee, any search for additional Directors would likely involve an assessment of the skills and experience of the then current Directors on the IFN Boards and any of those skill and experience areas that required strengthening and/or complementing. previously an external recruitment adviser undertook a search on behalf of the IFN Boards, including focusing on candidates with energy industry and financial expertise. Candidates were short-listed by the external recruitment adviser in conjunction with the IFN Boards, interviewed initially by the external recruitment adviser and subsequently by the then current IFN Board Directors, followed by further referee and background reviews undertaken by the external recruitment adviser. It is expected that a similar nomination and appointment process would be followed for any additional IFN Board Directors. The Nomination & Remuneration Committee would also assess any Director nominations from substantial securityholders. The skills, experience and areas of expertise of the current IFN Board Directors are set out in the table below. The IFN Boards are aiming to achieve a mix of skills and experience relating to the energy industry and associated areas of infrastructure, financing and government and regulatory affairs. directors Skills, experience, areas of expertise Mike Hutchinson Engineering, communications, transportation, government, regulation, infrastructure, energy networks, wind energy philip Green Fiona Harris Ross Rolfe Ao Engineering, accounting, global utilities, renewable energy and infrastructure Commerce, accounting, mergers & acquisitions, governance, energy utilities, including generation, transmission, distribution and retail Energy generation (including renewable generation), development and financing, government, energy retail, infrastructure, resources, manufacturing Miles George Engineering, renewable energy development, financing, infrastructure Recommendation 2.5: companies should disclose the process for evaluating the performance of the Board, its committees and individual directors. The Nomination & Remuneration Committee did not undertake an annual Board review in the 2012 financial year. With new Independent Directors appointed to the IFN Boards in June and September 2011, and a further Independent Director retiring in November 2011, the Nomination & Remuneration Committee determined that a Board, Committee and Director performance review would add greater value after the Directors on the newly composed Boards and Committees had sufficient time working together. The Nomination & Remuneration Committee has engaged an independent consultant to assist the Committee to undertake a Board effectiveness review in the first half of the 2013 financial year. It is Board and Committee practice that individual Directors do not participate in the review of their own performance, nor participate in any vote regarding their election, re-election or Committee membership. In relation to Directors who are due for re-election at the Annual General Meeting, the Nomination & Remuneration Committee considers the performance of the relevant Directors and provides a recommendation to the IEL and IEBL Boards. For new Directors, induction arrangements make available to the new Director sufficient information and advice to allow them to participate fully and actively in Board decision-making at the earliest opportunity. InfIgen energy AnnuAl report 2012 CoRpoRATE GoVERNANCE STATEMENT 37 aSX Principle 3: Promote ethical and responsible decision-making companies should actively promote ethical and responsible decision-making CODE OF CONDUCT Recommendation 3.1: companies should establish a code of conduct and disclose the code or a summary of the code as to: n n n the practices necessary to maintain confidence in the company’s integrity the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. The IFN Boards have adopted a formal Code of Conduct which is designed to ensure that: n high standards of corporate and individual behaviour are observed by all Directors and employees in relation to Infigen’s activities; and n employees are aware of their responsibilities to Infigen under their contract of employment and act in the interests of Infigen, including in an ethical and professional manner. The Code of Conduct requires Directors and employees, among other things, to: n avoid conflicts of interest between their personal interests and those of Infigen and its securityholders; n not take advantage of opportunities arising from their position for personal gain or in competition with Infigen; and n comply with the Securities Trading policy and other corporate policies. The Code of Conduct requires Directors and employees to report any actual or potential breach of legal requirements, the Code of Conduct or other Infigen policies. Infigen promotes and encourages ethical behaviour and provides protection for those who report violations. A summary of the Code of Conduct is available on Infigen’s website. Infigen recognises that it has a number of legal and other obligations to non-securityholder stakeholders, including employees, financiers, suppliers and the broader community. The objectives of the Code include assuring all stakeholders that Infigen will conduct its affairs in accordance with ethical values and practices. The Code of Conduct specifically requires all employees to act lawfully, diligently, fairly and with honesty, integrity and respect. Infigen aims to provide a work environment in which all employees may excel regardless of race, religion, age, disability, gender, sexual preference or marital status. In this regard, Infigen maintains policies relating to diversity and workplace practices, including occupational health and safety. SECURITIES TRADING POLICY The IFN Boards have adopted a Securities Trading policy which regulates the manner in which Directors and employees may buy or sell IFN securities, and requires that they conduct their personal investment activities in a manner that is lawful and avoids conflicts between their own interests and those of Infigen. The policy specifies trading windows as the periods during which trading in IFN securities can occur. Trading is prohibited despite a window being open if the relevant person is in possession of non-public price-sensitive information regarding Infigen. The CEo and other key management personnel are required to pre-notify the Company Secretary (who in turn notifies the Chair) of any proposed trading by them in IFN securities, as well as the details of any subsequently completed trades. All trading by Directors in IFN securities is advised to the market in accordance with the Listing Rules. A summary of Infigen’s Securities Trading policy is available on Infigen’s website. DIVERSITY POLICY Recommendation 3.2: companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. The IFN Boards have adopted a Diversity policy which includes requirements for Infigen to establish measurable objectives for achieving gender diversity and to assess annually both the objectives and progress in achieving them. During preparation of the policy, the Board and management actively sought input from all employees to help define the meaning and value of diversity as it related to Infigen. At Infigen, we respect those differences that people bring to the organisation that have an influence on individual identities and perspectives, including gender, ethnicity, religious beliefs, age, sexuality, disability and family responsibilities. We aim to promote a culture that encourages diversity, where our employees benefit from exchanging ideas and learning from each other in order to capture the benefits of diverse backgrounds, experiences and perspectives. Infigen has developed strategies and programs to monitor and promote diversity within the workplace. processes have been implemented to monitor, review and report to the Nomination & Remuneration Committee and the IFN Boards regarding diversity within Infigen. A summary of the Diversity policy is available on Infigen’s website. Recommendation 3.3: companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. The Diversity policy includes requirements for Infigen to establish measurable objectives for achieving diversity, including gender diversity. The measurable objectives for achieving gender diversity and the progress towards achieving those objectives are included in the Sustainability Report within the Annual Report. Recommendation 3.4: companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. The relevant information for Infigen is included in the Sustainability Report within the Annual Report. 38 Corporate GoVerNaNCe StateMeNt continued aSX Principle 4: Safeguard integrity in financial reporting companies should have a structure to independently verify and safeguard the integrity of their financial reporting AUDIT, RISK & COMPLIANCE COMMITTEE Recommendation 4.1: The board should establish an audit committee. The IFN Boards have each established an Audit, Risk & Compliance Committee. These are responsible for advising their respective Board on internal controls and appropriate standards for the financial management of Infigen. In practice the Committees generally hold concurrent meetings. The IFN Boards have delegated the responsibility for overseeing the establishment and maintenance of Infigen’s system of internal control to the Audit, Risk & Compliance Committees. The Committees oversee the financial reporting process, the systems of internal control and risk management, the audit process and Infigen’s processes for monitoring compliance with laws and regulations. The Audit, Risk & Compliance Committees oversee the implementation of the system of risk management at Infigen, ensuring that management has a process in place so that risks are identified, assessed and properly managed. The Committees also monitor compliance by Infigen with its various licensing and other obligations, including specific obligations associated with managed investment scheme requirements. on behalf of the IFN Boards, the Committees review the performance of the external auditor and monitor any non-audit services proposed to be provided to Infigen by the external auditor to ensure external audit independence is maintained. Recommendation 4.2: The audit committee should be structured so that it: n n n consists only of non-executive directors consists of a majority of independent directors is chaired by an independent chair, who is not the chair of the board n has at least three members. Throughout the 2012 financial year, each Audit, Risk & Compliance Committee of the IFN Boards comprised only Non-Executive Directors, with a majority being Independent Directors. The Chair of the Committees, Ms Harris, was not the Chair of the IFN Boards. At the date of this report, each Committee comprises three Non-Executive Directors, with two being Independent Directors. The non-independent Director on the Committee is a nominee of a substantial securityholder. In the interests of a separation of roles and having regard to the size of the IFN Boards and to skills and experience, it was preferred to have a non-independent Director on the Committee than having the Board Chairman continue to serve on the Committee. Further, the IFN Boards assess Audit, Risk & Compliance Committee outcomes carefully to ensure that they are in the interest of the Infigen group as a whole, and as such no issues in that respect have arisen. There were seven formal Audit, Risk & Compliance Committee meetings held during the 2012 financial year. The attendance of Committee members at meetings is set out in the Directors’ Report. All Committee members possessed the requisite financial expertise and experience necessary to undertake the responsibilities of the Audit, Risk & Compliance Committees. All members have an understanding of the energy industry and extensive accounting/finance knowledge and experience. Further details of the experience and qualifications of each Committee member are set out in the Directors’ Report. Recommendation 4.3: The audit committee should have a formal charter. The IFN Boards have adopted a Charter for each of the Audit, Risk & Compliance Committees that sets out the role and responsibilities, composition, structure, membership requirements and other relevant procedures for the Committees. A summary of the Charter is available in the Corporate Governance section on Infigen’s website. The Committees meet periodically and report to the IFN Boards following each Committee meeting, including in respect of recommendations of the Committees that require IFN Board consideration. AUDIT GOVERNANCE Infigen’s external auditor is pricewaterhouseCoopers, appointed by securityholders at the 2006 Annual General Meeting. The IFN Boards have a policy whereby the responsibilities of each of the lead audit engagement partner and review audit partner cannot be performed by the same people for a period in excess of five consecutive years. The present pricewaterhouseCoopers lead audit engagement partner for the 2012 financial year was Darren Ross and the current audit review partner is Michael o’Donnell. The external auditor routinely attends Audit, Risk & Compliance Committee meetings. periodically, the Committees meet with the external auditor without management being present, and the Committees also meet with management without the external auditor being present. The Chair of the Committee liaises with the auditor outside formal meetings, as necessary. Committee members are able to contact the external auditor directly at any time. Certification and discussions with the external auditor on independence The Audit, Risk & Compliance Committees require that the external auditor confirm each half year that it has maintained its independence and has complied with applicable independence standards. The Committees annually review the independence of the external auditor and at least confirm this assessment with the IFN Boards. A copy of the external auditor’s annual certification of independence is set out in the Annual Report. Restrictions on non-audit services by the external auditor The external auditor is not permitted to carry out certain types of non-audit services for Infigen, including: n bookkeeping or other services relating to the accounting records or financial statements; appraisal or valuation services; secondments to management positions; internal audit of financial controls; internal control design or implementation; implementation or design of financial information systems or other information technology systems; legal or litigation support services; and strategic or structural tax planning. n n n n n n n InfIgen energy AnnuAl report 2012 CoRpoRATE GoVERNANCE STATEMENT 39 For all other non-audit services, any use of the external audit firm must be pre-approved by the Audit, Risk & Compliance Committees, or by delegated authority to a sub-committee consisting of one or more members of the Committee, where appropriate. The breakdown of the aggregate fees invoiced by the external auditor in respect of each of the two most recent financial years for audit and other services is provided in Note 9 accompanying the Financial Statements in the Annual Report. aSX Principle 5: make timely and balanced disclosure companies should promote timely and balanced disclosure of all material matters concerning the company. CONTINUOUS DISCLOSURE POLICY Recommendation 5.1: companies should establish written policies designed to ensure compliance with aSX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. Infigen has adopted a Continuous Disclosure policy which is periodically reviewed. That policy aims to ensure that all securityholders and potential investors have equal and timely access to material information concerning Infigen unless it falls within the scope of the exemptions contained in Listing Rule 3.1A. A Disclosure Committee comprised of the CEo and other senior managers operates pursuant to the Continuous Disclosure policy. In addition, the IFN Boards are actively and frequently involved in discussing disclosure obligations and reviewing disclosure material in respect of significant Infigen matters. Each Board meeting includes explicit consideration of any potentially disclosable information. The Company Secretary is primarily responsible for communications with the ASX and for overseeing and maintaining the Continuous Disclosure policy. The policy sets out the respective responsibilities for reviewing information that is or may be material, making disclosures to the ASX and issuing media releases and other written public statements on behalf of Infigen. From time to time Infigen conducts analyst and investor briefings and in these situations the following protocols apply: n no price sensitive information will be disclosed at those briefings unless it has been previously, or is simultaneously, released to the market; n questions at these briefings that relate to price sensitive information not previously disclosed will not be answered other than through an appropriate ASX/market announcement; and n if any price sensitive information is inadvertently disclosed, it will be immediately released to the ASX/market and placed on Infigen’s website. A summary of the Continuous Disclosure policy is available in the Corporate Governance section on Infigen’s website. aSX Principle 6: Respect the rights of shareholders companies should respect the rights of shareholders and facilitate the effective exercise of those rights. COMMUNICATIONS WITH SHAREHOLDERS Recommendation 6.1: companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy. Infigen has a formal Communications policy that aims to promote effective communication with all stakeholders. A summary of the policy is available in the Corporate Governance section on Infigen’s website. An extensive program of information is made available to securityholders and potential investors throughout the year, including via ASX/market releases, direct mailing, electronic alerts, briefings, presentations and via Infigen’s website. Consistent with Infigen’s Continuous Disclosure policy, Infigen is committed to communicating with its securityholders effectively and promptly to provide ready access to information relating to Infigen. Infigen’s website (www.infigenenergy.com) provides access to information for securityholders and other potential investors, including: n n n the Board, management and corporate governance framework and policies; the portfolio of operating assets and development pipeline; copies of all market announcements and media releases from Infigen; n Annual Reports, other half and full year financial reporting, and relevant investor information regarding distributions and taxation; n n n information regarding sustainability and renewable energy, including our commitment to safety, the environment and the communities in which we participate; a link to the website of Infigen’s security registry, Link Market Services Limited; and a subscriber facility where participants receive updated information alerts regarding Infigen. Infigen encourages securityholders to utilise its website as their primary tool to access securityholder information and disclosures. In addition, the Annual Report facilitates the provision to securityholders of detailed information in respect of the major achievements, financial results and strategic direction of Infigen. Advance notice of significant group briefings and details regarding the various methods to access and participate in these briefings are circulated broadly. Records are kept in relation to investor and analyst briefings. Securityholders are encouraged to attend and participate in general meetings of Infigen, particularly the Annual General Meeting. Infigen provides securityholders with details of proposed meetings and meeting materials well in advance of the relevant dates. Infigen’s external auditor attends the Annual General Meeting and is available to answer securityholder questions regarding the conduct of the external audit and the preparation and content of the auditor’s report. This allows securityholders an opportunity to ask questions of the auditor and reinforces the auditor’s accountability to securityholders. 40 Corporate GoVerNaNCe StateMeNt continued aSX Principle 7: Recognise and manage risk companies should establish a sound system of risk oversight and management and internal control. Recommendation 7.1: companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. Infigen has adopted a Risk Management policy consistent with International Standard ISo 31000. Infigen is committed to ensuring that its system of risk oversight, management and internal control is consistent with its business strategy and sound commercial practice. Infigen aims to ensure its culture and processes facilitate realisation of Infigen’s business objectives in tandem with appropriate identification and management of business risks. In relation to occupational health and safety risks, Infigen has established regional safety and sustainability committees to ensure implementation of appropriate safety procedures and a system of ongoing environmental and safety improvement programs. In particular, the IFN Boards and management aim to promote an internal culture whereby the health and safety of employees, contractors and visitors to Infigen offices and asset sites is paramount. The IFN Boards are ultimately responsible for overseeing and managing the material risks of Infigen. The Audit, Risk & Compliance Committees assist the Boards in this role. In accordance with their Charters, the role of the Audit, Risk & Compliance Committees includes reviewing the system for identifying, managing and monitoring the key risks of Infigen and obtaining reports from the Risk Manager and other senior managers regarding the status of any key risk exposures or incidents. This enables the Committees to ensure the IFN Boards are informed of all material business risks. The Audit, Risk & Compliance Committees have also implemented a robust internal audit program. A summary of Infigen’s Risk Management policy is available on Infigen’s website. Recommendation 7.2: The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. Infigen’s Risk Manager is responsible for the ongoing development and maintenance of an Enterprise Risk Management (ERM) framework consistent with International Standard ISo 31000. The Audit, Risk & Compliance Committees receive routine and exception reports on material business risks. The Risk Management policy and ERM framework define the processes and responsibilities for managing business risks. As part of the ERM framework, all senior managers prepare and maintain functional risk registers. A principal aim of the ERM framework is to engage management to accept direct accountability for the identification and management of the business risks and the corresponding internal controls within their areas of responsibility. Senior managers regularly monitor the effectiveness of the controls implemented to manage the business risks identified. To ensure ongoing promotion of an ERM focused culture within Infigen, an Enterprise Risk Management Committee was established during the 2012 financial year. This Committee meets more regularly than the Audit, Risk & Compliance Committee and assesses Infigen’s material risks at an enterprise level as well as conducting regular reviews of risk management policies, registers and procedures. The material risks for Infigen’s business, including operational, financial and strategic risks, are identified within the over- arching Top Risks register for the group. This Top Risks register is populated by an assessment of the business risks identified within the functional risk registers, project specific registers (eg. construction projects) and site specific risk registers for operating assets. These material business risks are actively monitored and managed. In consultation with relevant functional managers, the Top Risks register is updated by the Risk Manager and reviewed by the Enterprise Risk Management Committee at each meeting. The updated risk register is subsequently reported to and reviewed by the Audit, Risk & Compliance Committees. This process involves confirmation of the effectiveness of Infigen’s management of its material business risks. InfIgen energy AnnuAl report 2012 CoRpoRATE GoVERNANCE STATEMENT 41 INTERNAL AUDIT The IFN Boards have overall responsibility for Infigen’s systems of internal control, supported by the Audit, Risk & Compliance Committees and management. The IFN Boards and Committees are assisted by Infigen’s Internal Audit function in assessing the adequacy of the internal control system. The Audit, Risk & Compliance Committees have adopted a Charter for the Internal Audit function. on an annual basis, and following a risk-based assessment of the group, the Internal Audit Manager prepares and presents an Internal Audit plan to the Audit, Risk & Compliance Committees. The annual Internal Audit plan aims to review the adequacy and effectiveness of the relevant internal control systems identified in the plan. Following completion of each Internal Audit review undertaken throughout the year, the Internal Audit Manager presents a report of the findings and recommendations at the subsequent meeting of the Audit, Risk & Compliance Committees. The Internal Audit Manager regularly liaises with the external auditor and also provides copies of Internal Audit reports to the external auditor. Recommendation 7.3: The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295a of the corporations act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. The CEo and CFo have provided written assurance to the IFN Boards that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks during the 2012 financial year. The written assurance is based on senior management reviews and sign-off, as well as enquiry by the CEo and CFo as appropriate. aSX Principle 8: Remunerate fairly and responsibly companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear. Information regarding the policies and principles which are applied to determine the nature and amount of remuneration paid to the Directors and management of Infigen are set out in detail in the Remuneration Report. REMUNERATION COMMITTEE Recommendation 8.1: The Board should establish a remuneration committee. The IEL Board has established a Nomination & Remuneration Committee. The Committee met six times throughout the 2012 financial year. The members of the Nomination & Remuneration Committee and their attendance at Committee meetings are listed in the Directors’ Report. The IEL Board has adopted a Charter for the Nomination & Remuneration Committee that sets out the Committee’s roles and responsibilities, composition, membership requirements and operational procedures. A summary of the Charter is available on Infigen’s website. Further information regarding the responsibilities of the Committee is outlined in the response to Recommendation 2.4. Recommendation 8.2: The remuneration committee should be structured so that it: n n consists of a majority of independent directors is chaired by an independent chair n has at least three members. Throughout the 2012 financial year, the IEL Nomination & Remuneration Committee was composed solely of Independent Directors and was chaired by an Independent Director. From 1 July 2011 to 3 August 2011, the Committee only had two members. on 4 August 2011, a further Independent Director was appointed to the Committee such that the Committee was composed of three Independent Directors for the remainder of the financial year. Recommendation 8.3: companies should clearly distinguish the structure of non-Executive directors’ remuneration from that of Executive directors and senior executives. The remuneration structure and amounts paid to Non-Executive Directors, the Managing Director and senior executives for the 2012 financial year are set out in detail in the Remuneration Report. Non-Executive Directors are not provided with retirement benefits, other than statutory superannuation, and do not receive options or other equity incentives or bonus payments. The Securities Trading policy prohibits employees trading in IFN securities so as to limit the economic risk of an employee’s holding of vested or unvested IFN securities, options over IFN securities, or performance rights associated with IFN securities. 42 DireCtorS’ report In respect of the year ended 30 June 2012, the Directors submit the following report for the Infigen Energy group (Infigen). DIRECTORS The following people were Directors of Infigen Energy Limited (IEL), Infigen Energy (Bermuda) Limited (IEBL) and Infigen Energy RE Limited (IERL) in its capacity as responsible entity of the Infigen Energy Trust (IET), during the whole of the financial year and up to the date of this report: n Michael Hutchinson n philip Green n Fiona Harris n Miles George Ross Rolfe Ao was appointed as a Director of IEL, IEBL and IERL on 9 September 2011 and continues as a Director as at the date of this report. Douglas Clemson retired as a Director of IEL, IEBL and IERL on 11 November 2011. FURTHER INFORMATION ON DIRECTORS The particulars of the Directors of Infigen at or since the end of the financial year and up to the date of the Directors’ Report are set out below. name Particulars michael hutchinson non-Executive chairman of IEL, IEBL and IERL Appointed to IEL, IEBL and IERL on 18 June 2009 Chairman of the Nomination & Remuneration Committee Mike was appointed an independent non-executive director of Infigen Energy in June 2009 and subsequently elected Chairman in November 2010. He is Chairman of the Nomination & Remuneration Committee. Mike was formerly an international transport engineering consultant and has extensive experience in the transport and communications sectors, including as a senior official with the Australian Government. Mike is currently an independent non-executive director of the Australian Infrastructure Fund Ltd. Mike has previously been an independent non-executive director of EpIC Energy Holdings Ltd, Hastings Funds Management Ltd, Westpac Funds Management Ltd, pacific Hydro Ltd, oTC Ltd, HiTech Group Australia Ltd, the Australian postal Corporation and the Australian Graduate School of Management Ltd. Philip green non-Executive director of IEL, IEBL and IERL Appointed to IEL, IEBL and IERL on 18 November 2010 Member of the Audit, Risk & Compliance Committee fiona harris non-Executive director of IEL, IEBL and IERL Appointed to IEL, IEBL and IERL on 21 June 2011 Chairman of the Audit, Risk & Compliance Committee Member of the Nomination & Remuneration Committee philip was appointed a non-executive director of Infigen Energy in November 2010. He is a member of the Audit, Risk & Compliance Committee. philip is a partner of The Children’s Investment Fund Management (UK) LLp (TCI), a substantial securityholder of Infigen Energy. philip joined TCI in 2007 and his responsibilities include TCI’s global utility, renewable energy and infrastructure investments. prior to joining TCI, philip led European Utilities equity research at Goldman Sachs, Merrill Lynch and Lehman Brothers over a 12 year period. philip is a UK Chartered Accountant (ACA) and has a Bachelor of Science (Hons) in Geotechnical Engineering. Fiona was appointed an independent non-executive director of Infigen Energy in June 2011. Fiona is Chairman of the Audit, Risk & Compliance Committee and also a member of the Nomination & Remuneration Committee. Fiona is Chairman of Barrington Consulting Group and was previously a National Director of the Australian Institute of Company Directors. For the past seventeen years she has been a professional non-executive director. Fiona is currently a Director of Altona Mining Limited, Aurora oil & Gas Limited and Sundance Resources Limited. Within the last three years Fiona has been a Director of listed companies Territory Resources Limited and Vulcan Resources Limited. Fiona holds a Bachelor of Commerce degree and is a Fellow of the Institute of Chartered Accountants in Australia and the Australian Institute of Company Directors. InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 43 name Particulars Ross Rolfe ao non-Executive director of IEL, IEBL and IERL Appointed to IEL, IEBL and IERL on 9 September 2011 Member of the Audit, Risk & Compliance Committee Member of the Nomination & Remuneration Committee Ross was appointed an independent non-executive director of Infigen Energy in September 2011. Ross is a member of the Audit, Risk & Compliance Committee and the Nomination & Remuneration Committee. Ross is currently Chairman of WDS Limited and CS Energy Limited. Ross is the Deputy Chair of the Finance Committee of Infrastructure Australia and he is also a member of the Commonwealth Government’s Energy White paper Reference Group. Ross has broad experience in the Australian energy and infrastructure sectors in senior management, government and strategic roles. Ross has previously been Managing Director of Alinta Energy Limited as well as a Director of Thiess pty Ltd, Infrastructure Australia, Infrastructure partnerships Australia, Queensland Manufacturing Institute, Construction Queensland, Queensland Low Emissions Technology Centre, Emu Downs Wind Farm, Queensland Resources Council and Southbank Corporation. Ross previously held the position of Co-ordinator General in Queensland and the positions of Director General in the Queensland Department of the premier and Cabinet, Department of State Development and Department of Environment & Heritage. Ross was also previously the Chief Executive officer of Stanwell Corporation. miles george Executive director of IEL, IEBL and IERL Appointed to IEL, IEBL and IERL on 1 January 2009 Miles is the Managing Director of Infigen Energy, having previously been the Chief Executive officer since 2007. Miles has over 20 years experience in the infrastructure and energy sectors, and in particular renewable energy development and investment. Since 2000 Miles has been involved in development and investment in wind energy projects in Australia, including a key role in the development of Infigen’s first wind farm at Lake Bonney in South Australia. Miles jointly led the team which established the business now known as Infigen Energy in 2003. Subsequently he jointly led the team which structured and implemented the Initial public offer and listing of Infigen’s business on the ASX in 2005. Following listing, Miles continued to work on the development and financing of Infigen’s wind farm investments in Australia, the US and Europe. He was subsequently appointed as Chief Executive in 2007 and Managing Director in 2009. Miles holds degrees of Bachelor of Engineering and Master of Business Administration (Distinction) from the University of Melbourne. DIRECTORS’ INTERESTS IN IFN STAPLED SECURITIES one share in each of IEL and IEBL and one unit in IET have been stapled together to form a single stapled security, tradable on the Australian Securities Exchange under the ‘IFN’ code. IERL is the Responsible Entity of IET. The table below lists the current and former Directors of IEL, IEBL and IERL during the financial year as well as showing the relevant interests of those Directors in IFN stapled securities during the financial year. Role Balance 1 July 2011 acquired during the year Sold during the year Balance 30 June 2012 Ifn STaPLEd SEcuRITIES hELd1 current directors M Hutchinson Independent Chairman p Green2 F Harris R Rolfe3 Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director 0 0 0 n/a 110,000 0 100,000 0 M George Executive Director 500,000 150,000 former director D Clemson4 Independent Non-Executive Director 140,000 0 0 0 0 0 0 0 110,000 0 100,000 0 650,000 n/a 1 If the person was not a Director for the whole period, movements in securities held relates to the period whilst the person was a Director. 2 p Green is a partner of The Children’s Investment Fund Management (UK) LLp which has a substantial shareholding of IFN securities. Mr Green has advised Infigen that he does not have a relevant interest in those IFN securities. 3 R Rolfe was appointed a Director of IEL, IEBL and IERL on 9 September 2011. 4 D Clemson retired as a Director of IEL, IEBL and IERL on 11 November 2011. 44 DireCtorS’ report continued DIRECTORS’ MEETINGS The number of Infigen Board meetings and meetings of standing Committees established by the Infigen Boards held during the year ended 30 June 2012, and the number of meetings attended by each Director, are set out below. BoaRd mEETIngS commITTEE mEETIngS IEL IEBL IERL audit, Risk & compliance IEL nomination & Remuneration a B a B a B a B a B current directors M Hutchinson p Green F Harris R Rolfe M George former director D Clemson 15 15 15 13 15 5 15 15 15 13 15 5 12 12 12 10 12 4 12 12 12 10 12 4 12 12 11 9 11 4 12 12 12 10 12 4 4 7 7 3 5 7 7 4 n/a n/a 6 n/a 5 2 n/a 6 n/a 5 3 n/a 3 3 3 3 A = Number of meetings attended. B = Number of meetings held during the time the Director held office or was a member of the committee during the year. Additional meetings of committees of Directors were held during the year, but these are not included in the above table, for example where the Boards delegated authority to a committee of Directors to approve specific matters or documentation on behalf of the Boards. COMPANY SECRETARIES The names and particulars of the Company Secretaries of Infigen at or since the end of the financial year are set out below. name Particulars david Richardson company Secretary of IEL, IEBL and IERL Appointed 26 October 2005 catherine gunning alternate company Secretary of IEL, IEBL and IERL Appointed 18 June 2009 David is the Company Secretary of Infigen Energy and is responsible for the company secretarial, risk management, insurances, corporate compliance and internal audit functions. David joined Infigen Energy as Company Secretary in 2005. David was previously a Company Secretary within the AMp Group, including AMp Capital Investors, Financial Services and Insurance divisions, as well as prior financial services sector and regulator positions. David holds a Diploma of Law, Bachelor of Economics and a Graduate Diploma in Company Secretarial practice. David is a Member of Chartered Secretaries Australia. Catherine is a Senior Corporate Counsel within Infigen Energy. prior to joining Infigen in December 2005, Catherine was a Senior Associate in the Corporate & Commercial Department at Allens Arthur Robinson. Catherine also worked in London for private equity house NatWest Equity partners (now Bridgepoint Capital Limited). Catherine has a Bachelor of Economics and a Bachelor of Laws, a Graduate Diploma in Applied Finance and Investment and is admitted as a legal practitioner of the Supreme Court of New South Wales. PRINCIPAL ACTIVITIES Infigen Energy is a specialist renewable energy business that develops, constructs, owns and operates energy generation assets. Infigen currently has interests in 24 operating wind farms and a pipeline of renewable energy developments in Australia and the United States. With a total installed capacity in excess of 1,600 MW (on an equity interest basis), the business currently generates over 4,200 GWh of renewable energy per year. Infigen has six wind farms in Australia with a total installed capacity of 557 MW. Infigen’s US business comprises 18 wind farms with a total installed capacity of 1,089 MW (on an equity interest basis) and includes an asset management business, Infigen Asset Management. DISTRIBUTIONS on 14 June 2011, Infigen advised that no FY11 final distribution would be paid and distributions would be suspended for FY12 and FY13. This initiative aims to maximise the capital available to Infigen to repay debt and fund future opportunities. Further details regarding distributions are set out in Note 24 to the Financial Statements. InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 45 REVIEW OF OPERATIONS Revenue and result During the year ended 30 June 2012, Infigen recorded revenues from continuing operations of $283.5 million compared with $285.3 million in FY11, representing a decrease of approximately 1%. The revenue outcome for the US business was in line with expectations, whilst the outcome for the Australian business was better than expected in the second half. Infigen recorded a net loss for FY12 of $55.9 million compared to a net loss for FY11 of $61.0 million. uS Business Infigen has an operating capacity of 1,089 MW (on an equity interest basis) in the US comprising 18 wind farms. of those, 15 have power purchase Agreements (ppAs) in place that account for 913 MW of the operating capacity, with one (4 MW of capacity) generating revenue both through a ppA and on a merchant basis. The three remaining US wind farms (174 MW) operate purely on a merchant basis. A key achievement throughout FY12 has been a focus on establishing a culture where safety is our first priority and a core value, which has resulted in a reduction in the total recordable incident frequency rate for employees and contractors. In relation to operations and maintenance, during the year five sites utilising Gamesa turbines were transitioned in-house to Infigen Asset Management. For a further five sites extended warranty, service and maintenance agreements were executed with Mitsubishi for the period to 30 March 2017, covering 39% of Infigen’s US wind farms. Supply chain management continues to receive greater attention as Infigen positions itself to capture the benefits of direct sourcing of components in a more competitive supply environment, as well as new procurement systems to optimise inventory levels. Infigen established renewable energy development activities in the US through securing a team of experienced development professionals and commencing the development of multiple solar and wind project opportunities. A Joint Development Agreement was executed with pioneer Green Energy to further develop approximately 300 MW of solar energy projects located in California, Arizona and Texas. australian Business Infigen has an operating capacity of 557 MW in Australia comprising six wind farms, namely the 89.1 MW Alinta wind farm in WA, the three Lake Bonney wind farms in SA with capacities of 80.5 MW, 159 MW and 39 MW respectively, and the 140.7 MW Capital and 48.3 MW Woodlawn wind farms in NSW. Infigen holds a 100% equity interest in each of its Australian wind farms. A highlight of FY12 was the commissioning of the Woodlawn wind farm on time and on budget. of Infigen’s six operational wind farms in Australia, 55% of annual p50 production is currently contracted under medium and long term ppAs. one of these off-take agreements (a long term retail supply agreement) involves the majority of the capacity of the Capital wind farm being contracted to meet the energy demands of the Sydney Desalination plant. A focus on a culture of safety in Australia also resulted in a reduction in the total recordable incident frequency rate throughout the year. The transition of the Australian business into a post-warranty operating environment continues. The Australian business now directly manages the reliability of plant through predictive and preventative maintenance strategies, optimal scheduling of maintenance activities, and efficient supply chain management. The business continues to invest in people and system capabilities to manage these functions through a 24x7 operations Control Centre, energy markets risk management systems, and asset management and maintenance systems. In conjunction with this in-house expertise, Infigen executed service and availability agreements with Vestas in FY12 covering approximately two-thirds of Infigen’s Australian wind farms until 31 December 2017. During the year the development team continued to advance the most prospective projects in the Australian wind and solar development pipeline. Work progressed towards a construction ready status in anticipation of improved market and investment conditions, as well as to sustain the option value of the development pipeline. Local Government planning approval was received for the Capital 2 and Woakwine wind farms. Development Applications for the Bodangora, Forsayth, Flyers Creek and Cherry Tree wind farms were all placed on public exhibition. In addition, a Development Application for the 1 MW Capital East Solar Farm comprising a solar pV and energy storage facility was lodged. A further review of the operations of Infigen and the results of those operations for the year ended 30 June 2012 is included in the attached Financial Statements and accompanying Notes. CHANGES IN STATE OF AFFAIRS on 17 october 2011, practical Completion occurred at Infigen’s sixth wind farm in Australia, the 48.3 MW Woodlawn wind farm in New South Wales comprising 23 turbines. on 14 February 2012, Infigen entered into a Joint Development Agreement with pioneer Green Energy in the United States to further develop approximately 300 MW of solar energy projects located in California, Arizona and Texas. other changes in the state of affairs of the consolidated entity are referred to in the Financial Statements and accompanying Notes. SUBSEqUENT EVENTS Since the end of the financial year, there have not been any transactions or events of a material or unusual nature likely to affect significantly the operations or affairs of Infigen in future financial periods. 46 DireCtorS’ report continued FUTURE DEVELOPMENTS Infigen begins the 2013 financial year (FY13) with the ongoing focus on continuous improvement in operational performance and building on the FY12 solid operating cash flow performance. In FY13, production in the US and Australia is expected to improve through a full year contribution from the Woodlawn wind farm in Australia, and a general improvement in wind conditions. The US assets remain highly contracted and unlikely to experience any material deterioration in revenues as a result of continued low wholesale electricity prices. Infigen’s Australian merchant assets will benefit from the introduction of a price on carbon that has increased wholesale electricity prices since the commencement of FY13. Large-scale Generation Certificate prices are expected to remain stable. Wind farm costs are forecast to be in the US$74 million to US$79 million range in the US and $34 million to $37 million range in Australia. The US and Australian businesses will benefit from reduced component risk and volatility in costs following the post-warranty agreements executed in FY12. Energy Markets costs in Australia and Infigen Asset Management costs in the US are expected to be around the same as FY12, subject to a similar level of activity. Subject to these operating conditions prevailing, the amount of surplus cash flow from operations available to amortise debt under the Global Facility during FY13 is expected to be approximately $55 million. Following feedback from market participants, Infigen will no longer provide annual production and revenue guidance but will instead publish unaudited production and revenue outcomes each quarter. This information, with prior corresponding period comparisons, is proposed to be lodged with the Australian Securities Exchange on or around the last trading day of the month following the end of each quarter. ENVIRONMENTAL REGULATIONS To the best of the Directors’ knowledge, Infigen has complied with all significant environmental regulations applicable to its operations. INDEMNIFICATION AND INSURANCE OF OFFICERS Infigen has agreed to indemnify all Directors and officers against losses incurred in their role as Director, Alternate Director, Secretary, Executive or other employee of Infigen or its subsidiaries, subject to certain exclusions, including to the extent that such indemnity is prohibited by the Corporations Act 2001 or any other applicable law. Infigen will meet the full amount of any such liabilities, costs and expenses (including legal fees). Infigen has not been advised of any claims under any of the above indemnities. During the financial year Infigen paid insurance premiums for a Directors’ and officers’ liability insurance contract which provides cover for the current and former Directors, Alternate Directors, Secretaries and Executive officers of Infigen and its subsidiaries. The Directors have not included details of the nature of the liabilities covered in this contract or the amount of the premium paid, as disclosure is prohibited under the terms of the contract. PROCEEDINGS ON BEHALF OF INFIGEN No person has applied for leave of the Court to bring proceedings on behalf of Infigen, or to intervene in any proceedings to which Infigen is a party, for the purpose of taking responsibility on behalf of Infigen for all or part of those proceedings. Infigen was not a party to any such proceedings during the year. FORMER PARTNERS OF THE AUDIT FIRM No current Directors or officers of Infigen have been partners of pricewaterhouseCoopers at a time when that firm has been the auditor of Infigen. NON-AUDIT SERVICES Based on written advice of the Audit, Risk & Compliance Committee, the Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 9 to the Financial Statements. AUDITOR’S INDEPENDENCE DECLARATION Infigen’s auditor has provided a written declaration under section 307C of the Corporations Act 2001 that to the best of its knowledge and belief, there have been no contraventions of: n n the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and the applicable Australian code of professional conduct in relation to the audit. The auditor’s independence declaration is attached to this Directors’ Report. ROUNDING IEL is a company of the kind referred to in ASIC Class order 98/0100, dated 10 July 1998, and in accordance with that Class order, amounts in the Directors’ Report and the Financial Report are rounded to the nearest thousand dollars, unless otherwise indicated. InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 47 REMUNERATION REPORT dear Securityholder, We are pleased to present the 2012 Remuneration Report. There have been no further changes to remuneration policy since those that were announced last year. We have implemented the policy changes announced last year, whereby short term incentive (STI) payments would be partially deferred, with the deferred element settled in securities rather than cash. There was some rebalancing between short and long term incentive components of “at risk” remuneration. For the two most senior executives, 60% of STI payments will now be deferred for 12 months. For others deferral was settled at 50% of amounts in excess of a threshold. We considered whether to make further changes to aspects of equity-settled at-risk remuneration, including further reviewing the criteria for long term incentives (LTIs), holding requirements, and provision for clawback in the event of adverse developments. These matters will be revisited once the Government’s announced intention of further legislative measures affecting clawback are able to be assessed. As a consequence of the Company’s recent long-term performance, the testing of prior year equity-settled long term incentive payments has again led to all maturing grants lapsing without vesting. The necessary hurdles were not met. Because your Company’s short-term financial performance is very dependent on annual variation in wind resource and wholesale market prices for electricity and large-scale generation certificates, it is not appropriate to link “at risk” remuneration simply to short term financial performance. As set out in the detailed report, we link short term incentive payments to identified initiatives or goals (KpIs) that focus on matters within management control or influence and that are designed to create long term value effects. Allowance is also made for material achievements that were not anticipated in the KpIs. The nature of those KpIs is such that a high level of disclosure could adversely affect your Company’s interests, partly because of the need to manage the roles of commercial third parties in meeting various KpIs. Generally, the measures relate to the control of costs, the management of debt, including covenant margins, reducing revenue volatility and developing and sustaining a safe, committed and effective workforce. STI payments awarded for performance in 2011-12 included, for example, recognition of the value to Infigen of the improved long term certainty in future wind farm operating costs provided for in the contracts with Vestas and Mitsubishi that were developed and announced during the year. The continuing successful management of the company’s debt compliance was recognised, as were a number of measures that improved expected revenue stability in FY12 and future years. In recognition of the continued short term weakness in the Company’s performance, the aggregate STI payment pool was capped at 60% of the maximum amount payable, a further reduction from the level of 62% the previous year. This capping involved scaling back the amounts of STI payable based on individual assessments against key performance indicators. Further progress has been made in increasing the stringency of specifying KpIs and assessing performance against results. Continued remuneration restraint has led to modest increases for FY12, including a 2.9% increase for the CEo. The Board appreciates the loyalty and forbearance of all staff in this respect. Non-Executive Directors’ fees have been reviewed and no increases have resulted. Reflecting the market practice it was decided to roll the Chairman’s base and committee fees into a single fee effective 1 January 2012. We hope you find this year’s Report to be useful. As always, we welcome feedback on ways to clarify and improve the information provided. Yours faithfully michael hutchinson chairman nomination & Remuneration committee 48 DireCtorS’ report continued Remuneration Report – Executive Summary The Nomination & Remuneration Committee has: n reviewed executive and senior management salaries and introduced concepts of ‘Total Employment Cost’ for determining executive remuneration; n monitored performance and the alignment of KpIs to short term business objectives and priorities; n reviewed director remuneration; n determined KpIs for FY13; n reviewed the leadership structure and succession plans; n updated executive employment contracts; and n amended the Equity plan rules as approved at the last AGM. Significant matters to note for director, executive and senior management FY12 remuneration are: n remuneration of most Executive KMp was increased during the year by a modest amount; n no increase in fees was paid to Non-Executive Directors; n the Chairman’s fees were rolled into a single fee; n no LTIs vested; and n 50-60% of the executive and senior management STI was deferred for a further 12 months. Remuneration framework Infigen’s remuneration framework aims to ensure remuneration: n n n n n n is commensurate with an individual’s contribution, position and responsibilities; is fair and reasonable relative to market benchmarks; is linked with Infigen’s strategic goals and business performance; rewards those employees who deliver consistently high performance; attracts and retains high performing individuals; and is aligned with the interests of securityholders. InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 49 A. REMUNERATION OF NON-EXECUTIVE DIRECTORS Non-Executive Director fees are determined by the Infigen Boards within the aggregate amount approved by securityholders. The approved aggregate fee pool for IEL and IEBL is $1,000,000. The fee paid to Directors varies with individual board and committee responsibilities. Non-Executive Director fees are reviewed periodically. Fees were not adjusted during the year. Non-Executive Directors receive a cash fee for service inclusive of statutory superannuation. Non-Executive Directors do not receive any performance-based remuneration or retirement benefits. Board/committee fees Aggregate annual fees payable to Non-Executive Directors during the year ended 30 June 2012 are set out below. Board/committee Infigen Boards Infigen Audit, Risk & Compliance Committees IEL Nomination & Remuneration Committee Role Chairman Non-Executive Director Chairman Member Chairman1 Member 1 The present Chairman is also the Chairman of the Board and does not receive this fee. fee (pa) $225,000 $125,000 $18,000 $9,000 $12,000 $6,000 Remuneration of non-Executive directors for the years ended 30 June 2011 and 30 June 2012 The nature and amount of each element of fee payments to each Non-Executive Director of Infigen for the years ended 30 June 2011 and 30 June 2012 are set out in the table below. non-Executive directors M Hutchinson p Green1 F Harris R Rolfe2 Retired D Clemson3 Total Remuneration Short-term benefits Post-employment benefits fees ($) Superannuation ($) 209,225 179,969 – – 137,045 3,783 102,310 – 49,743 136,697 498,323 320,449 15,775 13,865 – – 12,313 340 9,305 – 4,477 12,303 41,870 26,508 year FY12 FY11 FY12 FY11 FY12 FY11 FY12 FY11 FY12 FY11 fy12 fy11 Total ($) 225,000 193,834 – – 149,358 4,123 111,615 – 54,220 149,000 540,193 346,957 1 p Green was appointed as a Non-Executive Director of Infigen Energy Limited (IEL), Infigen Energy (Bermuda) Limited (IEBL) and Infigen Energy RE Limited (IERL) on 18 November 2010. Mr Green is a partner of The Children’s Investment Fund Management LLp which is a substantial shareholder of the Infigen group. Throughout FY12 Mr Green elected to receive no Director fees. 2 R Rolfe was appointed as a Non-Executive Director of IEL, IEBL and IERL on 9 September 2011. 3 D Clemson retired as a Non-Executive Director of IEL, IEBL and IERL on 11 November 2011. 50 DireCtorS’ report continued B. REMUNERATION OF SENIOR MANAGEMENT The remuneration framework for the management team (including Executive KMp) comprises three components: n n n fixed pay; a short term incentive, which is payment linked to achieving specified performance measured over a 12 month period; and a long term incentive, which is payment linked to meeting specified performance hurdles over a 3 or 4 year period. Total Employment Cost (TEC) is benchmarked against industry peers within utilities, generation and infrastructure. Factors taken into consideration to determine relativity included total asset value. Market levels of remuneration are monitored on an annual basis, but there is no requirement or expectation that any adjustments will be made. During FY12 the Board redefined the three components of remuneration (fixed pay, STI and LTI) such that STI and LTI are no longer tied to the level of fixed pay. This will provide for increased flexibility in aligning future remuneration amendments with Group performance and challenges. The Board increased the FY12 STI opportunity as a once off to support the introduction of the STI deferral. As the deferred STI will be paid in securities, the Board is confident that the remuneration policy continues to provide an alignment with the security holder experience. fixed Pay Fixed pay is cash salary and benefits, including superannuation. Infigen does not presently offer remuneration packaging other than superannuation salary sacrifice. The temporary deferred pay was introduced in FY11 to either attract or retain specific personnel during a period of instability. It applied to some Executive KMp and senior managers. It did not apply to the Chief Executive officer (CEo) or Chief operating officer (Coo). The deferred cash payment vested in February 2012, with a further payment to two senior managers vesting in February 2013. The adjustments to fixed pay in FY12 were to recognise changed responsibilities and accountabilities for some senior managers and otherwise reflected a modest market rate adjustment. Short Term Incentives (STIs) The STI is an at-risk performance related component of remuneration. STIs are subject to the achievement of key performance indicators (KpIs). KpIs are set annually and reviewed during the year. KpIs are and aligned with overall strategy, budget, and individual objectives and accountabilities. KpIs for the CEo are determined by the Board. The Board determines the aggregate amount of STI payments, the amount of the CEo’s STI payment, and reviews proposed payments for Executive KMp. For all Executive KMp financial goal outcomes determine 60% of the maximum KpI assessment and typically relate to keeping within tight cost budgets. Strategic and operational outcomes determine 40% of the KpI assessment. An employee must meet a minimum performance standard before any STI is payable. Much of the short term business performance of the Group depends heavily upon variable external conditions. These include wind conditions, wholesale market prices for electricity and large-scale generation certificates, foreign exchange rates and interest rate movements. Therefore some KpIs are linked to short-term organisational process and systems improvements in order to reward success in creating the pre-conditions for long term value creation. The KpI’s for FY12 included, measures related to the control of costs, the management of debt, including covenant margins, reducing revenue volatility, enhancing the value of the development pipeline and developing and sustaining a committed and effective workforce. These KpIs sit alongside others that measure safety, budget achievement, project delivery, risk management and other strategic commercial activities to support long term value creation. Each KpI is individually weighted as a percentage of the total STI opportunity and contains an assessment criteria or hurdle. Any KpI hurdles associated with an item contained within the budget requires an achievement that is a stretch beyond budget. From FY12 and beyond a portion of the STI payments will be deferred for 12 months. The deferral will apply where individual amounts exceed a threshold (initially $50,000) and will be 50% of the STI amount, with the exception of the CEo and Coo whose FY12 STI deferred amount will be 60% of the STI. The deferred STI will be paid in IFN securities. payment of the deferred STI will be subject to continued employment and performance. The deferred payment will be forfeited if there is a materially adverse financial restatement. InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 51 Long Term Incentives (LTIs) Executive KMp and senior managers in positions that directly affect the long term value of Infigen securities are eligible for LTIs. LTIs are awarded as future rights to acquire IFN securities. The rights vest after 3 or 4 years, subject to performance hurdles. The Managing Director’s grant is subject to securityholder approval on award. The number of rights granted is based on the LTI value, divided by a reference price for IFN securities. This is the volume weighted average ASX market closing price in the last five trading days of the prior financial year. As in prior years, LTI grants comprise two equal tranches, each subject to a different performance test. Vesting of each tranche is contingent on achieving the relevant performance hurdle. The two performance hurdles are relative Total Shareholder Return (TSR) and a financial performance test. The financial performance test is a test of growth in the ratio of earnings before interest, taxes, depreciation and amortisation (EBITDA) to capital base. Tranche 1 Tranche 2 Performance Rights Relative TSR EBITDA/Capital Both hurdles are measured over a 3 year period. The performance period of the FY12 grant is 1 July 2011 to 30 June 2014. Any rights that do not vest after 3 years may vest after 4 years, subject to a further re-test, after which unvested rights will lapse. TSR performance condition: TSR measures the growth in the price of securities plus cash distributions notionally reinvested in securities. In order for any portion of the Tranche 1 performance rights to vest, the TSR of IFN must outperform that of the median company in the S&p/ASX 200 (excluding financial services and the materials/resources sector). Tranche 1 performance rights will vest progressively as follows: Infigen Energy’s TSR performance compared to the relevant peer group fy09-11 grants Percentage of Tranche 1 Performance Rights that vest fy12 grant Percentage of Tranche 1 Performance Rights that vest Nil Nil 0 to 49th percentile 50th percentile 51st to 75th percentile 50% -98% of the Tranche 1 performance Rights will vest (i.e. for every percentile increase between 50% and 74% an additional 2% of the Tranche 1 performance Rights will vest) 76th to 95th percentile 100% 25% of the Tranche 1 performance Rights will vest 27% – 75% (i.e. for every percentile increase between 51% and 75% an additional 2% of the Tranche 1 performance Rights will vest) 76.25% – 100% (i.e. for every percentile increase between 76% and 95% an additional 1.25% of the Tranche 1 performance Rights will vest) EBITda/capital Base performance condition: the annual target will be a specified percentage increase in the ratio over the year. The Capital Base will be measured as equity (net assets) plus net debt. Both the EBITDA and Capital Base will be measured on a proportionately consolidated basis to reflect IFN’s economic interest in all investments. The annual target for FY12 has been set to reflect the performance expectations of Infigen’s business and prevailing market conditions. The annual target for each subsequent financial year will be established by the Board no later than the time of the release of Infigen’s annual financial results for the preceding financial year. The prospective targets remain confidential to Infigen. However, each year’s target, and the performance against that target, will be disclosed retrospectively. 52 DireCtorS’ report continued The EBITDA/Capital Base performance condition rewards the management in sustaining and delivering capital efficiency performance over an extended period. Relevant metrics for the last three financial year periods are provided in the table below. Closing security price Revenue EBITDA Capital Base EBITDA to capital base Target 30 June 2010 30 June 2011 30 June 2012 (cents) (AUD’000) (AUD’000) (AUD’000) (%) (%) 0.715 263,848 149,125 1,917,251 7.78 19.22 0.35 267,579 145,569 1,589,945 9.16 11.29 0.225 266,577 140,513 1,468,845 8.48 9.26 As previously advised by the Directors of Infigen Energy, distributions have been suspended for the financial year ended 30 June 2012 and the financial year ending 2013. The Board decided that from FY12 it will amend the Tranche 2 vesting hurdle to provide for progressive vesting of rights over a performance range. Infigen Energy’s EBITda performance fy09-11 grants Percentage of Tranche 2 Performance Rights that vest fy12 grant Percentage of Tranche 2 Performance Rights that vest 0% < 90% Nil Nil 90% ≤ 110% of the cumulative target Cliff vesting at 100% (i.e. 100% will vest if the target achieved). 5% to 100% (i.e. for every 1% increase between 90 and 110% of target an additional 5% of the Tranche 2 performance Rights will vest). Equity Plan rules: performance rights and options are governed by the rules of the Equity plan that were approved by securityholders in 2009. They provide that the Board may exercise discretion to accelerate the vesting of any performance rights or options awarded in the FY12 grant in the event of a change in control of Infigen. In exercising its discretion the Board will have regard to performance and the nature of the relevant transaction. plan participants are prohibited from hedging their exposure to Infigen’s security price associated with the plan. If sufficient total rights were to be granted for their potential vesting to become material, relative to the 15% annual limit on the Board’s authority to place securities without securityholder approval, the Board would seek specific securityholder approval. Separation benefits The Board has decided to limit any future separation benefits to a maximum of 12 months fixed remuneration. Infigen Energy – Executive remuneration details In accordance with the Corporations Act 2001, the following persons were the Executive KMp of the Infigen Energy group during the financial year: M George G Dutaillis C Baveystock B Hopwood S Taylor S Wright C Carson Chief Executive officer Chief operating officer Chief Financial officer General Manager Corporate Finance Group General Manager Australia General Counsel CEo USA InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 53 TaBLE 1: cash based remuneration received by Executive KmP The following table summarises the cash based and at-risk remuneration Executive KMp received in FY12. The only cash remuneration received in FY12 was in the form of salary, superannuation, non-deferred STI and retention payments. cash Based Remuneration at-Risk Remuneration Retention ($) Super- annuation ($) Equity vested during the year ($) Total actual Remun- eration received ($) Executive M George G Dutaillis C Baveystock B Hopwood S Taylor S Wright C Carson1 year FY12 FY11 FY12 FY11 FY12 FY114 FY12 FY11 FY12 FY11 FY12 FY11 FY12 FY11 STI paid for the period ($) 158,175 180,000 89,096 100,000 63,750 35,000 58,615 67,000 64,178 – Salary ($) 569,300 550,000 370,000 370,000 315,000 186,154 315,000 288,800 331,000 – – – – – 78,750 – 150,000 – 50,000 – 15,755 15,199 15,755 15,199 15,755 13,733 15,755 15,199 15,755 282,733 59,899 128,750 15,755 – – 268,558 79,464 – – – – – – 4,043 – Equity granted in the year2 ($) Equity deferred STI3 ($) 158,634 458,045 80,129 225,968 237,262 – 133,644 – 53,600 63,750 – 53,600 66,815 53,600 – – – – – – 58,615 – 64,178 – 59,899 – 79,464 – – – – – – – – – – – – – – – 743,230 745,199 474,851 485,199 473,255 234,887 539,370 370,999 460,933 – 487,137 – 352,065 – 1 The remuneration reflects a conversion into $AUD using an average rate of $0.98. 2 This represents the total value of the equity granted prior to amortisation. 3 Subject to approval by Infigen Energy security holders being obtained (where required), the deferred STI payment will be awarded in the form of a grant of performance rights under the Infigen Energy Equity plan (“Equity plan”). The number of performance rights granted will be determined by dividing the deferred amount by the value of a performance right using the VWAp of Infigen Energy stapled securities in the five trading days up to 30 June 2012. Invitation letters will be issued in September 2012 for these grants. 4 C Baveystock commenced employment in December 2010 and became a KMp on 14 March 2011. 54 DireCtorS’ report continued TaBLE 2: Statutory Remuneration data of Executives for the years ended 30 June 2011 and 30 June 2012 The Statutory Remuneration Data table below shows accounting expensed amounts that reflect a portion of possible future remuneration arising from prior and current year LTI grants. Tranche 2 of the FY09 LTI grant expired in FY12 and therefore the statutory table includes a significant reversal of accruals. Total of short- term employee benefits $ 727,475 730,000 459,096 470,000 457,500 221,154 523,615 355,800 Short-term employee benefits STI paid in current period $ Retention Payment1 $ non monetary benefits $ Salary $ 569,300 158,175 550,000 180,000 370,000 89,096 370,000 100,000 – – – – 315,000 186,154 315,000 288,800 63,750 35,000 78,750 – 58,615 150,000 67,000 – 331,000 64,178 50,000 – – – 282,733 59,899 128,750 – – 268,558 77,875 – – – – – – – – – – – – – – – – – – – year FY12 FY11 FY12 FY11 FY12 FY11 FY12 FY11 FY12 FY11 FY12 FY11 FY12 FY11 Post employ- ment benefits other long-term employee benefits Share-based payments Super- annuation $ LSL accrual $ Equity settled $ defer-red STI1 $ cash Settled $ Total $ 15,755 15,199 15,755 15,199 15,755 13,733 15,755 15,199 11,006 (588,618) 237,262 10,633 771,103 – 12,018 (311,024) 133,644 12,876 397,652 – 974 464 11,116 63,750 – – 10,962 (87,532) 58,615 7,772 119,030 – – 402,880 – 1,526,935 – – – – – – – – – – 309,489 895,727 549,095 235,351 521,415 497,801 619,746 – 549,317 – 445,178 15,755 2,112 92,523 64,178 – – – 471,382 15,755 2,281 – – 346,433 4,043 – – – – – – – – – – – 59,899 – 79,464 16,187 446,127 – – – Executive M George G Dutaillis C Baveystock B Hopwood S Taylor S Wright C Carson Total Remuneration fy12 2,451,592 571,588 407,500 – 3,430,679 98,573 39,353 (883,535) 696,812 16,187 3,398,070 fy11 1,394,954 382,000 – – 1,776,954 59,330 31,745 1,287,785 – – 3,155,814 1 Subject to approval by Infigen Energy security holders being obtained (where required), the deferred STI payment will be awarded in the form of a grant of performance rights under the Infigen Energy Equity plan (“Equity plan”). The number of performance rights granted will be determined by dividing the deferred amount by the value of a performance right using the VWAp of Infigen Energy stapled securities in the five trading days up to 30 June 2012. Invitation letters will be issued in September 2012 for these grants. TaBLE 3: Remuneration components as a Proportion of Total Remuneration The proportions of fixed remuneration to performance-based remuneration opportunities for FY12 are set out below. 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% M George G Dutaillis C Baveystock B Hopwood S taylor S Wright1 C Carson2 Fixed Rem STI LTI 1 Mr S Wright was recently appointed as an Executive KMp and therefore has not yet participated in the LTI plan. 2 The remuneration of Mr Carson has been structured to reflect the relativities of the USA market and as such Mr Carson does not participate in the LTI plan. InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 55 TaBLE 4: Value of Remuneration that vests in future years Remuneration amounts provided in the table below refer to the maximum value of performance rights and options relating to IFN securities. These amounts have been determined at grant date by using an appropriate pricing model and amortised in accordance with AASB 2 ‘Share Based payment’. The minimum value of remuneration that may vest is nil. This year we have provided additional information to illustrate the difference in value of these LTI grants when comparing the accounting value and the current market value. The accounting value relies upon the value of the security at the time the grant was made. The accounting standards are used for the purpose of providing for the LTI liability within the financial statements. The current market value demonstrates the deterioration in the grant value aligned to the decreased security price and is further illustration of how Executive remuneration is aligned to the securityholder experience. It should also be observed that no securities will vest if the performance hurdles are not met. In the event that the performance hurdle is not achieved the right to these securities will lapse. Executive grant maximum value of remuneration which is subject to vesting in accordance with aaSB 2 ‘Share Based Payments’ current market value of remuneration which is subject to vesting (VWaP 5 trading days prior to 30 June 2012) fy10 ($) fy11 ($) fy12 ($) fy13 ($) fy14 ($) fy10 ($) fy11 ($) fy12 ($) fy13 ($) fy14 ($) – – – – – – – – – – – – 31,756 – – – 21,242 M George FY09 646,555 646,555 138,670 Write-back FY11 FY12 – – – – (927,163) 124,548 166,977 166,520 – 32,898 62,868 62,868 Total 646,555 771,103 (588,618) 229,388 62,868 G Dutaillis FY09 336,209 336,209 72,109 Write-back FY11 FY12 – – – – (482,125) 61,444 – 82,375 16,617 82,150 31,756 Total 336,209 397,652 (311,024) 113,906 31,756 B Hopwood FY09 100,863 100,863 21,633 Write-back FY11 FY12 – – – – (144,637) 18,168 – 24,357 11,116 24,290 21,242 Total 100,863 119,030 (87,532) 45,532 21,242 C Baveystock S Taylor C Carson FY12 Total FY10 FY11 FY12 Total FY11 Total – – – – – – – – – – 11,116 21,242 21,242 11,116 21,242 21,242 21,125 39,597 – 28,322 53,086 11,116 – 52,941 21,242 – – 21,242 60,722 92,523 74,183 21,242 44 44 16,187 16,143 16,187 16,143 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 49,380 – 66,202 42,806 66,021 81,802 – – – 81,802 49,380 109,008 147,823 81,802 – – – – – – 24,361 – 32,660 21,622 32,570 41,320 – – – 41,320 24,361 54,282 73,890 41,320 – – – – – – 7,203 9,657 9,631 – – – – 14,463 27,639 27,639 7,203 24,120 37,270 27,639 – – 14,463 27,639 27,639 14,463 27,639 27,639 8,376 15,699 – 11,229 21,047 14,463 – 20,990 27,639 – – 27,639 24,075 46,740 48,629 27,639 39 39 14,272 14,233 14,272 14,233 – – Total 1,083,627 1,348,552 (867,348) 500,394 158,350 – 105,058 262,885 349,485 206,040 Legacy Performance Rights performance rights granted in prior years (FY09, FY10 and FY11) were granted in the same 2-tranche structure with the same performance hurdles. No performance rights in relation to IFN securities vested or became exercisable in FY12. All performance rights held as at 30 June 2012 are unvested and are not exercisable. Any performance rights which do not vest following the measurement of performance against the relevant conditions will be subject to a single retest 4 years after the commencement of the relevant performance period. This will be 31 December 2012 for Tranche 1 for the FY09 grant; 30 June 2013 for the FY10 grant (both tranches), 30 June 2014 for the FY11 grant (both tranches) and 30 June 2015 for the FY12 grant (both tranches). Any performance rights which do not vest after each single retest period will then expire. Tranche 2 of the FY09 grant expired following the retest conducted on the 30 June 2012. The write-back in table 4 relates to the expiry of this FY09 Tranche 2 grant. 56 DireCtorS’ report continued TaBLE 5: outstanding Performance Rights The table below provides details of outstanding performance rights relating to IFN securities that have been granted to Executive KMp (FY09, FY10, FY11 and FY12 Grants). The performance rights are valued as at the grant date even though the grant was based on the VWAp of the five trading days up to 30 June in the year prior to the grant. Executive M George G Dutaillis B Hopwood C Baveystock S Taylor granted number grant date Value per performance right Total value of performance rights granted Estimated vesting date 556,463 807,128 917,374 289,361 398,182 463,384 86,808 117,736 309,966 309,966 87,132 256,604 309,966 27/03/2009 30/09/2010 18/01/2012 27/03/2009 30/09/2010 18/01/2012 27/03/2009 30/09/2010 18/01/2012 18/01/2012 30/09/2010 30/09/2010 18/01/2012 ($) 0.6255 0.5675 0.173 0.6255 0.5675 0.173 0.6255 0.5675 0.173 0.173 0.5675 0.5675 0.173 ($) Tranche 1 Tranche 2 348,067 458,045 158,706 180,995 225,968 80,165 54,298 66,815 53,624 53,624 49,447 145,623 53,624 31/12/2011# 30/06/2013 30/06/2014 31/12/2011# 30/06/2013 30/06/2014 31/12/2011# 30/06/2013 30/06/2014 Expired 30/06/2013 30/06/2014 Expired 30/06/2013 30/06/2014 Expired 30/06/2013 30/06/2014 30/06/2014 30/06/2014 30/06/2013# 30/06/2013# 30/06/2013 30/06/2014 30/06/2013 30/06/2014 # performance period has entered the final retest year. Legacy Options options over IFN securities awarded to participants in the performance Rights & options plan for the FY09 Grant. These were granted under the same 2-tranche/performance hurdle structure applying to the FY10 and FY11 LTI grants. No options relating to IFN securities vested or were exercised during the year. All options held at 30 June 2012 are unvested and are not exercisable. Tranche 2 of the FY09 grant has now expired following the retest conducted on the 30 June 2012. The write-back referred to in table 4 relates to the expiry of this FY09 Tranche 2 grant. TaBLE 6: outstanding options The table below provides details of outstanding options relating to IFN securities which were granted to executives in prior years (current policy precludes the granting of further options). The options are valued as at the deemed grant date. Executive granted number grant date Value per option Total value of options granted Exercise price per option Estimated vesting date Expiry date of vested options M George G Dutaillis 2,526,954 27/03/2009 1,314,016 27/03/2009 B Hopwood 394,205 27/03/2009 1 These options are now in the 12 month retest period ($) 0.209 0.209 0.209 ($) ($) Tranche 11 Tranche 2 528,133 274,629 82,389 0.897 0.897 0.897 31/12/2012 31/12/2012 31/12/2012 Expired 31/12/2013 Expired 31/12/2013 Expired 31/12/2013 InfIgen energy AnnuAl report 2012 DIRECToRS’ REpoRT 57 Executive Employment contracts The base salaries for Executives as at 30 June 2012, in accordance with their employment contract, are as follows: M George G Dutaillis B Hopwood C Baveystock S Taylor S Wright C Carson $569,300 $370,000 $315,000 $315,000 $331,000 $315,000 $275,000 USD Employment contracts relating to the Executives contain the following conditions: duration of contract open-ended Notice period to terminate the contract Termination payments provided under the contract For M George, G Dutaillis and S Taylor, their employment is able to be terminated by either party on 6 months’ written notice. For B Hopwood, C Baveystock, C Carson and S Wright their employment is able to be terminated by either party on 3 months’ written notice. Infigen may elect to pay an amount in lieu of completing the notice period, calculated on the base salary as at the termination date. Upon termination, any accrued but untaken leave entitlements, in accordance with applicable legislation, are payable. If made redundant, a severance payment equivalent to 4 weeks base salary for each year of service (or part thereof), up to a maximum of 36 weeks. Remuneration advisor The Nomination & Remuneration Committee engaged the services of Guerdon Associates throughout FY12 to: (a) provide market data in relation to Executive KMp remuneration against industry peers within utilities, infrastructure and generation including both ASX listed and non listed entities in Australia and the USA; (b) review remuneration reporting; (c) advise on miscellaneous matters not associated with the levels or elements of Executive KMp remuneration; (d) review the remuneration strategy and composition of Executive KMp remuneration; (e) review both short and long term incentive schemes and options for STI deferral; and (f) assist the Committee in identifying solutions to address retirement benefits of Executive KMp. The consultant provided no other services to the Company during this period. Items (d), (e) and (f) above fall within the definition of a remuneration recommendation of the Corporations Act 2001, Chapter 1, part 1.2, Division 1, section 9B(1)(a) and (b). Fees paid to Guerdon Associates in FY12 for items (d), (e) and (f) above were $22,497 (excluding GST). Fees paid to Guerdon Associates for items (a), (b) and (c) above were $89,603 (excluding GST). To ensure the Nomination & Remuneration Committee is provided with advice and, as required, remuneration recommendations, free from undue influence by members of the Executive KMp to whom the recommendations may relate, the engagement of Guerdon Associates is based on an agreed set of protocols to be followed by Guerdon Associates, members of the Committee and members of Executive KMp. The Board was satisfied that remuneration recommendations received were free from the undue influence of the Executive Key Management personnel to whom the advice related because: n Guerdon Associates was appointed by independent Directors; n Guerdon Associates did not provide services to management; n Reports with recommendations were only received by Non-Executive Directors; and n The agreed protocols were followed. This report is made in accordance with a resolution of the Directors pursuant to section 298(2) of the Corporations Act 2001. on behalf of the Directors of IEL: f harris director m george director Sydney, 30 August 2012 58 Auditor’s Independence Declaration As lead auditor for the audit of Infigen Energy Limited for the year ended 30 June 2012, I declare that to the best of my knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Infigen Energy Limited and the entities it controlled during the period. PricewaterhouseCoopers Darren Ross Partner 30 August 2012 PricewaterhouseCoopers, ABN 52 780 433 757 Darling Park Tower 2, 201 Sussex Street, GPO BOX 2650, SYDNEY NSW 1171 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. InfIgen energy AnnuAl report 2012 59 CoNteNtS CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENTS OF FINANCIAL POSITION CONSOLIDATED STATEMENTS OF CHANGES IN EqUITY CONSOLIDATED CASH FLOW STATEMENTS NOTES TO THE FINANCIAL STATEMENTS Income taxes and deferred taxes 1. Summary of accounting policies 2. Segment information 3. Revenue 4. other income 5. Expenses 6. Discontinued operations 7. 8. Key management personnel remuneration 9. Remuneration of auditors 10. Trade and other receivables 11. Inventory 12. Derivative financial instruments 13. Investments in associates 14. property, plant and equipment 15. Intangible assets 16. Trade and other payables 17. Borrowings 18. provisions 19. Institutional equity partnerships classified as liabilities 20. Contributed equity 21. Reserves 22. Retained earnings 23. Earnings per security/share 24. Distributions paid 25. Share-based payments 26. Commitments for expenditure 27. Contingent liabilities 28. Leases 29. Subsidiaries 30. Deed of cross guarantee 31. Acquisition of businesses 32. Related party disclosures 33. Subsequent events 34. Notes to the cash flow statements 35. Financial risk management 36. Interests in joint ventures 37. parent entity financial information 60 61 62 63 64 64 72 74 75 75 76 77 79 81 82 82 83 83 84 85 86 87 90 90 91 92 93 93 94 95 98 98 99 100 102 103 104 104 104 104 113 114 60 CoNSoLiDateD StateMeNtS oF CoMpreHeNSiVe iNCoMe For tHe Year eNDeD 30 JUNe 2012 Revenue from continuing operations Income from institutional equity partnerships other income operating expenses Corporate costs other expenses Depreciation and amortisation expense Interest expense Finance costs relating to institutional equity partnerships other finance costs Share of net losses of associates accounted for using the equity method net loss before income tax expense Income tax benefit Loss from continuing operations Loss from discontinued operations net loss for the year other comprehensive income – movements through equity Changes in the fair value of cash flow hedges, net of tax Exchange differences on translation of foreign operations Total comprehensive loss for the year, net of tax net loss for the year is attributable to stapled security holders as: Equity holders of the parent Equity holders of the other stapled entities (non-controlling interests) Total comprehensive loss for the year is attributable to stapled security holders as: Equity holders of the parent Equity holders of the other stapled entities (non-controlling interests) Earnings per share of the parent based on earnings from continuing operations attributable to the equity holders of the parent: Basic (cents per security) Diluted (cents per security) Earnings per share of the parent based on earnings attributable to the equity holders of the parent: Basic (cents per security) Diluted (cents per security) note 3 4 4 5 5 5 5 13 7 6 2012 $’000 283,473 63,554 11,468 2011 $’000 285,319 61,638 21,183 (114,954) (104,528) (11,521) (3,874) (18,650) (3,119) (140,125) (136,302) (74,785) (59,180) (11,772) (432) (87,873) (45,224) (6,918) (552) (58,148) (35,026) 2,271 (55,877) – (55,877) 9,017 (26,009) (34,985) (60,994) 21(b) 21(a) (68,519) 10,522 46,643 (45,517) (113,874) (59,868) (55,195) (682) (60,090) (904) (55,877) (60,994) (113,192) (682) (58,964) (904) (113,874) (59,868) 23 23 23 23 (7.2) (7.2) (7.2) (7.2) (3.3) (3.3) (7.9) (7.9) The above statements of comprehensive income should be read in conjunction with the accompanying Notes to the Financial Statements. InfIgen energy AnnuAl report 2012 CoNSoLIDATED FINANCIAL STATEMENTS 61 CoNSoLiDateD StateMeNtS oF FiNaNCiaL poSitioN aS at 30 JUNe 2012 note 2012 $’000 2011 $’000 current assets Cash and cash equivalents Trade and other receivables Inventory Derivative financial instruments Total current assets non-current assets Receivables Derivative financial instruments Investment in associates property, plant and equipment Deferred tax assets Intangible assets Total non-current assets Total assets current liabilities Trade and other payables Borrowings Derivative financial instruments Current tax liabilities provisions Total current liabilities non-current liabilities payables Borrowings Derivative financial instruments provisions Total non-current liabilities Institutional equity partnerships classified as liabilities Total liabilities net assets Equity holders of the parent Contributed equity Reserves Retained earnings Equity holders of the other stapled entities (non-controlling interests) Contributed equity Reserves Retained earnings Total equity 34(a) 126,703 10 11 12 10 12 13 14 7 15 16 17 12 7 18 16 17 12 18 19 20 21 22 20 21 22 39,944 15,736 3,242 304,875 45,586 13,069 – 185,625 363,530 8,590 579 728 10,587 1,595 765 2,430,105 2,460,112 48,359 318,044 30,223 316,459 2,806,405 2,819,741 2,992,030 3,183,271 41,234 56,000 42,578 3,660 3,449 43,200 209,465 34,976 4,348 3,422 146,921 295,411 99 173 1,013,214 1,042,952 148,575 255 66,693 290 1,162,143 1,110,108 1,157,133 1,136,976 2,466,197 2,542,495 525,833 640,776 2,305 2,305 (246,506) (187,440) 31,825 87,020 (212,376) (98,115) 759,337 759,337 – – (21,128) (20,446) 738,209 525,833 738,891 640,776 The above statements of financial position should be read in conjunction with the accompanying Notes to the Financial Statements. 62 CoNSoLiDateD StateMeNtS oF CHaNGeS iN eQUitY For tHe Year eNDeD 30 JUNe 2012 attributable to equity holders of the parent contributed equity $’000 note Reserves $’000 2,305 (189,185) Total equity at 1 July 2010 Net loss for the year Changes in the fair value of cash flow hedges, net of tax Exchange differences on translation of foreign operations and movement in fair value Total comprehensive loss for the year Transactions with owners in their capacity as owners: Recognition of share-based payments Contributions of equity, net of transaction costs Distributions paid 21(b) 21(a) 21(d) 20, 24 20, 24 – – – – – – – Retained earnings $’000 147,110 (60,090) – – Total equity of the parent $’000 non- controlling interests $’000 Total equity $’000 (39,770) (60,090) 46,643 (45,517) 761,698 (904) – – 721,928 (60,994) 46,643 (45,517) – 46,643 (45,517) 1,126 (60,090) (58,964) (904) (59,868) 619 – – – – – 619 – – – 981 619 981 (22,884) (22,884) Total equity at 30 June 2011 2,305 (187,440) 87,020 (98,115) 738,891 640,776 Net loss for the year Changes in the fair value of cash flow hedges, net of tax Exchange differences on translation of foreign operations and movement in fair value Total comprehensive loss for the year Transactions with owners in their capacity as owners: Recognition of share-based payments Contributions of equity, net of transaction costs Distributions paid 21(b) 21(a) 21(d) 20, 24 20, 24 – – – – – – – – (55,195) (55,195) (682) (55,877) (68,519) 10,522 – – (68,519) 10,522 – – (68,519) 10,522 (57,997) (55,195) (113,192) (682) (113,874) (1,069) – – – – – (1,069) – – – – – (1,069) – – Total equity at 30 June 2012 2,305 (246,506) 31,825 (212,376) 738,209 525,833 The above statements of changes in equity should be read in conjunction with the accompanying Notes to the Financial Statements. InfIgen energy AnnuAl report 2012 CoNSoLIDATED FINANCIAL STATEMENTS 63 CoNSoLiDateD CaSH FLoW StateMeNtS For tHe Year eNDeD 30 JUNe 2012 note 2012 $’000 2011 $’000 cash flows from operating activities Loss for the period Adjustments for: Net income from institutional equity partnerships (Gain)/loss on revaluation for fair value through profit or loss financial assets – financial instruments Loss on sale of investments Share of loss in associates Depreciation and amortisation of non-current assets Foreign exchange gain Amortisation of share based expense Amortisation of borrowing costs capitalised (Decrease)/Increase in current tax liability (Decrease)/Increase in deferred tax balances Changes in operating assets and liabilities, net of effects from acquisition and disposal of businesses: 6(e) 21(d) (Increase)/decrease in assets: Current receivables and other current assets Increase/(decrease) in liabilities: Current payables Non-current payables net cash inflow from operating activities cash flows from investing activities proceeds on sale of controlled entities, net of cash disposed 6(e), 6(i) payments for property, plant and equipment proceeds on sale of property, plant and equipment payments for intangible assets payments for investments in controlled and jointly controlled entities payments in relation to potential and completed sales of overseas assets payments for investments in associates net cash inflow/(outflow) from investing activities cash flows from financing activities proceeds from borrowings Repayment of finance leases Repayment of borrowings Distributions paid to institutional equity partners Distributions paid to security holders net cash outflow from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on the balance of cash held in foreign currencies (55,877) (60,994) (4,374) (16,414) 8,676 – 432 140,125 (8,468) (1,154) 1,621 (688) (2,538) (3,497) 31,132 552 146,329 (7,320) 619 787 1,933 (9,569) 362 (15,122) (3,199) (109) (3,059) (313) 74,809 65,064 – (27,481) 667 (7,571) (1,061) – (155) 169,707 (71,448) – (14,160) – (5,653) – (35,601) 78,446 17(a) 17(a) 17(a) 19 24 22,258 – (214,930) (27,620) – 32,742 (3,709) (41,094) (17,646) (21,903) (220,292) (51,610) (181,084) 304,875 2,912 91,900 219,891 (6,916) cash and cash equivalents at the end of the financial year 34(a) 126,703 304,875 The above cash flow statements should be read in conjunction with the accompanying Notes to the Financial Statements. 64 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS For tHe Year eNDeD 30 JUNe 2012 1. SUMMARY OF ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the consolidated financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Stapled security The shares of Infigen Energy Limited (‘IEL’) and Infigen Energy (Bermuda) Limited (‘IEBL’) and the units of Infigen Energy Trust (‘IET’) are combined and issued as stapled securities in Infigen Energy Group (‘Infigen’ or the ‘Group’). The shares of IEL and IEBL and the units of IET cannot be traded separately and can only be traded as stapled securities. This financial report consists of the consolidated financial statements of IEL, which comprises IEL and its controlled entities, IET and its controlled entities and IEBL, together acting as Infigen. Summarised financial information relating to the parent entity, Infigen Energy Limited, is presented in note 37. a) Basis of preparation This general purpose financial report has been prepared in accordance with Australian Accounting Standards, Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Infigen is a for-profit entity for the purpose of preparing the financial statements. compliance with IfRS The consolidated financial report and parent entity information of IEL complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative instruments) at fair value through profit or loss. b) consolidated accounts (i) application of uIg 1013 Pre-date of Transition Stapling arrangements and aaSB Interpretation 1002 Post-date of Transition Stapling arrangements For the purpose of UIG 1013 and AASB Interpretation 1002, IEL was identified as the parent entity in relation to the pre-date of transition stapling with IET and the post-date of transition stapling with IEBL. In accordance with UIG 1013, the results and equity of IEL and of IET have been combined in the financial statements. However, since IEL had entered into both pre and post-date of transition stapling arrangements, the results and equity of IET and IEBL are both treated and disclosed as non-controlling interests under the principles established in AASB Interpretation 1002. c) Principles of consolidation (i) Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of IEL as at 30 June 2012 and the results of all subsidiaries for the year then ended. IEL and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity. Subsidiaries are all those entities (including certain institutional equity partnerships and other special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one- half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The Group applies a policy of treating transactions with non-controlling interests as transactions with a shareholder. purchases from non-controlling interests result in an acquisition reserve being the difference between any consideration paid and the relevant share acquired of the carrying value of identifiable net assets of the subsidiary. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement and balance sheets respectively. (ii) Jointly controlled entities Jointly controlled entities, consolidated under the proportionate consolidation method, are entities over whose activities the Group has joint control, under a contractual agreement, together with the other owners of the entity. They include certain institutional equity partnerships. The consolidated financial statements include the Group’s proportionate share of the joint venture’s assets and liabilities, revenues and expenses, from the date the joint control begins until it ceases. (iii) associates Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised in the parent entity’s income statement, while in the consolidated financial statements they reduce the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. d) Trade and other payables Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 65 1. SUMMARY oF ACCoUNTING poLICIES continued e) Business combinations The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill (refer Note 1(o)). If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified as either equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit and loss. f) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in other income or other expenses. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. g) Borrowing costs Borrowing costs directly attributable to the construction of qualifying assets are capitalised as part of the cost of those assets. other borrowing costs are expensed. h) assets under construction Costs incurred in relation to assets under construction are deferred to future periods. Deferred costs are transferred to plant and equipment from the time the asset is held ready for use on a commercial basis. Revenue generated in advance of the asset being ready for use on a commercial basis is capitalised as a component of property, plant and equipment. i) Property, plant and equipment Wind turbines and associated plant, including equipment under finance lease, are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the item. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is recognised. All other repairs and maintenance are charged to the income statement during the reporting period in which they are incurred. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The Group’s policy is to provide for the future costs relating to the decommissioning of wind turbines and associated plant if the amounts are expected to result in an outflow of economic benefits. The net costs of decommissioning wind turbines and associated plant are reviewed at the end of each annual reporting period. Depreciation is provided on wind turbines and associated plant. Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives. Wind turbines and associated plant Fixtures and fittings Computer equipment 25 years 10–20 years 3–5 years j) derivative financial instruments The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk, including forward foreign exchange contracts, interest rate swaps and cross currency swaps. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at each reporting date. The resulting gain or loss is recognised in the income statement immediately unless the derivative is designated and effective as a hedging instrument; in which event the timing of the recognition in the income statement depends on the nature of the hedge relationship. The Group designates certain derivatives as either hedges of the cash flows of highly probable forecast transactions (cash flow hedges) or hedges of net investments in foreign operations (net investment hedges). At the inception of the hedging transaction the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. 66 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 1. SUMMARY oF ACCoUNTING poLICIES continued (i) cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within other income or other expenses. l) Segment reporting operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision-maker. The Group has determined the operating segments based on reports reviewed by the Board of Directors of IEL that are used to make strategic decisions Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the income statement within ‘finance costs’. The gain or loss relating to the effective portion of forward foreign exchange contracts hedging overseas businesses is recognised in the income statement. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, fixed assets) the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in profit or loss as depreciation in the case of fixed assets. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss deferred in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in the income statement. (ii) net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in the foreign currency translation reserve; the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses deferred in the foreign currency translation reserve are recognised immediately in the income statement when the foreign operation is partially disposed of or sold. (iii) derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement. k) goods and services tax (gST) Revenues, expenses and assets are recognised net of the amount of associated GST unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are presented on a gross basis. The GST component of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. m) foreign currency translation (i) functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is the Group’s presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when they are deferred in equity as qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. (iii) group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: n n n assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised as a separate component of equity. on consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences is recognised in the income statement, as part of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate. n) Income tax current tax Current tax expense is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 67 1. SUMMARY oF ACCoUNTING poLICIES continued deferred tax Deferred tax expense is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to realise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company/ Group intends to settle its current tax assets and liabilities on a net basis. current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. Under current Bermudian law, IEBL will not be subject to any income, withholding or capital gains taxes in Bermuda. Current and deferred tax is determined with reference to the tax jurisdiction in which the relevant entity resides. Tax consolidation IEL and its wholly-owned Australian controlled entities have implemented the Australian tax consolidation legislation. The head entity, IEL, and the controlled entities in the tax-consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right. In addition to its own current and deferred amounts, IEL also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the group. Details about the tax funding agreement are disclosed in Note 7. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly- owned tax consolidated entities. o) Intangible assets (i) Project-related agreements and licences project-related agreements and licences include the following items: n licences, permits and approvals to develop and operate a wind farm, including governmental authorisations, land rights and environmental consents; interconnection rights; and n power purchase agreements. n project-related agreements and licences are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of licences over their estimated useful lives, which are based on the lease term of the related wind farm. (ii) goodwill Goodwill represents the excess of the cost of acquisition over the fair value of the Group’s share of the net identifiable assets, liabilities and contingent liabilities acquired at the date of acquisition. Goodwill on acquisition is separately disclosed in the balance sheet. Goodwill acquired in business combinations is not amortised, but tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Any impairment is amortised immediately in the income statement and is not subsequently reversed. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Group’s investment in each country of operation by each primary reporting segment. (iii) development assets Development assets represent development costs incurred prior to commencement of construction for wind farms. Development assets are not amortised, but are transferred to plant and equipment and depreciated from the time the asset is held ready for use on a commercial basis. p) Leased assets Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. (i) group as lessee Assets held under finance leases are initially recognised at their fair value; or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are recognised in accordance with the Group’s general policy on borrowing costs. 68 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 1. SUMMARY oF ACCoUNTING poLICIES continued Finance leased assets are amortised on a straight line basis over the shorter of the lease term and estimated useful life of the asset. operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. (ii) group as lessor Refer to Note 1(u) for the accounting policy in respect of lease income from operating leases. q) Impairment of assets At each reporting date, the consolidated group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group has estimated the recoverable amount of the cash-generating unit to which the asset belongs. Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. For assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating unit). If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in the income statement immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in the income statement immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase. r) cash and cash equivalents For cash flow statement presentation purposes, cash and cash equivalents comprise cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. s) Provisions provisions are recognised when the consolidated group has a present legal or constructive obligation as a result of past events, it is probable an outflow of resources will be required to settle the obligation, and the amount of the provision can be measured reliably. provisions are not recognised for future operating losses. The amount recognised as a provision is management’s best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably. t) distributions and dividends provision is made for the amount of any declared distribution or dividend which has been appropriately authorised on or before the end of the financial year and which is no longer at the discretion of the entity, but not distributed at balance date. u) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenue is recognised for the major business activities as follows: (i) Electricity sales product sales are generated from the sale of electricity generated from the Group’s wind farms. Revenues from product sales are recognised on an accruals basis. product sales revenue is only recognised when the significant risks and rewards of ownership of the products have passed to the buyer and the Group attains the right to be compensated. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 69 1. SUMMARY oF ACCoUNTING poLICIES continued (ii) Lease income In accordance with UIG 4 Determining whether an Asset Contains a Lease, revenue that is generated under certain power purchase agreements, where the Group sells substantially all of the related electricity to one customer, is classified as lease income. Lease income from operating leases is recognised in income on an accruals basis. Lease income is only recognised when the significant risks and rewards of ownership of the products have passed to the buyer and the Group attains the right to be compensated. (iii) Large-scale generation certificates (Lgcs) (formerly Renewable Energy certificates (REcs)) In accordance with AASB 102 revenue from the sale of LGCs is recognised at fair value when they are generated. By recognising LGCs at fair value, income is recognised in the same period as the costs incurred. AASB102 requires LGCs held in inventory to be valued at the lower of cost and net realisable value at the end of each reporting period. Hence where the market value of LGCs falls, inventory is reduced and expense is recorded through the Statement of Comprehensive Income as a component of operating expenses. Where the circumstances that caused the inventory to be written-down have changed, the write-down will be reversed. Upon sale, the difference between the sale price and the book value of the inventory is recorded through the Statement of Comprehensive Income as a component of revenue. (iv) Production Tax credits (PTcs) pTCs are recognised as other income when generated by the underlying wind farm assets and used to settle the obligation to Class A institutional investors. (v) accelerated tax depreciation credits and operating tax gains/(losses) The tax losses as a result of accelerated tax depreciation credits on wind farm assets are used to settle the obligation to Class A institutional investors when received. The associated income is recognised over the life of the wind farm to which they relate. (vi) government grants Grants from government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate. (vii) other income Interest income is recognised using the effective interest method. Dividend income is recognised when the right to receive payment is established. Revenue from rendering of services is recognised when services are provided. v) Loans and receivables Trade receivables, loans and other receivables are recorded at amortised cost less impairment. Trade receivables are generally due for settlement within 30 days. A provision for impairment of loans and receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of loans and receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the impairment loss is recognised in the income statement within other expenses. Subsequent recoveries of amounts previously written off are credited against other expenses in the income statement. w) contributed equity ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. If the entity reacquires its own equity instruments, for example, as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. x) Earnings per security/share Basic earnings per security/share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per security/share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. y) fair value estimation The fair value of the financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date. These instruments are included in level 2 (refer to Note 35). The carrying amounts of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. z) non current assets (or disposal groups) held for sale and discontinued operations Non current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement. 70 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 1. SUMMARY oF ACCoUNTING poLICIES continued An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non current asset (or disposal group) is recognised at the date of derecognition. Non current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held-for-sale continue to be recognised. Non current assets classified as held-for-sale and the assets of a disposal group classified as held-for-sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held-for-sale are presented separately from other liabilities in the balance sheet. A discontinued operation is a component of the entity that has been disposed of or is classified as held-for-sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the income statement. aa) Employee benefits (i) Wages and salaries and annual leave Liabilities for wages and salaries, including non monetary benefits and annual leave expected to be settled within 12 months of the balance date in which employees render the related service are recognised in respect of employees’ services up to the balance date and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and accumulating sick leave is recognised in payables. All other short- term employee benefit obligations are presented as provisions. (ii) Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the balance date, regardless of when the actual settlement is expected to occur. (iii) Share based payments Share based compensation benefits are provided to certain executives via the Infigen Energy Equity plan (Equity plan). Information relating to the Equity plan is set out in Note 25. The fair value of performance rights/units and options granted under the Equity plan is measured at grant date and is recognised as an employee benefit expense over the period during which the executives become unconditionally entitled to the options, with a corresponding increase in equity. The fair value at grant date is independently determined using market prices and a model that takes into account the exercise price, the term of the option, the effect of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The model incorporates the performance hurdles that must be met before the share-based payments vests in the holder. The fair value of the options that have been granted is adjusted to reflect market vesting conditions, but excludes the effect of any non market vesting conditions including the Total Shareholder Return and operational performance hurdles. Non market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each reporting date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The effect of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. (iv) Profit sharing and bonus plans The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit attributable to the company’s shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. (v) Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after reporting date are discounted to present value. bb) Institutional equity partnerships classified as liabilities (i) class a members Initial contributions by Class A members into US partnerships are recognised at cost using the effective interest method. Class A carrying amounts are adjusted when actual cash flow differs from estimated cash flow. The adjustment is calculated by computing the present value of the actual difference using the original effective interest rate. The adjustment is recognised through income or expense in profit or loss. This difference represents the change in residual interest due to the Class A institutional investors. (ii) class B members on consolidation of the US partnerships the Group’s Class B membership interest and associated finance charge for the year is eliminated and any external Class B member balances remaining represents net assets of US partnerships attributable to non-controlling interests. Refer 1(c) for further details of the Group’s accounting policy for consolidation. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 71 1. SUMMARY oF ACCoUNTING poLICIES continued cc) Rounding of amounts The Group is of a kind referred to in Class order 98/0100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class order to the nearest thousand dollars, or in certain cases, the nearest dollar. dd) new accounting standards and uIg interpretations Certain new accounting standards and UIG interpretations have been published that are not mandatory for 30 June 2012 reporting periods. The Group’s assessment of the effect of these new standards and interpretations is set out below. (i) aaSB 9 financial Instruments and aaSB 2009-11 amendments to australian accounting Standards arising from aaSB 9 (effective from 1 January 2015) AASB9 Financial Instruments addresses the classification and measurement of financial assets and is likely to affect the Group’s accounting for its financial assets. The standard is not applicable until 1 January 2015 but is available for early adoption. AASB 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available- for-sale debt investments, for example, will therefore have to be recognised directly in profit or loss. The Group has not yet decided when to adopt AASB 9 and has not assessed the effect. (ii) aaSB 10, aaSB 11 and aaSB 12 and revised aaSB 27 and aaSB 28 – consolidations, joint arrangements and associated disclosures (effective 1 January 2013) AASB 10 replaces all guidance on control and consolidation in AASB 127 Consolidated and Separate Financial Statements, and Interpretation 12 Consolidation – Special purposes Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However, the standard introduces a single definition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to variable returns. power is the current ability to direct the activities that significantly influence returns. Returns must vary and can be positive, negative or both. Control exists when the investor can use its power to affect the amount of its returns. There is also new guidance on participating and protective rights and on agent/principle relationships. AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. Based on the assessment of rights and obligations, a joint arrangement will be classified as either a joint operation or a joint venture. Joint ventures are accounted for using the equity method, and the choice to proportionately consolidate will no longer be permitted. parties to a joint operation will account their share of revenues, expenses, assets and liabilities in much the same way as under the previous standard. AASB 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11, and replaces the disclosure requirements currently found in AASB 127 and AASB 128. Application of this standard by the group will not affect any of the amounts recognised in the financial statements, but will impact the type of information disclosed in relation to the group’s investments. Amendments to AASB 128 provide clarification that an entity continues to apply the equity method and does not remeasure its retained interest as part of the ownership changes where a joint venture becomes an associate, and vice versa. The amendments also introduce a “partial disposal” concept. The group will be required to change its accounting method for jointly controlled entities that are considered to be joint ventures under AASB 11, from the proportion consolidation method of accounting to the equity method. Infigen does not expect the adoption of this standard to have a material impact on net profit, retained earnings or net assets, however some balances will require reclassification within the consolidated statement of comprehensive income and the statement of financial position. The group does not expect to adopt the new standards before their operative date. They would therefore be first applied in the financial statements for the annual reporting period ending 30 June 2014. (iii) aaSB 13 fair Value measurement and aaSB 2011-8 amendments to australian accounting Standards arising from aaSB 13 (effective 1 January 2013) AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. The group has yet to determine which, if any, of its current measurement techniques will have to change as a result of the new guidance. It is therefore not possible to state the impact, if any, of the new rules on any of the amounts recognised in the financial statements. However, application of the new standard will impact the type of information disclosed in the notes to the financial statements. The group does not intend to adopt the new standard before its operative date, which means that it would be first applied in the annual reporting period ending 30 June 2014. ee) critical accounting estimates and judgments Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial effect on the entity and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Some of the estimates and assumptions that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are: (i) Estimated useful economic life of wind turbines and associated plant As disclosed in Note 1(i) the Group depreciates property, plant and equipment over 25 years. This period of depreciation is utilised for wind turbines and associated plant that have useful economic lives in excess of 25 years as no determination has been made to extend the life of the project beyond this period. (ii) Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 1(q). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions. Refer to Note 15 for details of these assumptions and the potential effect of changes to the assumptions. 72 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 1. SUMMARY oF ACCoUNTING poLICIES continued (iii) Income taxes The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group is required to make assessments in relation to the recoverability of future tax losses which have been recognised as deferred tax assets. (iv) contingent liabilities As disclosed in note 27, the Group has made estimates and assumptions in relation to its contingent liabilities. By their nature, the exact value of these contingent liabilities is uncertain and the Group has made estimates of their value based on the facts and circumstances known at the reporting date. (v) Institutional Equity Partnerships The Group has made estimates and assumptions in relation to Institutional equity partnerships classified as liabilities. These estimates are long term in nature, and where applicable are sourced from third party information. Where these estimates and assumptions are unable to be sourced from third parties, the Group has used its own estimates based on the information available at reporting date. ff) Parent entity financial information The financial information for the parent entity, Infigen Energy Limited, disclosed in note 37, has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Infigen Energy Limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. (ii) Tax consolidation legislation Infigen Energy Limited and its wholly-owned Australian controlled entities have implemented the Australian tax consolidation legislation. The head entity, Infigen Energy Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right. In addition to its own current and deferred tax amounts, Infigen Energy Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Infigen Energy Limited for any current tax payable assumed and are compensated by Infigen Energy Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Infigen Energy Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. The amounts receivable/payable under the tax funding agreement is due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. (iii) financial guarantees Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair values of these guarantees are accounted for as contributions and recognised as part of the cost of the investment. 2. SEGMENT INFORMATION a) Segment information provided to the Board of directors The Group has determined the operating segments based on the reports reviewed by the Board of Directors of IEL that are used to make strategic decisions. The Board of Directors considers the business primarily from a geographic perspective and has identified two reportable segments. The reporting segments consist of the wind farm generation and asset management businesses held within each geographical area. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 73 2. SEGMENT INFoRMATIoN continued The segment information provided to the Board of Directors for the operating segments is as follows australia $’000 uS $’000 Total $’000 year ended 30 June 2012 Statutory revenue Revenue – non-controlling interests Segment revenue (economic interest basis) Segment EBITDA from operations (economic interest basis) 125,804 140,773 91,058 66,339 LGCs revaluation and other Corporate costs Development costs1 EBITda (economic interest basis) year ended 30 June 2011 Statutory revenue Revenue – non-controlling interests Segment revenue (economic interest basis) Segment EBITDA from operations (economic interest basis) 117,170 150,409 86,011 81,118 other income Corporate costs Development costs1 EBITda (economic interest basis) 283,473 (16,896) 266,577 157,397 (1,077) (11,521) (4,306) 140,493 285,319 (17,740) 267,579 167,129 758 (18,650) (3,671) 145,566 1 Includes share of net losses of associates accounted for using the equity method The Board of Directors assesses the performance of the operating segments based on a measure of EBITDA (Segment EBITDA). This measurement basis (Segment EBITDA) excludes the effects of equity-settled share-based payments which are included in Corporate costs and unrealised gains/losses on financial instruments. Segment EBITDA is calculated on an economic interest basis. The entity has a controlling interest in two US LLCs in which it owns more than 50% but less than 100% of the Class B interests. Under IFRS the Group fully consolidates the financial performance of these companies within its statutory results and recognises a non-controlling interest. Under economic interest basis, the non-controlling interest portion is not included in the results. b) Segment information provided to the Board of directors Interest income and expenditure are not allocated to segments, as this type of activity is managed by the corporate treasury function as part of the cash position of the Group. The Board of Directors review segment revenues on a proportional basis, reflective of the economic ownership held by the Group. A reconciliation of Segment EBITDA to operating profit before income tax and discontinued operations is provided as follows: Segment EBITDA (economic interest basis) Non-controlling interests proportionally consolidated for segment reporting Income from institutional equity partnerships other income Depreciation and amortisation expense Interest expense Finance costs relating to institutional equity partnerships other finance costs net loss before income tax expense and discontinued operations 2012 $’000 2011 $’000 140,493 145,566 12,199 63,554 11,468 13,662 61,638 20,425 (140,125) (136,302) (74,785) (59,180) (11,772) (87,873) (45,224) (6,918) (58,148) (35,026) 74 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 2. SEGMENT INFoRMATIoN continued A summary of assets by operating segment is provided as follows: as at 30 June 2012 Current assets Non-current assets Total as at 30 June 2011 Current assets Non-current assets Total 3. REVENUE australia $’000 uS $’000 Total $’000 144,534 41,091 185,625 1,156,586 1,649,819 2,806,405 1,301,120 1,690,910 2,992,030 273,056 90,474 363,530 1,166,368 1,653,373 2,819,741 1,439,424 1,743,847 3,183,271 from continuing operations Sale of energy and environmental products1 Lease of plant and equipment2 Compensation for revenues lost as a result of o&M providers not meeting contracted turbine availability targets Asset management services Grant revenue from discontinued operations (note 6) Sale of energy and environmental products1 2012 $’000 2011 $’000 46,618 227,130 45,645 233,323 6,144 3,361 220 1,478 4,624 249 283,473 285,319 – – 24,351 24,351 1 2 Includes revenue from the sale of electricity and from the generation of environmental certificates. The Group generates environmental certificates (including LGCs) and sells them under contractual arrangements and on market. In accordance with UIG 4 Determining whether an Asset Contains a Lease, revenue that is generated under certain power purchase agreements, where the Group sells substantially all of the related electricity and environmental certificates to one customer, is classified as lease income. Refer Note 1(u) for further information. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 75 4. OTHER INCOME from continuing operations: Income from institutional equity partnerships (note 19) Value of production tax credits offset against Class A liability Value of tax losses offset against Class A liability Benefits deferred during the period other income Interest income: Related parties (note 32(c)) Interest income: Institutions Net foreign exchange gains 5. EXPENSES from continuing operations: Loss before income tax has been arrived at after charging the following expenses: other expenses: Development costs Loss on sale of investment Expenses relating to non-viable projects depreciation and amortisation expense: Depreciation of property, plant and equipment (Note 14) Amortisation of intangible assets (Note 15) finance costs relating to institutional equity partnerships: Allocation of return on outstanding Class A liability1 Movement in residual interest (Class A)1 Movement in non-controlling interest (Class B)1 other finance costs: Fair value losses on financial instruments2 Bank fees and loan amortisation costs 1 Refer Note 19 for further details. 2012 $’000 2011 $’000 78,519 1,279 (16,244) 63,554 – 3,000 8,468 81,939 14,936 (35,237) 61,638 7,936 5,927 7,320 11,468 21,183 2012 $’000 2011 $’000 3,874 – – 3,874 1,341 314 1,464 3,119 125,632 14,493 121,271 15,031 140,125 136,302 42,830 8,924 7,426 46,950 (6,317) 4,591 59,180 45,224 8,676 3,096 11,772 5,141 1,777 6,918 2 Included within fair value losses on financial instruments in year ended 2012 is an expense of $5,924,354 (2011: gain of $3,496,998) relating to an interest rate swap which does not qualify for hedge accounting. Therefore the unrealised loss from its revaluation has been taken to the profit and loss. Included within fair value losses on financial instruments in year ended 30 June 2011 is an expense of $8,638,000 relating to the termination of an interest rate swap with an early termination option. The terminated interest rate swap had previously been hedge accounted with the unrealised loss taken to reserves. The unrealised loss held in reserves was subsequently reversed upon termination. 76 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 6. DISCONTINUED OPERATIONS a) details of disposed operations 30 June 2012 Infigen did not dispose any of its operations in the year ended 30 June 2012. 30 June 2011 During the year ended 30 June 2011, Infigen sold its portfolio of wind farms in Germany. The sale was agreed on 11 June 2011 and settlement occurred on 29 June 2011. b) financial performance The results of the discontinued operations for the year ended 30 June 2011 is presented below: Revenue (Note 3) other income Expenses Loss before income tax Income tax expense Loss after income tax of discontinued operations Loss on sale of subsidiary after income tax Loss from discontinued operations 1 Loss from discontinued operations is attributable to the stapled security holders as equity holders of the parent. c) major classes of assets and liabilities of the german disposed entities Cash Receivables Investment in associate property, plant and equipment Intangibles other assets Total assets payables Deferred tax liabilities Finance leases Total liabilities net assets attributable to discontinued operations d) cash flow information of the german disposed entities Net cash inflow from operating activities Net cash outflow from investing activities Net cash outflow from financing activities net cash inflow 2011 $’000 24,351 872 (28,418) (3,195) (658) (3,853) (31,132) (34,985)1 as at 29 June 2011 $’000 5,049 8,348 372 191,848 24,837 1,445 231,899 1,537 527 35,167 37,231 194,668 30 June 2011 $’000 14,440 (7,053) (5,027) 2,360 InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 77 6. DISCoNTINUED opERATIoNS continued e) details of the sale of the german entities Consideration received: Cash received from sale Infigen’s share of net assets attributable to discontinued operations Loss on sale before income tax Income tax expense Loss on sale after income tax Net cash inflow on disposal: Cash and cash equivalents consideration Less: Cash and cash equivalents balance disposed of Less: Transaction costs Proceeds on sale of subsidiary, net of cash disposed Less: Estimated interest rate swap close out costs net cash to be received from sale as at 29 June 2011 $’000 163,536 (194,668) (31,132) – (31,132)2 176,574 (5,049) (1,818) 169,707 (6,171) 163,536 2 Loss on sale after income tax comprises loss on disposal of investment in German entities of $23,143,000, estimated financing costs of $6,171,000 and transaction costs of $1,818,000. 7. INCOME TAXES AND DEFERRED TAXES a) Income tax expense Current tax Deferred tax Income tax (benefit)/expense is attributable to: (Loss)/profit from continuing operations Loss from discontinued operations (Note 6(b)) aggregate income tax expense Deferred income tax expense included in income tax (benefit)/expense comprises: Increase in deferred tax assets Increase in deferred tax liabilities b) numerical reconciliation of income tax expense/(benefit) to prima facie tax payable: Loss from continuing operations before income tax expense Loss from discontinued operations before income tax expense (Note 6) Income tax benefit calculated at 30% (2011: 30%) Increase/(decrease) in tax benefit due to: Tax losses not recognised as an asset Non-deductible expenses resulting from sale of foreign assets Unrealised foreign exchange movement Sundry items Assessable (income)/expense recognised on internal reorganisation 2012 $’000 (15,320) 13,049 (2,271) (2,271) – (2,271) 2,990 10,059 13,049 2012 $’000 (58,148) – (58,148) (17,445) 11,147 – 1,416 2,610 – 2011 $’000 (10,741) 2,382 (8,359) (9,017) 658 (8,359) (1,128) 3,510 2,382 2011 $’000 (35,026) (34,327) (69,353) (20,806) 7,385 8,932 (3,312) (45) (513) Income tax (benefit)/expense (2,271) (8,359) 78 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 7. INCoME TAXES AND DEFERRED TAXES continued c) amounts recognised directly in equity The following deferred amounts were not recognised in net profit or loss but charged directly to equity during the period: Deferred tax asset Deferred tax liabilities net deferred tax d) Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 30% 2012 $’000 (15,598) – (15,598) 2011 $’000 (2,783) 2,827 44 2012 $’000 2011 $’000 (372,910) (299,837) 111,873 89,951 e) Tax consolidation IEL and its wholly-owned Australian resident entities have formed an Australian tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is IEL. The members of the tax-consolidated group are identified in Note 29. Entities within the tax-consolidated group have entered into a tax funding arrangement and a tax sharing agreement with the head entity. Under the terms of the tax funding arrangement, IEL and each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in amounts receivable from or payable to other entities in the tax-consolidated group. The tax sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote. f) current tax liabilities Income tax payable attributable to: overseas entities in the Group year ended 30 June 2012 gross deferred tax assets: Unused revenue tax losses Effect of hedge movements Unrealised foreign exchange loss gross deferred tax liabilities: Depreciation Unrealised foreign exchange gains other Total deferred tax assets 2012 $’000 3,660 3,660 2011 $’000 4,348 4,348 opening balance $’000 charged to Income $’000 charged to Equity $’000 acquisitions/ disposals $’000 closing balance $’000 70,546 12,253 12,873 13,257 4,599 (5,259) – 15,598 – 95,672 12,597 15,598 (50,182) (12,500) (2,767) (65,449) 30,223 (9,198) (89) (772) (10,059) 2,538 – – – – 15,598 – – – – – – – – – 83,803 32,450 7,614 123,867 (59,380) (12,589) (3,539) (75,508) 48,359 InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 79 7. INCoME TAXES AND DEFERRED TAXES continued year ended 30 June 2011 gross deferred tax assets: Unused revenue tax losses Effect of hedge movements Unrealised foreign exchange loss gross deferred tax liabilities: Depreciation Unrealised foreign exchange gains other Total deferred tax assets opening balance $’000 charged to Income $’000 charged to Equity $’000 acquisitions/ disposals $’000 closing balance $’000 64,265 26,739 6,323 97,327 (52,598) (9,958) (2,210) (64,766) 32,561 6,281 (2,577) (2,576) 1,128 2,416 (5,369) (1,084) (4,037) (2,909) – (11,909) 9,126 (2,783) – 2,827 – 2,827 44 – – – – – – 527 527 527 70,546 12,253 12,873 95,672 (50,182) (12,500) (2,767) (65,449) 30,223 The group has assessed the expected taxable income to be generated in future periods and based on this assessment, temporary differences for deferred tax assets have been recognised to the extent that it is probable that they will be utilised. Deferred tax assets to be recovered within 12 months Deferred tax assets to be recovered after more than 12 months 2012 $’000 – 48,359 48,359 2011 $’000 – 30,223 30,223 8. KEY MANAGEMENT PERSONNEL REMUNERATION a) details of key management personnel The following Directors were Key Management personnel (KMp) of Infigen during the financial years ended 30 June 2012 and 30 June 2011: n Michael Hutchinson – Non-Executive Chairman n Miles George – Managing Director n philip Green – Non-Executive Director n Fiona Harris – Non-Executive Director n Ross Rolfe Ao – Non-Executive Director (appointed 9 September 2011) n Douglas Clemson – Non-Executive Director (retired 11 November 2011) other KMp of Infigen were: name M George G Dutaillis C Baveystock1 B Hopwood G Dover2 S Taylor S Wright C Carson 1 Appointed 14 March 2011 2 Resigned 31 December 2010 Role Chief Executive officer Chief operating officer Chief Financial officer General Manager – Corporate Finance Chief Financial officer Group General Manager – Australia General Counsel Chief Executive officer – USA 2012 2011 80 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 8. KEY MANAGEMENT pERSoNNEL REMUNERATIoN continued b) Key management personnel remuneration The aggregate remuneration of KMp of Infigen for the years ended 30 June 2012 and 30 June 2011 is set out below: Short-term employee benefits3 post-employment benefits (superannuation) Deferred share-based short term incentive other long-term benefits and share-based incentive expense allocation4 Write-back prior years long-term share-based incentive expense allocation Total 2012 $ 2011 $ 3,929,002 2,914,779 140,443 696,812 1,120,239 (1,961,421) 107,807 – 816,599 – 3,925,075 3,839,185 3 Includes short-term incentives accrued in respect of the current period. 4 Share-based incentive expense allocations are subject to performance rights and units vesting in the future. c) Rights, options and awards held over Infigen securities performance rights/units and options over Infigen securities were granted to certain KMp in year ended 30 June 2009 under the Infigen Energy Equity plan (Equity plan). During the year ended 30 June 2012 performance Rights and units were granted to KMp under the Equity plan. No performance rights/units or options over Infigen securities were vested or became exercisable in the years ended 30 June 2012 and 30 June 2011. No Infigen securities were acquired by KMp as a result of the exercise of options during the years ended 30 June 2012 and 30 June 2011. performance rights/units and options held by KMp over Infigen securities over the period 1 July 2011 to 30 June 2012 are set out below. The expense recognised in relation to the performance rights/units and options under the Equity plan is recorded within corporate costs. Set out below are summaries of the number of performance rights and units granted to KMp: M George G Dutaillis B Hopwood G Dover C Baveystock S Taylor S Wright C Carson Balance at 30 June 2010 1,112,925 578,721 173,616 578,721 N/A N/A N/A N/A granted 807,128 398,182 117,736 – – – – – other changes Balance at 30 June 2011 – – – 1,920,053 976,903 291,352 (578,721) – – – – n/a – 343,7361 – 126,8661 granted 917,374 463,384 309,966 – 309,966 309,966 – – other changes2 Balance at 30 June 2012 (556,463) 2,280,964 (289,361) 1,150,926 (86,808) 514,510 – – – – – n/a 309,966 653,702 – 126,866 1 Granted before becoming a KMp 2 Represents forfeitures due to vesting conditions not met Refer to the table titled “outstanding performance Rights” in the Directors’ report for further details of the balances held at 30 June 2012. There has been no change in options granted during year ended 30 June 2012. Set out below are summaries of options granted to KMp: M George G Dutaillis B Hopwood G Dover Balance at 30 June 2010 other changes Balance at 30 June 2011 granted other changes Balance at 30 June 2012 5,053,908 2,628,032 788,410 – – – 5,053,908 2,628,032 788,410 2,628,032 (2,628,032) n/a – – – – (2,526,954) 2,526,954 (1,314,016) 1,314,016 (394,205) 394,205 – n/a All options held on 30 June 2012 and 30 June 2011 were granted on 27 March 2009 and will expire on 31 December 2013 if they do not vest in accordance with the performance conditions relating to the options. The option exercise price is $0.897. d) Loans from Infigen to key personnel and their personally related entities No loans have been made by Infigen to KMp or their personally related parties during the years ended 30 June 2012 and 30 June 2011. There are no other transactions with KMp. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 81 8. KEY MANAGEMENT pERSoNNEL REMUNERATIoN continued e) Security holdings in Infigen No Infigen securities were granted as remuneration to KMp during the years ended 30 June 2012 and 30 June 2011. Security holdings of KMps, including their personally related parties, in Infigen securities over the period 1 July 2011 to 30 June 2012 are set out below. Set out below are summaries of security holding of KMp in Infigen: M Hutchinson D Clemson p Green1 F Harris R Rolfe Ao A Battle G Kelly M George G Dutaillis C Baveystock B Hopwood G Dover S Taylor S Wright C Carson Balance at 1 July 2010 other changes Balance at 30 June 2011 acquired during 2012 other changes Balance at 30 June 2012 – 140,000 – – – 42,634 10,000 500,000 641,820 – 10,000 10,000 N/A N/A N/A – – – – – (42,634) (10,000) – – – – (10,000) – – – – 110,000 – 110,000 140,000 – – – n/a n/a 500,000 641,820 – 10,000 n/a 5,9172 – – – – 100,000 – – – 150,000 100,000 40,000 – – – – – (140,000) – – – – – – – – – – – – – n/a – 100,000 – n/a n/a 650,000 741,820 40,000 10,000 n/a 5,917 – – 1 Mr Green is a partner of The Children’s Investment Fund Management (UK) LLp which has a substantial shareholding of Infigen securities. Mr Green has advised Infigen that he does not have a relevant interest in those Infigen securities. 2 Granted before becoming a KMp. 9. REMUNERATION OF AUDITORS During the year the following fees were paid or payable for services provided by the auditor of the parent entity its related practices and non-related audit firms: audit services by: auditors of the company (Pricewaterhousecoopers) Australia Audit and review of the financial statements Audit and review of subsidiaries’ financial statements Overseas Audit and review of subsidiaries’ financial statements other auditors Overseas Audit and review of subsidiaries’ financial statements other services by: auditors of the company (Pricewaterhousecoopers) Australia Taxation services Total remuneration of auditors 2012 $ 2011 $ 900,691 174,309 1,165,732 232,400 486,432 – 1,561,432 1,398,132 – – 310,190 310,190 70,000 70,000 38,000 38,000 1,631,432 1,746,322 82 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 10. TRADE AND OTHER RECEIVABLES current Trade receivables Amounts due from related parties – associates (Note 32(c)) prepayments (Note 10(f)) other receivables non-current Amounts due from related parties – associates (Note 32(c)) prepayments (Note 10(f)) 2012 $’000 2011 $’000 29,621 – 8,834 1,489 33,906 399 8,425 2,856 39,944 45,586 1,348 7,242 8,590 819 9,768 10,587 a) Past due but not impaired As at 30 June 2012, there were no trade receivables that were past due but not impaired (2011: $2,812,400). Refer to Note 35(b) for more information. The 2011 balance related to a number of independent customers for whom there is no recent history of default. The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due. The Group does not hold any collateral in relation to these receivables. b) Impairment of trade receivables There were no impaired trade receivables for the Group during the years ended 30 June 2012 or 30 June 2011. c) other receivables These amounts generally arise from transactions outside the usual operating activities of the Group. d) foreign exchange and interest rate risk Information about the Group’s exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is provided in Note 35. e) fair value and credit risk Due to the nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. Refer to Note 35 for more information on the risk management policy of the Group and the credit quality of the Group’s trade receivables. f) Prepayments Included within current prepayments is $8,834,000 (2011: $8,425,000) of prepaid operational expenses. Included within non-current prepayments is $7,242,000 (2011: $9,768,000) of prepaid operational expenses. 11. INVENTORY Environmental certificates Spare parts 2012 $’000 10,297 5,439 15,736 2011 $’000 9,070 3,999 13,069 InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 83 12. DERIVATIVE FINANCIAL INSTRUMENTS current assets At fair value: FX forward option cover non-current assets At fair value: Interest rate cap – cash flow hedges current liabilities At fair value: Interest rate swaps – cash flow hedges At fair value: FX forward contract non-current liabilities At fair value: Interest rate swaps – cash flow hedges Refer to Note 35 for further information. 13. INVESTMENTS IN ASSOCIATES 2012 $’000 2011 $’000 3,242 3,242 579 579 35,732 6,846 42,578 148,575 148,575 – – 1,595 1,595 34,976 – 34,976 66,693 66,693 year ended 30 June 2012 During the year, the Group invested $395,000 in existing development projects to provide additional funding for continuing development activities in these projects. of the amount invested during the year, $155,000 was in the form of cash payments. The increased investments in the existing development projects did not result in any change to the Group’s ownership level in these interests. year ended 30 June 2011 In March 2011, the Group completed a transaction with renewable energy project developer National power partners (‘Npp’) in relation to the ownership of certain wind farm development projects in its Australian wind energy development pipeline. Under the terms of the transaction, the Group acquired the remaining 50% interest in Bodangora (NSW), Flyers Creek (NSW), Cherry Tree (VIC) and Woakwine (SA) development projects which it did not already own. These 50% interests comprised ordinary shares in development entities. Those ordinary shares were acquired for nominal cash consideration (refer to Note 31). As part of the transaction, Npp acquired the Group’s interests in the 54MW Glen Innes development project in NSW and approximately 100MW of other development projects which were previously being jointly developed (‘Npp Acquired projects’). In connection with the above transactions, the Group acquired development rights of $7,240,000 relating to the Bodangora, Flyers Creek, Cherry Tree and Woakwine development projects, which were paid for by the assignment of receivables to Npp of $450,000, offset of loans and payables by Npp to the Group of $2,447,000, exchange of the Group’s interests in the Npp Acquired projects for $1,389,000, disposal of development rights in the Npp Acquired projects for $1,851,000 and a cash payment of $1,103,000. The Group has a non-controlling 50% interest in Infigen Suntech Australia pty Ltd. The Group invested $1,400,000 in connection with this development during the year. a) movements in carrying amounts Carrying amount at the beginning of the financial year Additions during the year Share of net losses after income tax Transferred to intangible assets Disposal of carrying value of investments carrying amount at the end of the financial year 2012 $’000 765 395 (432) – – 728 2011 $’000 3,543 1,400 (552) (2,237) (1,389) 765 84 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 13. INVESTMENTS IN ASSoCIATES continued b) Summarised financial information of associates The Group’s share of the results of its associates and its aggregated assets (including goodwill) and liabilities are as follows: Assets Liabilities Revenues Net loss after tax c) contingent liabilities of associates There were no contingent liabilities relating to associates at the end of the financial year. 14. PROPERTY, PLANT AND EqUIPMENT at 1 July 2010 Cost or fair value Accumulated depreciation net book value year ended 30 June 2011 opening net book value Additions Transfers Disposals Depreciation expense Net foreign currency exchange differences closing net book value at 30 June 2011 Cost or fair value Accumulated depreciation net book value year ended 30 June 2012 opening net book value Additions Transfers Disposals Depreciation expense Net foreign currency exchange differences closing net book value at 30 June 2012 Cost or fair value Accumulated depreciation net book value 2012 $’000 1,198 605 – (432) 2011 $’000 1,290 738 – (552) assets under construction $’000 Plant & Equipment $’000 Total $’000 35,687 3,442,706 3,478,393 – (367,499) (367,499) 35,687 3,075,207 3,110,894 35,687 58,232 2,413 – – – 3,075,207 3,110,894 10,287 – (191,848) (130,325) (399,541) 68,519 2,413 (191,848) (130,325) (399,541) 96,332 2,363,780 2,460,112 96,332 2,772,542 2,868,874 – (408,762) (408,762) 96,332 2,363,780 2,460,112 96,332 20,264 (116,596) – – – – – – – 2,363,780 2,460,112 7,073 116,596 (667) 27,337 – (667) (125,632) (125,632) 68,955 68,955 2,430,105 2,430,105 2,975,182 2,975,182 (545,077) (545,077) 2,430,105 2,430,105 Assets under construction are deemed to be qualifying assets. Borrowing costs that are directly attributable to the construction of a qualifying asset are capitalised as part of the cost of that asset. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 85 15. INTANGIBLE ASSETS at 1 July 2010 Cost Accumulated amortisation and impairment net book value year ended 30 June 2011 opening net book value Additions Transfers Disposals Amortisation expense1 Net foreign currency exchange differences closing net book value at 30 June 2011 Cost Accumulated amortisation and impairment net book value year ended 30 June 2012 opening net book value Additions Transfers Amortisation expense1 Net foreign currency exchange differences closing net book value at 30 June 2012 Cost Accumulated amortisation and impairment net book value goodwill $’000 development assets $’000 Project- related agreements and licences $’000 Total $’000 26,457 – 15,447 – 390,731 (39,597) 432,635 (39,597) 26,457 15,447 351,134 393,038 26,457 – – (6,381) – (1,607) 18,469 15,447 13,406 (1,449) (1,851) – – 351,134 393,038 3,236 (964) (18,456) (16,004) (46,509) 16,642 (2,413) (26,688) (16,004) (48,116) 25,553 272,437 316,459 18,469 – 25,553 – 316,076 (43,639) 360,098 (43,639) 18,469 25,553 272,437 316,459 18,469 – – – 154 25,553 5,918 (6,063) – – 272,437 1,653 6,063 (14,493) 8,353 316,459 7,571 – (14,493) 8,507 18,623 25,408 274,013 318,044 18,623 – 25,408 – 333,323 (59,310) 377,354 (59,310) 18,623 25,408 274,013 318,044 1 Amortisation expense is included in the line item Depreciation and Amortisation Expense in the statement of comprehensive income. a) Impairment tests for cash-generating units containing goodwill For the purposes of impairment testing, goodwill is allocated to the Group’s countries of operation which represent the lowest level within the Group at which goodwill is monitored for internal management purposes as follows: Australia United States Total goodwill 2012 $’000 15,136 3,487 18,623 2011 $’000 15,136 3,333 18,469 Changes in the carrying amount of goodwill for United States resulted from difference due to foreign exchange translation. The recoverable amount of the CGU is determined based on value-in-use calculations. The calculations use cash flow projections based on financial projections approved by management covering the life of the wind farms. 86 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 15. INTANGIBLE ASSETS continued Key assumptions for value-in-use calculations The Group makes assumptions around expected wind resources, availability, prices, operating expenses and gearing in calculating the value-in-use of its CGUs. The Group uses production estimates to reflect the currently expected performance of the assets throughout the forecast period. The forecast period reflects the useful life of the assets held by each CGU as future cash flows over the forecast periods can be reliably estimated. production is estimated by independent technical consultants on behalf of the Group for each wind farm. In determining future cash flows for each CGU, the Group continues to apply a 6.0% to 6.5% equity risk premium to the Group’s cost of equity in addition to country specific premiums. As a result the rates used to discount equity cash flows by CGU are as follows: Australia United States PRE-TaX dIScounT RaTES 2012 2011 8.3% – 9.1% 9.0% – 11.0% 7.0% – 7.8% 9.0% – 11.0% The discount rates used reflect specific risks relating to the relevant countries in which they operate. For some wind farms with power purchase agreements, future growth rates are based on CpI in the relevant jurisdiction. For wind farms subject to market prices, future growth rates are based on long term industry price expectations. As at the end of the current year and prior comparative period, the recoverable amount of each CGU exceeds its carrying amount. Sensitivity to changes in assumptions The estimation of the recoverable amount of each CGU was tested for sensitivity using reasonably possible changes in key assumptions. These changes included decreases of up to 15% in gearing assumptions and increases in the equity discount rates of up to 1.5% with all other assumptions remaining constant. The testing for sensitivity in changes to key assumptions also included the impact of varying future cash flows for increases and decreases of up to 10% in market prices, 5% in production, and 10% in operating costs. None of these tests resulted in the carrying amount of any CGU exceeding its recoverable amount. b) Project-related agreements and licences project-related agreements and licences include the following items: licences, permits and approvals to develop and operate a wind farm, including governmental authorisations, land rights and environmental consents; interconnection rights; and power purchase agreements. project-related agreements and licences are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of licences over their estimated useful lives, which are based on the lease term of the related wind farm. c) development assets Development assets represent the cost of licenses and wind farm development costs incurred prior to commencement of construction for wind farms. When a wind farm is constructed, the development assets relating to that wind farm are capitalised with the cost of constructing wind farms upon completion. Development assets are not amortised but are reclassified and depreciated over the effective life of the eventuating asset as property, plant and equipment when they become ready for use. 16. TRADE AND OTHER PAYABLES current Trade payables and accruals Interest payable Goods and services and other taxes payable Deferred income other1 non-current other 2012 $’000 2011 $’000 25,641 26,661 – 6,077 6,575 2,941 1,433 6,739 5,747 2,620 41,234 43,200 99 99 173 173 1 Includes accrual for employee benefits and annual leave. The entire obligation for annual leave is presented as current because the Group does not have an unconditional right to defer payment. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 87 17. BORROWINGS current Secured at amortised cost: Global Facility (i) project finance debt – Woodlawn (ii) non-current Secured at amortised cost: Global Facility (i) project finance debt – Woodlawn (ii) Capitalised loan costs Total debt a) Reconciliation of borrowings opening balance Finance lease repayments Finance leases disposed Debt repayments – German Sale Debt repayments – Global Facility Debt repayments – Woodlawn other financing repayments Draw down from project financing – Woodlawn (ii) Net loan costs (capitalised)/expensed Net foreign currency exchange differences closing balance b) capitalised borrowing costs Borrowing costs capitalised during the financial year Weighted average capitalisation rate on funds borrowed 2012 $’000 2011 $’000 54,466 1,534 209,465 – 56,000 209,465 971,083 50,985 (8,854) 1,021,457 32,742 (11,247) 1,013,214 1,042,952 1,069,214 1,252,417 2012 $’000 2011 $’000 1,252,417 1,422,640 – – (154,264) (57,300) (1,600) (1,766) 22,258 2,393 7,076 (3,709) (35,167) – (41,094) – – 32,742 (1,312) (121,683) 1,069,214 1,252,417 2012 $’000 – 2011 $’000 1,948 2012 N/A 2011 6.0% 88 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 17. BoRRoWINGS continued c) Borrowings by currency The total value of funds that have been drawn down by currency, converted to Australian dollars (AUD) at the year end exchange rate, are presented in the following table: as at 30 June 2012 Australian dollars (AUD) – Global facility Australian dollars (AUD) – Woodlawn Euro (EUR) – Global facility US dollars (USD) – Global facility gross debt Less capitalised loan costs Total debt as at 30 June 2011 Australian dollars (AUD) – Global facility Australian dollars (AUD) – Woodlawn Euro (EUR) – Global facility US dollars (USD) – Global facility gross debt Less capitalised loan costs Total debt Total Borrowings (Local currency ‘000) Total Borrowings (aud ’000) 539,380 52,519 93,356 378,978 622,477 32,742 133,175 458,281 539,380 52,519 116,000 370,169 1,078,068 (8,854) 1,069,214 622,477 32,742 180,454 427,991 1,263,664 (11,247) 1,252,417 (i) global facility The Group’s corporate debt facility (the Global Facility) is a fully amortising, multi-currency facility that matures in 2022. The Global Facility is a syndicated facility among a group of Australian and international lenders. The Global Facility delineates between those Infigen group entities that comprise the Global Facility borrower group (Borrower Group) and those Infigen group entities that are not within the Borrower Group. The latter are generally referred to as “Excluded Companies”. In broad terms, the Borrower Group comprises IEL and substantially all of its subsidiaries, with the exception that none of the following fall within the Borrower Group: n n IET or IEBL; Infigen Energy Holdings pty Limited and its subsidiaries, which primarily include the Group’s Australian development pipeline project entities and the Group’s interests in US development opportunities; n Woodlawn Wind pty Limited (which owns Woodlawn wind farm); and n the US wind farm entities (which own the US wind farms) and the institutional equity partnerships which own the US wind farm entities. For clarity, the wholly-owned subsidiaries of IEL that are entitled to returns, including cash distributions, from the US wind farm entities, or institutional equity partnerships (refer Note 19), are included within the Borrower Group. Excluded companies Excluded Companies are quarantined from the Global Facility. Excluded Companies: n are not entitled to borrow under the Global Facility; n must deal with companies within the Global Facility on arm’s length terms; and n are not subject to, or the subject of, the representations, covenants or events of default applicable to the Borrower Group. amounts outstanding under the global facility The amounts outstanding under the Global Facility are in Euro, United States dollars and Australian dollars. The base currency of the Global Facility is the Euro. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 89 17. BoRRoWINGS continued Principal repayments under the global facility Subsequent to 30 June 2010 and for the remaining term of the Global Facility (expiring December 2022), all surplus cash flows of the Borrower Group, after taking account of working capital requirements, are used to make repayments under the Global Facility on a semi-annual basis (Cash Sweep). The net disposal proceeds of any disposals by Borrower Group entities must also be applied to make repayments under the Global Facility. During the year ended 30 June 2012 repayments of $211,564,000 (2011: $41,094,000) were made. This included $154,264,000 which was repaid on 6 July 2011 following the disposal of the Group’s German assets. Interest payments The Group pays interest each six months based on Euribor (Euro drawings), BBSY (Australian dollar) or LIBoR (United States dollar), plus a margin. It is the Group’s policy and a requirement of the Global Facility to use financial instruments to fix the interest rate for a portion of the borrowings (refer Note 35). financial covenants During the period of the Cash Sweep, the only financial covenant that applies under the Global Facility is a leverage ratio covenant. This covenant is based on the results of each twelve month period ending 30 June or 31 December and is as follows: n Through to June 2016: not more than 8.5 times; n n July 2016 to June 2019: not more than 6.0 times; and July 2019 to expiry of facility (December 2022): not more than 3.0 times. The leverage ratio is determined by taking the quotient of Net Debt and EBITDA of entities that are within the Borrower Group. EBITDA represents the consolidated earnings of the Borrower Group entities before finance charges, unrealised gains or losses on financial instruments and material items of an unusual or non-recurring nature. In the US this is represented by the cash distributions to Infigen from the wind farm entities. Distributions to Infigen, from the wind farm entities, can vary materially from the US reported EBITDA as a result of Institutional Equity partnerships (Refer to Note 19). Review events A review event would occur if the shares of IEL were removed from the official list of the Australian Securities Exchange or were unstapled from units of IET and shares of IEBL. Such an event would require assessment of the effect on the Global Facility and, if necessary, agreement of an action plan. Security The Global Facility has no asset level security; however, each borrower under the Global Facility is a guarantor of the facilities. In addition, lenders have first ranking security over the issued share capital of, or other ownership interest in: n n the borrowers (other than Infigen Energy Limited); and the direct subsidiaries of the borrowers, which are holding entities of each operating wind farm in Infigen’s portfolio (other than Woodlawn wind farm). Global Facility lenders have no security over Excluded Companies. (ii) Project finance facility – Woodlawn Wind Pty Ltd Woodlawn Wind pty Ltd, the Infigen entity that owns the Woodlawn wind farm, is the borrower under an AUD $55 million project finance facility that matures in September 2014. The lender is Westpac Banking Corporation. Principal repayments under the Project finance facility The borrower is required to make debt repayments on a quarterly basis. During the year ended 30 June 2012 repayments of $1,600,000 (2011: $nil) were made. Interest payments Interest is payable quarterly based on BBSY (Australian dollar) plus a margin. Interest obligations have been hedged at a fixed rate of 4.48% plus the margin for the period to maturity in September 2014. Security The lender under the project finance facility has security over the shares in, and assets and undertaking of Woodlawn Wind pty Ltd. 90 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 18. PROVISIONS current Employee benefits1 non-current Employee benefits1 2012 $’000 2011 $’000 3,449 3,449 255 255 3,422 3,422 290 290 1 The current provision for employee benefits represents provision for short term incentives and long service leave. For long service leave it covers all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. 19. INSTITUTIONAL EqUITY PARTNERSHIPS CLASSIFIED AS LIABILITIES nature of institutional equity partnerships Infigen is a Class B member in twelve (12) US limited liability companies (LLCs) that directly or indirectly own the US wind farms. The Group owns between 50% and 100% of the Class B membership interests in these LLCs. Each of these LLCs also has one or more Class A members (institutional investors), and where the Group does not own 100% of the Class B interests, one or more other Class B members. These LLCs are referred to as institutional equity partnerships (IEps). The Group’s relationship with the Class A institutional investors and other Class B members is established through a LLC operating agreement. That operating agreement contains rules by which the cash flows and tax benefits, including production Tax Credits (pTCs) and accelerated depreciation, generated by the wind farms are allocated between the Class A and Class B members during the life of the wind farms. The Class A institutional investors purchase their partnership interests for an upfront cash payment. This payment is fixed so that the investors, from the date that they purchase their interest, anticipate earning an agreed targeted internal rate of return by the end of the ten-year period over which pTCs are generated. This anticipated return is computed based on the total anticipated benefit that the institutional investors will receive and includes the value of pTCs, allocated taxable income or loss and cash distributions. pursuant to the allocation rules specified in the LLC operating agreement, all operating cash flow is allocated to the Class B members until the earlier of a fixed date, or when the Class B members recover the amount of invested Class B capital. This is expected to occur between five to ten years from the initial closing date. Thereafter, all operating cash flow is allocated to the Class A institutional investors until they receive the targeted internal rate of return (the ‘Reallocation Date’). prior to the Reallocation Date, a significant part of the tax income and benefits generated by the partnerships are allocated to the Class A institutional investors, with any remaining benefits allocated to the Class B members. After the Reallocation Date, the Class A institutional investors retain a non-controlling interest for the duration of their membership in the LLC. The Group also has an option to purchase the Class A institutional investors’ residual interests at fair market value. Recognition of institutional equity partnerships The Group either controls or jointly controls the strategic and operating decisions of institutional equity partnerships. Notes 29 and 36 provide further details of controlled and jointly controlled partnerships. classification of institutional equity partnerships Class A institutional investors’ and Class B members’ investments in institutional equity partnership structures are classified as liabilities in the financial statements of the Group as the partnerships have limited lives and the allocation of income earned is governed by contractual agreements over the life of the investment. The following should be noted: n Should future operational revenues from the US wind farms be insufficient, there is no contractual obligation on the Group to repay the liabilities; n Balances outstanding (Class A institutional investors and Class B non-controlling members) do not impact the Group’s lending covenants; and n There is no exit mechanism by which investors can require repayment of their remaining capital and consequently there is no re-financing risk for the IEps. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 91 19. INSTITUTIoNAL EQUITY pARTNERSHIpS CLASSIFIED AS LIABILITIES continued The following table includes the components of institutional equity partnerships classified as liabilities: Class A member liabilities; non-controlling interests relating to Class B members and deferred revenue. cLaSS a mEmBERS cLaSS B mEmBERS ToTaL 2012 $’000 2011 $’000 2012 $’000 2011 $’000 2012 $’000 2011 $’000 645,965 (15,228) 879,164 (1,207) 54,451 (12,392) 82,445 (16,439) 700,416 (27,620) 961,609 (17,646) components of institutional equity partnerships: at 1 July Distributions/financing Value of production tax credits offset against Class A liability Value of tax losses offset against Class A liability1 Allocation of return on outstanding Class A liability Movement in residual interest (Class A) Non-controlling interest (Class B) (78,519) (81,939) (1,279) (14,936) 42,830 8,924 – 46,950 (6,317) – – – – – 7,426 2,572 Foreign exchange loss/(gain) 29,616 (175,750) 632,309 645,965 52,057 at 30 June deferred revenue: at 1 July Benefits deferred during the period Foreign exchange loss/(gain) at 30 June 1 This comprises the following tax-effected components: Total taxable income before accelerated tax depreciation Accelerated tax depreciation Value of tax losses offset against class a liability 20. CONTRIBUTED EqUITY fully paid stapled securities/shares opening balance Issue of securities – Distribution reinvestment plan (i) Capital distribution closing balance attributable to: Equity holders of the parent Equity holders of the other stapled securities (non-controlling interests) – – – – 4,591 (16,146) 54,451 (78,519) (81,939) (1,279) (14,936) 42,830 8,924 7,426 32,188 46,950 (6,317) 4,591 (191,896) 684,366 700,416 436,560 16,244 19,963 507,671 35,237 (106,348) 472,767 436,560 1,157,133 1,136,976 41,407 (42,686) (1,279) 47,761 (62,697) (14,936) 2012 no. ’000 2012 $’000 2011 no. ’000 2011 $’000 762,266 761,642 – – – – 760,374 1,892 – 783,545 981 (22,884) 762,266 761,642 762,266 761,642 2012 $’000 2011 $’000 2,305 759,337 2,305 759,337 761,642 761,642 Stapled securities entitle the holder to participate in dividends from IEL and IEBL and in distributions from IET. The holder is entitled to participate in the proceeds on winding up of the stapled entities in proportion to the number of and amounts paid on the securities held. 92 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 20. CoNTRIBUTED EQUITY continued (i) distribution reinvestment plan prior to 14 June 2011, Infigen operated a distribution reinvestment plan (DRp) under which holders of stapled securities may have elected to have all or part of their distribution entitlements satisfied by the issue of new stapled securities rather than by being paid in cash. The stapled securities issued under the DRp were allotted based on the weighted average ‘market price’ for Infigen stapled securities sold on the ASX over the 10 trading days ending on the trading day which was three trading days before the date that the securities were to be allotted under the DRp. 21. RESERVES Foreign currency translation Hedging Acquisition Share-based payment Attributable to: Equity holders of the parent Equity holders of the other stapled securities (non-controlling interests) a) foreign currency translation reserve Balance at beginning of financial year Movements increasing/(decreasing) recognised: Translation of foreign operations Disposal of foreign operations Balance at end of financial year 2012 $’000 (50,472) (151,064) (47,675) 2,705 2011 $’000 (60,994) (82,545) (47,675) 3,774 (246,506) (187,440) (246,506) (187,440) – – (246,506) (187,440) 2012 $’000 2011 $’000 (60,994) (15,477) 10,522 – 10,522 (48,069) 2,552 (45,517) (50,472) (60,994) Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation reserve, as described in Note 1(m). The reserve is recognised in profit and loss when the net investment is disposed of. b) hedging reserve Balance at beginning of financial year Movement increasing/(decreasing) recognised: Interest rate swaps Deferred tax arising on hedges Balance at end of financial year 2012 $’000 2011 $’000 (82,545) (129,188) (84,117) 15,598 (68,519) 58,552 (11,909) 46,643 (151,064) (82,545) The hedging reserve is used to record movements on a hedging instrument in a cash flow hedge that are recognised directly in equity, as described in Note 1(j). Amounts are recognised in profit and loss when the associated hedged transaction settles. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 93 21. RESERVES continued c) acquisition reserve Balance at beginning and end of financial year Balance at end of financial year 2012 $’000 (47,675) (47,675) 2011 $’000 (47,675) (47,675) The acquisition reserve relates to the acquisition of non-controlling interests in entities over which Infigen Energy already exerted control. Therefore, the acquisition of these non-controlling interests did not result in a change of control but was an acquisition of the minority shareholders. These transactions are treated as transactions between owners of the Group. The difference between the purchase consideration and the amount by which the non-controlling interest is adjusted, has been recognised in the acquisition reserve. d) Share-based payment reserve Balance at beginning of financial year Share-based payments expense1/(benefit) Balance at end of financial year 2012 $’000 3,774 (1,069) 2,705 2011 $’000 3,155 619 3,774 1 The share-based payments reserve is used to recognise the fair value of performance rights/units and options issued to employees but not exercised. Refer Note 25 for further detail. 22. RETAINED EARNINGS Balance at beginning of financial year Net loss attributable to stapled security holders Balance at end of financial year Attributable to: Equity holders of the parent Equity holders of the other stapled securities (non-controlling interests) 23. EARNINGS PER SECURITY/SHARE a) Basic and diluted earnings per stapled security/parent entity share: Parent entity share From continuing operations From discontinued operations Total basic and diluted earnings per share1 Stapled security From continuing operations From discontinued operations Total basic and diluted earnings per security1 2012 $’000 66,574 (55,877) 10,697 31,825 (21,128) 10,697 2011 $’000 127,568 (60,994) 66,574 87,020 (20,446) 66,574 2012 cents per security 2011 cents per security (7.2) – (7.2) (7.3) – (7.3) (3.3) (4.6) (7.9) (3.4) (4.6) (8.0) 1 The number of options outstanding have not been included in the calculation of diluted EpS as they are anti-dilutive. Refer to Note 25 for the number of options outstanding. 94 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 23. EARNINGS pER SECURITY/SHARE continued b) Reconciliation of earnings used in calculating earnings per security/share The earnings and weighted average number of securities/shares used in the calculation of basic and diluted earnings per security/share are as follows: Earnings attributable to the parent entity shareholders From continuing operations From discontinued operations Total earnings attributable to the parent entity shareholders Earnings attributable to the stapled security holders From continuing operations From discontinued operations Total earnings attributable to the stapled security holders c) Weighted average number of shares used as the denominator Weighted average number of securities/ shares for the purposes of basic earnings per security/share Weighted average number of securities/ shares for the purposes of diluted earnings per security/share 24. DISTRIBUTIONS PAID 2012 $’000 2011 $’000 (55,195) – (25,105) (34,985) (55,195) (60,090) (55,877) – (26,009) (34,985) (55,877) (60,994) 2012 no.’000 762,266 762,266 2011 no.’000 761,341 761,341 2012 2011 cents per security Total $’000s cents per security Total $’000s Recognised amounts ordinary securities Final distribution in respect of 2011 year of nil cents per stapled security (2010: 2.0 cents paid in September 2010, 100% tax deferred). Interim distribution in respect of 2012 year of nil cents per stapled security (2011: 1.0 cents paid in March 2011, 100% tax deferred). – – Distributions paid in cash or satisfied by the issue of new stapled securities under the Distribution Reinvestment plan during the year ended 30 June 2012 and the year ended 30 June 2011 were as follows: paid in cash Satisfied by the issue of stapled securities – – – – – – 2.0 1.0 15,272 7,612 22,884 21,903 981 22,884 on 14 June 2011, Infigen announced that it has suspended distributions for years ending 30 June 2012 and 30 June 2013. on 14 June 2011, the Directors of Infigen declared the total distribution for the financial year ended 30 June 2011 to be 1.0 cent per stapled security being the amount declared for the interim distribution and paid on 17 March 2011. of the $15,272,000 final distribution in respect of 2010, $627,000 (4.1%) of distributions were settled through the issue of stapled securities under the Distribution Reinvestment plan. of the $7,612,000 interim distribution in respect of 2011, $354,000 (4.65%) of distributions were settled through the issue of stapled securities under the Distribution Reinvestment plan. The parent entity has franking credits of $6,228,093 for the year ended 30 June 2012 (2011: $6,228,093). InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 95 25. SHARE-BASED PAYMENTS a) Employee equity plan (formerly known as the performance rights, performance units and options plan) Equity Plan arrangements for the fy09, fy10, fy11 and fy12 grants Senior Managers have received a long-term incentive award under the Infigen Energy Equity plan (“Equity plan”) that encompass: n n n n the Senior Manager’s long-term incentive opportunity for FY09; the Senior Manager’s long-term incentive award for FY10; the Senior Manager’s long-term incentive award for FY11; and the Senior Manager’s long-term incentive award for FY12. Performance conditions of awards granted under the Equity Plan n The FY09 plan participants received 50% of their award in the form of performance rights/units and 50% in the form of options awarded to participants in two tranches of equal value (Tranche 1 and Tranche 2). In FY10 and FY11 plan participants received 100% performance rights or units in two tranches of equal value (Tranche 1 and Tranche 2). In FY12 plan participants received 100% performance rights or units in two tranches of equal value (Tranche 1 and Tranche 2). n n The measures used to determine performance and the subsequent vesting of performance rights/units and options are Total Shareholder Return (TSR) and a financial performance test. The vesting of Tranche 1 of the performance rights/units and Tranche 1 of the options is subject to the TSR condition, while Tranche 2 of the performance rights/units and Tranche 2 of the options is subject to an operational performance condition. The operational performance condition is determined by an earnings before interest, taxes, depreciation and amortisation (EBITDA) test. Performance rights Performance units options Period 2009 Tranche 1 TSR condition Tranche 2 operational performance condition 2010 Tranche 1 TSR condition Tranche 2 operational performance condition N/A N/A N/A N/A 2011 Tranche 1 TSR condition TSR condition Tranche 2 operational performance condition operational performance condition 2012 Tranche 1 TSR condition TSR condition Tranche 2 operational performance condition operational performance condition TSR condition 01 January 2009 – 31 December 2011 operational performance condition 1 July 2008 – 30 June 2011* N/A N/A N/A N/A N/A N/A 30 September 2010 – 30 June 2012 30 September 2010 – 30 June 2012 30 September 2010 – 30 June 2013 30 September 2010 – 30 June 2013 01 July 2011 – 30 June 2014 01 July 2011 – 30 June 2014 * Subject to re-testing at 31 December 2012. Based on current information, vesting conditions are not expected to be met. TSR condition (applicable to Tranche 1 performance rights or units and Tranche 1 options): TSR measures the growth in the price of securities plus cash distributions notionally reinvested in securities. In order for the Tranche 1 performance rights and the Tranche 1 options to vest, the TSR of Infigen will be compared to companies in the S&p/ASX 200 (excluding financial services and the materials/ resources sectors). For the purpose of calculating the TSR measurement, the security prices of each company in the S&p/ASX 200 (as modified above) and of Infigen will be averaged over the 30 trading days preceding the start and end date of the performance period. 96 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 25. SHARE-BASED pAYMENTS continued The percentage of the Tranche 1 performance rights or units and Tranche 1 options that vest are as follows: Infigen’s TSR performance compared to the relevant peer group % of 2009, 2010 & 2011 Tranche 1 performance rights/units and Tranche 1 options to vest % of 2012 Tranche 1 performance rights/ units to vest 0 to 49th percentile Nil Nil 50th percentile 51st 75th percentile 50% –98% of the Tranche 1 performance Rights will vest (i.e. for every percentile increase between 50% and 74% an additional 2% of the Tranche 1 performance Rights will vest) 76th to 95th percentile 96th to 100th percentile 100% 100% 25% of the Tranche 1 performance Rights will vest 27% – 75% (i.e. for every percentile increase between 51% and 75% an additional 2% of the Tranche 1 performance Rights will vest) 76.25% – 100% (i.e. for every percentile increase between 76% and 95% an additional 1.25% of the Tranche 1 performance Rights will vest) 76.25% – 100% (i.e. for every percentile increase between 76% and 95% an additional 1.25% of the Tranche 1 performance Rights will vest) operational Performance condition (applicable to Tranche 2 performance rights/units and Tranche 2 options): the vesting of the Tranche 2 performance rights or units and Tranche 2 options is subject to an operational performance condition. The operational performance condition will test the multiple of EBITDA to Capital Base, with the annual target being a specified percentage increase in the multiple over the year. The Capital Base will be measured as equity (net assets) plus net debt. Both the EBITDA and Capital Base will be measured on a proportionately consolidated basis to reflect Infigen’s economic interest in all investments. Set out below are summaries of performance rights and options that have been granted under the plan: deemed grant date Expiry date Exercise price Balance at start of the year granted during the year Lapsed during the year Balance at end of the year Vested and exercisable at end of the year number number number number number Performance rights 27 Mar 2009 (FY09 plan) 30 Sept 2010 (FY10 plan) 30 Sept 2010 (FY11 plan) 22 Dec 2011 (FY12 plan) Total Performance units N/A N/A N/A N/A N/A N/A N/A N/A 2,354,058 209,118 2,004,806 – – – (1,177,029) 1,177,029 – 209,118 (61,634) 1,943,172 – 2,608,098 – 2,608,098 4,567,982 2,608,098 (1,238,663) 5,937,417 29 June 2011 (FY11 plan) N/A N/A Total options 126,866 126,866 27 Mar 2009 (FY09 plan) 31 Dec 2013 $0.897 10,690,027 Total Weighted average exercise price 10,690,027 $0.897 – – – – – – – 126,866 126,866 (5,345,013) 5,345,014 (5,345,013) 5,345,014 $0.897 $0.897 – – – – – – – – – InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 97 25. SHARE-BASED pAYMENTS continued Fair value of performance rights and options granted 2009 2010 2011 2012 Tranche 1 Tranche 2 Tranche 1 Tranche 2 Tranche 1 Tranche 2 Tranche 1 Tranche 2 grant date Performance rights Performance units options 27 March 2009 27 March 2009 30 September 2010 30 September 2010 30 September 2010/29 June 2011 30 September 2010/29 June 2011 22 December 2011 22 December 2011 0.543 0.708 0.439 0.696 0.439 0.696 0.091 0.255 N/A N/A N/A N/A 0.19 0.23 N/A N/A 0.207 0.211 N/A N/A N/A N/A N/A N/A The fair values of performance rights, performance units and options at grant date are determined using market prices and a model that takes into account the exercise price, the term of the performance right, unit or option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the performance right or option. The model inputs for performance rights, performance units and options granted include: n performance rights/units and options are granted for no consideration and vest in accordance with the TSR condition and the operational performance condition outlined above for Tranche 1 and Tranche 2, respectively. performance rights/units have a nil exercise price and vest automatically as stapled securities for rights and as cash for units. Vested options are exercisable until 31 December 2013. n Exercise price for options: $0.897 n Grant dates: 27 March 2009 (FY09 plan), 30 September 2010 (FY10 plan), 30 September 2010 (FY11 rights plan) ; 29 June 2011 (FY11 unit plan); 22 December 2011 (FY12 plan) n Expiry date of options: 31 December 2013 n Security price at grant date: $0.86 (FY09 plan), $0.735 (FY10 plan), $0.735 (FY11 rights plan), $0.35 (FY11 unit plan), $0.255 (FY12 plan) n Expected price volatility of the company’s stapled securities: 49% (FY09 plan), 42% (FY10 plan), 42% (FY11 plan), 81% (FY12 plan) n Expected dividend yield: 8.6% (FY09 plan), 2.0% (FY10 plan), 2.0% (FY11 rights plan), 0% (FY11 unit plan), 0% (FY12 plan) n Risk free interest rate: 3.96% (FY09 plan), 4.79% (FY10 plan), 4.79% (FY11 rights/unit plans), 3.91% (FY12 plan) Where performance rights, performance units and options are issued to employees of subsidiaries within the Group, the expense in relation to these performance rights, performance units and options is recognised by the relevant entity with the corresponding increase in stapled securities. b) Expenses arising from share based payment transactions Total expenses arising from share based payment transactions recognised during the period as part of employee benefit expense were as follows: performance rights, units and options issued (net of lapsed awards) under the plans – current year Write-back prior years long-term share-based incentive expense allocation 2012 $’000 807 (1,961) (1,154) 2011 $’000 619 – 619 In addition to the amounts above, it is expected that a further $1,045,625 of expenses relating to short-term incentives will be settled in the form of share-based payments at the end of a deferral period. 98 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 26. COMMITMENTS FOR EXPENDITURE a) capital expenditure commitments Capital expenditure commitments 2012 $’000 1,690 2011 $’000 21,569 Capital expenditure commitments in year ended 30 June 2012 include commitment arrangements relating to IT projects and solar energy projects. Capital expenditure commitments in the year ended 30 June 2011 related to the construction of wind farms. b) Lease commitments Non-cancellable operating lease commitments are disclosed in Note 28 to the financial statements. 27. CONTINGENT LIABILITIES contingent liabilities Letters of credit 2012 $’000 42,151 42,151 2011 $’000 49,789 49,789 Letters of credit generally relate to wind farm construction, operations and decommissioning and represent the maximum exposure. No liability was recognised by the parent entity of the Group in relation to these letters of credit, as their combined fair value is immaterial. Kumeyaay dispute Kumeyaay Wind LLC (“Kumeyaay”) has a long running dispute with Gamesa Wind U.S., LLC (“Gamesa”) regarding liability to pay for site repairs and the replacement of all 75 turbine blades at the Kumeyaay wind farm in California following a storm event and utility power outage in December 2009. The Group owns 100% of the Class B interests in Kumeyaay. Since December 2009, Kumeyaay has maintained a firm position that these repair costs and the associated production losses are matters covered by Gamesa’s turbine manufacturer’s warranty or, if not, then by Kumeyaay’s property damage and business interruption insurance. Gamesa and Kumeyaay are currently engaged in legal proceedings against each other to determine liability to pay for the repair work and the associated production losses. Gamesa’s claim against Kumeyaay totals approximately US$34.5 million in respect of that repair work. Kumeyaay is contesting Gamesa’s claim vigorously and denies that it has any liability to pay for the repair work. If it is ultimately determined that the repairs undertaken by Gamesa at the Kumeyaay wind farm are not covered by Gamesa’s warranties, then Kumeyaay will pursue its insurer for the costs of any such non-warranty repairs and the lost production. No recognition has been made in the financial statements in respect of the claim by Gamesa as the Directors consider the likelihood of loss arising from the claim to be remote. Kumeyaay is also pursuing other warranty related claims against Gamesa totalling approximately US$10.3 million in the same proceedings. The Directors are of the opinion that it is premature to recognise any amounts in relation to these claims in the financial statements. The disputes are being adjudicated in pennsylvania state court under the case name: Gamesa Wind U.S., LLC vs. Kumeyaay Wind LLC, et al., Court of Common pleas of Bucks County, pennsylvania (Case No. 2011-09405). InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 99 27. CoNTINGENT LIABILITIES continued allegheny, gSg, Bear creek and mendota hills disputes The Group has Class B interests in the following companies (“US project Companies”): name of entity Allegheny Ridge Wind Farm LLC Wind park Bear Creek LLC GSG LLC Mendota Hills LLC class B ownership 100% 59.3% 100% 100% The US project Companies and Gamesa are currently engaged in legal proceedings against each other in relation to various disputes. Further details of these disputes are set out below. These disputes are being adjudicated in the same court proceedings as the Kumeyaay dispute, namely, Gamesa Wind U.S., LLC vs. Kumeyaay Wind LLC, et al., Court of Common pleas of Bucks County, pennsylvania (Case No. 2011-09405). In these proceedings, the US project Companies utilising Gamesa turbines at the Allegheny, GSG, Bear Creek and Mendota Hills wind farms have filed claims against Gamesa over, amongst other things, Gamesa’s failure to (i) complete certain end of warranty work, (ii) pay certain liquidated damages associated with turbine availability warranties, and (iii) pay for certain production losses associated with the end of warranty work. These claims total approximately US$17.6 million. Allegheny Ridge Wind Farm LLC has also filed claims against Gamesa and certain of its related entities totalling approximately US$1.0 million in relation to certain matters associated with the development and construction of the Allegheny wind farm. Gamesa has filed its own claims against those four US project Companies totalling approximately US$1.9 million. In addition, the US project Companies that own the Allegheny, GSG and Bear Creek wind farms consider that the blades on Gamesa’s G87 turbines at these wind farms suffer from design and manufacturing defects which render those blades susceptible to failure potentially well in advance of their specified design life. These US project Companies are seeking compensation of approximately US$119 million from Gamesa for the cost of replacing those turbine blades. If these blade defect claims are successful then the Allegheny, GSG and Bear Creek wind farms will not be faced with the probable costs of premature blade replacement from this cause. The future cost of blade failures at Allegheny, GSG and Bear Creek will otherwise depend on future failure rates and timing, blade and rotor replacement costs, and the cost of lost production. disposal of businesses Under the sale agreements relating to the disposal of the Group’s previously owned Spanish, portuguese, French and German assets, the Group has provided certain warranties and indemnities in favour of the buyers of those assets. No claims have been made by the relevant buyers under these warranties and indemnities. Under the sale agreements relating to the disposal of the Group’s interests in certain development projects and entities to National power partners (“Npp”) in March 2011, the Group has provided certain warranties and indemnities in favour of the buyers of those assets. No claims have been made under these warranties and indemnities. deed of cross guarantee Under the terms of ASIC Class order 98/1418 (as amended by Class order 98/2017) certain wholly-owned controlled entities have been granted relief from the requirement to prepare audited financial reports. Infigen Energy Limited has entered into an approved deed of indemnity for the cross-guarantee of liabilities with those controlled entities (refer to Note 30). 28. LEASES operating leases The Group leases land for its wind farms under non-cancellable operating leases expiring within 20 to 55 years. The leases have varying terms, escalation clauses and renewal rights. commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 2012 $’000 2011 $’000 8,010 31,114 124,473 163,597 8,382 29,988 123,835 162,205 100 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 29. SUBSIDIARIES name of entity Parent entity * Infigen Energy Limited other stapled entities Infigen Energy (Bermuda) Limited Infigen Energy Trust Subsidiaries of the parent and other stapled entities Allegheny Ridge Wind Farm LLC Aragonne Wind LLC Aragonne Wind Investments LLC Bodangora Wind Farm pty Ltd Blue Canyon 1 Member LLC Buena Vista Energy LLC * Capital East Solar pty Limited * Capital Wind Farm 2 pty Limited *# Capital Wind Farm Holdings pty Limited * Capital Wind Farm (BB) Trust Caprock Wind LLC Caprock Wind Investments LLC Caprock Wind Member LLC CCWE Holdings LLC Cedar Creek Wind Energy LLC Cedar Creek Wind 1 Member LLC Cherry Tree Wind Farm pty Ltd Combine Hills 1 Member LLC Crescent Ridge Holdings LLC Crescent Ridge LLC * CS CWF Trust CS Walkaway Trust * * * * * * * * * * Flyers Creek Wind Farm pty Ltd Forsayth Wind Farm pty Limited GSG LLC IFN Crescent Ridge LLC Infigen Energy Management Holdings LLC Infigen Energy Europe pty Limited Infigen Energy Europe 2 pty Limited Infigen Energy Europe 3 pty Limited Infigen Energy Europe 4 pty Limited Infigen Energy Europe 5 pty Limited Infigen Energy Germany Holdings pty Limited Infigen Energy Germany Holdings 2 pty Limited Infigen Energy Germany Holdings 3 pty Limited Infigen Energy Verwaltungs GmbH ^ Infigen Energy (Niederrhein) Limited ^ Infigen Energy (Eifel) Ltd Infigen Energy GmbH Infigen Energy Holdings Sarl Infigen Energy Germany Holdings Sarl Infigen Energy Vest Holdings Sarl ^ Infigen Energy Gesa Holdings Sarl oWnERShIP InTEREST country of incorporation 2012 % 2011 % Australia Bermuda Australia USA USA USA Australia USA USA Australia Australia Australia Australia USA USA USA USA USA USA Australia USA USA USA Australia Australia Australia Australia USA USA USA Australia Australia Australia Australia Australia Australia Australia Australia Germany UK UK Germany Luxembourg Luxembourg Luxembourg Luxembourg 100%1 100%1 100%1 100% 100% 100%1 100% 100% 100% 100% 100%1 100%1 100% 67%1 67%1 100% 100% 100% 75%1 75%1 100% 100% 100% 100% 100%1 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%1 100%1 100%1 100% 100% 100%1 – 100% 100% 100% 100%1 100%1 100% 67%1 67%1 100% 100% 100% 75%1 75%1 100% 100% 100% 100% 100%1 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 101 29. SUBSIDIARIES continued name of entity ^ Infigen Energy Nor Holdings Sarl Infigen Energy US LLC * * * * * * * * * * * * * * * * * * * Infigen Energy T Services pty Limited Infigen Energy Custodian Services pty Limited Infigen Energy Development Holdings pty Limited Infigen Energy Development pty Ltd Infigen Energy Services Holdings pty Limited Infigen Energy Services pty Limited Infigen Energy RE Limited Infigen Energy Investments pty Limited Infigen Energy Markets pty Limited Infigen Energy US partnership Infigen Energy US Corporation Infigen Energy (US) pty Limited Infigen Energy (US) 2 pty Limited Infigen Energy Finance (Australia) pty Limited Infigen Energy Finance (Germany) pty Limited Infigen Energy Finance (Lux) Sarl Infigen Energy (Malta) Limited Infigen Energy Holdings pty Limited Infigen Energy Niederrhein pty Limited Infigen Asset Management LLC Infigen Management Services LLC Kumeyaay Holdings LLC Kumeyaay Wind LLC Kumeyaay Wind Member LLC Lake Bonney Wind power pty Limited Lake Bonney Wind power 2 pty Limited Lake Bonney Wind power 3 pty Limited *# Lake Bonney Holdings pty Limited * Lake Bonney 2 Holdings pty Limited Mendota Hills LLC * Npp LB2 LLC * Npp projects I LLC * Npp projects V LLC * Npp Walkaway pty Limited * Npp Walkaway Trust *# Renewable power Ventures pty Ltd RpV Investment Trust Sweetwater 1 Member LLC Sweetwater 2 Member LLC Sweetwater 3 Member LLC Sweetwater 4-5 Member LLC *# Walkaway Wind power pty Limited * Walkaway (BB) pty Limited Walkaway (BB) Trust * Walkaway (oS) pty Limited Woakwine Wind Farm pty Ltd Wind park Jersey Member LLC Wind portfolio I Member LLC Wind portfolio Holdings I LLC country of incorporation Luxembourg USA Australia Australia Australia Australia Australia Australia Australia Australia Australia USA USA Australia Australia Australia Australia Luxembourg Malta Australia Australia USA USA USA USA USA Australia Australia Australia Australia Australia USA USA USA USA Australia Australia Australia Australia USA USA USA USA Australia Australia Australia Australia Australia USA USA USA oWnERShIP InTEREST 2012 % 2011 % 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%1 100%1 100% 100% 100% 100% 100% 100% 100%1 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%1 100%1 100% 100% 100% 100% 100% 100% 100%1 100% 100% 100% 100% 100% 100% 100% 100%1 100%1 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%1 100%1 102 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 29. SUBSIDIARIES continued name of entity * Woodlawn Wind Holdings pty Limited * Woodlawn Wind pty Ltd *# WWp Holdings pty Limited BBWp Holdings (Bermuda) Limited * Infigen Energy US Holdings pty Limited Infigen Energy US Development LLC Infigen Energy Solar one LLC pumpjack Solar I LLC Wildwood Solar I LLC Rio Bravo Solar I LLC Limestone Solar I LLC Mesquite Solar I LLC Wildwood Solar II LLC Tortolita Solar I LLC Mexia Solar I LLC Sandy Hills Solar I LLC Mustang Solar I LLC * Denotes a member of the IEL tax consolidated group. 1 Class B Member interest. 2 Equity member interest. country of incorporation Australia Australia Australia Bermuda Australia USA USA USA USA USA USA USA USA USA USA USA USA oWnERShIP InTEREST 2012 % 100% 100% 100% 100% 100% 100% 100% 100%2 100%2 100%2 100%2 100%2 100%2 100%2 100%2 100%2 100%2 2011 % 100% 100% 100% 100% – – – – – – – – – – – – – # Entered into a class order 98/1418 and related deed of cross guarantee with Infigen Energy Limited removing the requirement for the preparation of separate financial statements (refer Note 30). ^ placed into voluntary liquidation during 2012. 30. DEED OF CROSS GUARANTEE Set out below is a consolidated statement of comprehensive income statement and balance sheet, comprising the company and its controlled entities which are parties to the Deed of Cross Guarantee (refer Note 29), after eliminating all transactions between parties to the Deed. The Deed of Cross Guarantee was executed on 18 June 2012, and therefore no comparative information is applicable. consolidated statement of comprehensive income Revenue from continuing operations other income operating expenses Depreciation and amortisation expense Interest expense other finance costs net profit before income tax Income tax expense net profit after income tax net profit for the year other comprehensive income – movements through equity Changes in the fair value of cash flow hedges, net of tax Exchange difference on translation of foreign operations Total comprehensive loss for the year, net of tax 2012 $’000 62,877 2,897 (11,851) (23,691) (26,453) (336) 3,443 (3,319) 124 124 (46,388) 43,984 (2,280) InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 103 30. DEED oF CRoSS GUARANTEE continued a) consolidated balance sheet current assets Trade and other receivables Derivative financial asset Inventory Total current assets non-current assets Receivables Shares in controlled entities property, plant and equipment Deferred tax assets Total non-current assets Total assets current liabilities Trade and other payables Borrowings Derivative financial instruments Total current liabilities non-current liabilities Borrowings provisions Total non-current liabilities Total liabilities net assets Equity Contributed equity Reserves Retained earnings Total equity 2012 $’000 764,110 3,241 469 767,820 5,337 95,543 433,147 39,767 573,794 1,341,614 1,324,749 56,000 6,847 1,387,596 (57,771) 702 (57,069) 1,330,527 11,087 2,305 (7,205) 15,987 11,087 31. ACqUISITION OF BUSINESSES year ended 30 June 2012 (i) Transaction with Pioneer green Solar In February 2012, the Group completed a transaction with renewable energy project developer pioneer Green Solar (pioneer) in relation to the ownership of certain solar development projects in the United States. Under the terms of the transaction, the Group acquired 100% of the equity interests in a number of solar development projects. As full consideration for the acquisition of equity interests in the solar development project entities, the Group paid USD650,000 (AUD 606,000) in cash to pioneer Green Solar in February 2012. year ended 30 June 2011 (i) Transaction with national Power Partners In March 2011, the Group completed a transaction with renewable energy project developer National power partners (Npp) in relation to the ownership of certain wind farm development projects in its Australian wind energy development pipeline. Under the terms of the transaction, the Group acquired the remaining 50% interest in the Bodangora (NSW), Flyers Creek (NSW), Cherry Tree (VIC) and Woakwine (SA) development projects which it did not already own. Each remaining 50% interest in the ordinary shares in the development entities was acquired at a nominal value which represented the fair value of the acquired entity’s net assets. In connection with the acquisition of the ordinary shares for nominal value, the Group acquired development rights of $7,240,000 relating to the Bodangora, Flyers Creek, Cherry Tree and Woakwine development projects, which was paid for by the assignment of receivables to Npp of $450,000, offset of loans and payables by Npp to the Group of $2,447,000, exchange of the Group’s interests in the Npp Acquired projects for $1,389,000, disposal of development rights in the Npp Acquired projects for $1,851,000 and a cash payment of $1,103,000. 104 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 32. RELATED PARTY DISCLOSURES a) Equity interests in related parties Details of the percentage ownership held in subsidiaries are disclosed in Note 29 to the financial statements. b) Key management personnel disclosures Details of key management personnel remuneration are disclosed in Note 8 to the financial statements. c) other related party transactions At the year end the Group was owed an amount of $1,348,000 (2011: $1,218,000) from various associated entities. The Group received $nil (2011: $7,936,000) interest income from German entities which were disposed of on 29 June 2011. d) Parent entities The parent entity in the Group is IEL. The ultimate Australian parent entity is IEL. The ultimate parent entity is IEL. 33. SUBSEqUENT EVENTS Since the end of the financial year, in the opinion of the directors, there has not been any transaction or event of a material or unusual nature likely to affect significantly the operations or affairs of the Group in future financial periods. 34. NOTES TO THE CASH FLOW STATEMENTS 2012 $’000 2011 $’000 a) Reconciliation of cash and cash equivalents For the purposes of the cash flow statements cash and cash equivalents includes cash on hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows: Cash and cash equivalents 126,703 304,875 b) non-cash financing and investing activities Distribution reinvestment plan (Note 24) – – 981 981 c) Restricted cash balances As at 30 June 2012 $18,474,457 (2011: $23,755,291) of cash is held in escrow in relation to payments retained by the Group under turbine supply and wind farm construction contracts, as well as the decommissioning of certain sites. 35. FINANCIAL RISK MANAGEMENT The Group is exposed to a variety of financial risks: market risk (including currency risk, interest rate risk and electricity price risk), credit risk and liquidity risk. The principal financial instruments that give rise to these risks comprise cash, receivables, payables and interest bearing debt. Risk management is carried out by the Group’s corporate treasury function under policies approved by the Board. The Group’s treasury department identifies, evaluates and hedges certain financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. The Group’s treasury policy provides a framework for managing the financial risks of the Group. The key philosophy of the Group’s treasury policy is risk mitigation. The Group’s treasury policy specifically does not authorise any form of speculation. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to manage potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments to hedge certain risk exposures. In line with the Group’s treasury policy derivatives are exclusively used for risk management purposes, not as trading or other speculative instruments. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 105 35. FINANCIAL RISK MANAGEMENT continued a) market risks (i) Interest rate risks The Group’s income and operating cash flows are exposed to interest rate risk as it borrows funds at floating interest rates. The risk is managed by fixing a portion of the floating rate borrowings, by use of interest rate derivatives. During 2012 and 2011, the Group’s borrowings at variable rates were denominated in Australian Dollars, US Dollars and Euros. A high percentage of the face value of debt in each of the relevant currencies is hedged using interest rate derivatives. The table below shows a breakdown of the Group’s interest rate debt and interest rate derivative positions. In undertaking this strategy the Group is willing to forgo a percentage of the potential economic benefit that would arise in a falling interest rate environment, in order to partially protect against downside risks of increasing interest rates and to secure a greater level of predictability for cash flows. Under interest rate derivative contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. The fair values of interest rate derivatives are based on market values of equivalent instruments at the reporting date and are disclosed below. The average interest rate is based on the outstanding balances at the start of the financial year. The following tables detail the notional principal amounts and remaining terms of interest rate derivative contracts outstanding as at reporting date: outstanding pay fixed/receive floating interest rate swaps Fixed swap – AUD – GF Fixed swap – AUD – Woodlawn Fixed swap – Euro – GF Fixed swap – US dollar – GF aVERagE conTRacTEd fIXEd InTEREST RaTE noTIonaL PRIncIPaL amounT faIR VaLuE 2012 % 6.77 4.48 4.93 5.29 2011 % 6.68 – 4.87 5.28 2012 $’000 531,685 42,348 98,961 301,210 2011 $’000 586,248 – 142,432 346,480 2012 $’000 (83,594) (1,111) (20,365) (79,237) 2011 $’000 (31,895) – (16,635) (53,139) 974,204 1,075,160 (184,307) (101,669) Bank debt as at balance date The table below details the total amount of debt and breakdown of fixed and floating debt the Group held at 30 June 2012. The Global Facility debt is denominated in AUD, USD and EUR and the debt is re-priced every 6 months. n AUD debt is priced using the 6 month BBSW rate plus the defined facility margin. n EUR debt is priced using the 6 month Euribor rate plus the defined facility margin. n USD debt is priced using the 6 month Libor rate plus the defined facility margin. The Woodlawn project finance debt is re-priced quarterly using the 3 month BBSY (AUD) rate plus the defined facility margin. The current floating rate debt detailed in the table below is not inclusive of the facility margin. The current average interest rate, pre-margin across all facilities, is 6.15% (2011: 5.61%) The current average margin across all facilities is 111 basis points (2011: 109 basis points). floating rate debt AUD debt – GF AUD debt – Woodlawn EUR debt – GF USD debt – GF fLoaTIng dEBT dEBT PRIncIPaL amounT 2012 % 3.44 3.56 0.86 0.73 2011 % 4.96 4.96 1.32 0.19 2012 $’000 7,695 10,171 17,039 68,958 2011 $’000 36,229 32,742 38,022 81,511 103,863 188,504 106 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 35. FINANCIAL RISK MANAGEMENT continued fixed rate debt AUD debt – GF AUD debt – Woodlawn EUR debt – GF USD debt – GF fIXEd dEBT dEBT PRIncIPaL amounT % of dEBT hEdgEd 2012 % 6.77 4.48 4.93 5.29 2011 % 6.68 – 4.87 5.28 2012 $’000 531,685 42,348 98,961 301,210 2011 $’000 586,248 – 142,432 346,480 974,204 1,075,160 2012 % 2011 % 99 81 85 81 90 89 – 79 81 83 Total debt 6.15 5.61 1,078,067 1,263,664 The table below shows the maturity profile of the interest rate swaps and interest rate caps as of 30 June 2012 and 30 June 2011. 2012 AUD swaps GF AUD swap Woodlawn EUR swaps GF USD swaps GF AUD interest rate caps 2011 AUD swaps GF EUR swaps GF USD swaps GF AUD interest rate caps fair value undiscounted fair value up to 12 months 1 to 5 years after 5 years aud$’000 aud$’000 aud$’000 aud$’000 aud$’000 (83,196) (1,111) (20,365) (79,237) 579 (94,770) (1,153) (21,156) (82,791) 723 (17,676) (225) (4,084) (14,176) – (51,339) (929) (10,361) (47,509) 297 (25,754) – (6,710) (21,105) 426 (183,330) (199,147) (36,161) (109,841) (53,143) (31,895) (16,635) (53,139) 1,595 (38,023) (18,059) (55,638) 2,175 (11,052) (7,333) (17,078) 19 (18,873) (7,459) (32,611) 958 (8,098) (3,267) (5,949) 1,198 (100,074) (109,545) (35,444) (57,985) (16,116) The gain or loss from remeasuring the hedging instruments at fair value is deferred in equity in the hedging reserve, to the extent that the hedge is effective, and reclassified into profit and loss when the hedged interest expense is recognised. The ineffective portion is recognised in the income statement immediately. In the year ended 30 June 2012, a net loss of $8,675,342 was recorded (2011: $3,496,988 net gain) and included in finance costs. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 107 35. FINANCIAL RISK MANAGEMENT continued Sensitivity The sensitivity to interest rate movement of net result before tax and equity has been determined based on the exposure to interest rates at the reporting date. A sensitivity of 100 basis points has been selected across the 3 currencies to which the Group is exposed to floating rate debt: AUD, EUR, and USD. The 100 basis points sensitivity is reasonable as it is deemed to be flat across the yield curve. aud +100 bps aud -100 bps EuR +100 bps EuR -100 bps uSd +100 bps uSd -100 bps 2012 aud $’000 Effect on income statement Cash Borrowings Woodlawn Capitalised loan cost Derivatives – interest rate swaps Woodlawn Derivatives – interest rate cap Total income statement Effect on hedge reserve Derivatives – interest rate swaps Woodlawn Total hedge reserve Total effect on equity AUD EUR USD AUD EUR USD AUD AUD AUD EUR USD AUD AUD AUD EUR USD AUD 50,722 19,521 56,460 126,703 539,380 116,000 370,169 52,519 (8,854) 1,069,214 531,685 98,961 301,210 42,348 42,348 507 (507) 195 (13) 564 (67) (53) 53 (100) – 100 – 3,200 (3,200) – 331 – (195) (174) 174 (703) 352 – – – – 3,885 (3,749) 21 161 (139) 285 531,685 11,901 (11,901) 98,961 301,210 42,348 896 (896) 3,581 (3,581) 11,881 (11,881) 12,797 (12,797) 16,682 (16,546) 3,581 3,602 (3,581) 11,881 (11,881) (3,420) 11,742 (11,596) 108 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 35. FINANCIAL RISK MANAGEMENT continued aud +100 bps aud -100 bps EuR +100 bps EuR -100 bps uSd +100 bps uSd -100 bps 2011 aud $’000 Effect on income statement Cash Borrowings Finance lease Capitalised loan cost Derivatives – interest rate swaps Derivatives – interest rate cap Total income statement Effect on hedge reserve Derivatives – interest rate swaps AUD EUR USD AUD EUR USD EUR AUD AUD EUR USD AUD AUD EUR USD 137,663 140,594 26,618 304,875 655,219 180,454 427,991 – 1,252,417 586,248 142,432 346,480 44,000 586,248 142,432 346,480 1,377 (1,377) 1,406 (1,406) (690) 690 (380) 380 266 (266) (815) 815 (11,247) – – 3,561 (3,561) – – – – 1,068 5,316 (1,068) (5,316) 1,026 (1,026) (549) 549 – – 26,431 (26,431) 9,872 (9,872) 22,038 (22,038) Total hedge reserve Total effect on equity 26,431 (26,431) 9,872 (9,872) 22,038 (22,038) 31,747 (31,747) 10,898 (10,898) 21,489 (21,489) The effect on the Group’s net result is largely due to the Group’s exposure to interest rates on its non-hedged variable rate borrowings. The effect on hedge reserve is due to the effective portion of the change in fair value of derivatives that are designated as cash flow hedges. InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 109 35. FINANCIAL RISK MANAGEMENT continued (ii) foreign exchange risk operational fX risk The Group has wind farm operations in Australia and the US. The Group generates AUD and USD revenue from these operations. The Group is exposed to a decline in value of USD versus the AUD, decreasing the value of AUD equivalent revenue from its US wind farm operations. Equity fX risk The Group has an investment in its US wind farms that exceeds the value of its external USD debt. The Group is exposed to a decline in value of USD versus the AUD, decreasing the value of AUD equivalent value of its investment in the US wind farms. EuR debt fX risk The Group has a residual 93m EUR debt position from its previous investments in Spain, France and Germany. This legacy EUR debt is not offset with any operational EUR assets. The Group is exposed to a decline in value of AUD versus the EUR, increasing the AUD equivalent value of its EUR debt. The Group has partially hedged this EUR 93m exposure with: n EUR 30m Covered forward contract – Maturing March 2013 n EUR 15.8m cash holdings as a natural hedge against this debt The table below splits out the p&L and equity movements of this exposure 2012 EUR GF Debt EUR FWD FX EUR FWD Cover Cash EuR fX forward Summary 2012 EUR FX FWD EUR FWD Cover EuR Exposure EuR$’000 market value – fX derivatives aud$’000 fX gain/ Loss movement fy12 aud$’000 gain taken to P&L fy12 aud$’000 gain Equity – hedge accounted fy12 aud$’000 (93,356) 30,000 – 15,780 (47,576) – (6,846) 3,242 – (3,604) 11,016 (6,846) 3,242 (1,862) 5,550 11,016 (3,414) 3,242 (1,862) 8,982 – (3,432) – – (3,432) EuR Value fX covered fWd EuR$’000 30,000 – 30,000 fX Rate at inception aud/EuR Spot fX Rate aud/EuR maturity March 13 March 13 0.7028 0.7395 0.8079 0.8079 market Value financial asset/ Liability aud$’000 (6,846) 3,241 (3,605) The Group has a multi-currency corporate debt facility and where practicable aims to ensure the majority of its debt and expenses are denominated in the same currency as the associated revenue and investments. The Group’s balance sheet exposure to foreign currency risk at the reporting date is shown below. This represents the EUR and USD assets and liabilities the Group holds in AUD functional currency assets. 110 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 35. FINANCIAL RISK MANAGEMENT continued foreign currency (aud’000) Cash Trade receivables Short term intercompany loans FX Forward Contracts Net investment in foreign operations Trade payables Bank loans 2012 2011 EuR 19,161 – (10,156) 37,110 18,149 (14) uSd 40,520 – 5,383 – 266,440 (295) EuR 39,669 – 112,339 – 14,595 (163) (92,369) (37,547) (142,778) uSd 56,654 151 421 – 214,835 (107) (41,296) Total exposure (foreign currency’000) (28,119) 274,501 23,662 230,658 Sensitivity The following table details the Group’s pre-tax sensitivity to a 10 percent change in the AUD against the USD and the EUR, with all other variables held constant, as at the reporting date, for its unhedged foreign exchange exposure. A sensitivity of 10 percent has been selected. consolidated aud’000 2012 Income statement Foreign currency translation reserve 2011 Income statement Foreign currency translation reserve aud/EuR + 10 % aud/EuR - 10% aud/uSd + 10% aud/uSd - 10% 4,627 (1,814) (907) (1,459) (4,627) 1,814 (806) (26,644) 907 1,459 (1,582) (21,483) 806 26,644 1,582 21,483 (iii) Electricity and environment certificates (including Lgc) price risks The Group has wind farm operations in Australia and the US and sells electricity and environmental certificates to utility companies, an industrial customer and to wholesale markets in the regions it operates. The financial risk to the Group is that a decrease in the electricity or environmental certificate price reduces revenue earned. To mitigate the financial risks of electricity and environmental certificate prices falling, the Group has entered into power purchase agreements and green product purchase agreements to partially contract the sale price of the electricity and environmental certificates it produces. In undertaking this strategy of contracting a percentage of its electricity and environmental certificate sales, the Group is willing to forgo a percentage of the potential economic benefit that would arise in an increasing electricity and environmental certificate price environment, to protect against downside risks of decreasing electricity and environmental certificate prices; thereby securing a greater level of predictability of cash flows. Sensitivity The following table details the Group’s pre-tax sensitivity to a 10 percent change in the electricity and environmental certificate price, with all other variables held constant as at the reporting date, for its exposure to the electricity market. A sensitivity of 10 percent has been selected given the current level of electricity and environmental certificate prices and the volatility observed on an historic basis and market expectations for future movement. consolidated aud $’000 2012 Income statement 2011 Income statement Electricity/Lgc Price +10% Electricity/Lgc Price -10% 5,110 3,735 (5,110) (3,735) InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 111 35. FINANCIAL RISK MANAGEMENT continued b) credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks, as well as credit exposures to customers. The Group’s exposure is continuously monitored and the aggregate value of transactions is spread among creditworthy counterparties. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Infigen as a wind generator generally sells electricity to large utility companies that operate in the regions Infigen has wind farms. The utility companies are situated in Australia and in many different states of the US. No one utility company or other off take counterparty represents a significant portion of the total accounts receivable balance. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with credit ratings assigned by international credit-rating agencies at above investment grade. The carrying amount of financial assets, recorded in the financial statements, represents the Group’s maximum exposure to credit risk. consolidated 2012 Bank deposits Trade receivables other current receivables Amounts due from related parties (associates) 2011 Bank deposits Trade receivables other current receivables Amounts due from related parties (associates) Within credit terms $’000 Past due but not impaired $’000 Impaired $’000 description 125,466 29,622 1,482 1,237 – – 722 627 304,875 31,094 2,856 1,218 – 2,812 – – – – – – Credit Rating Investment Grade Spread geographically generally with large utility companies Sale Settlement period Loan to associated entities – Minimum credit rating ‘A’ grade (S&p) – Spread geographically generally with large utility companies – Miscellaneous receivables – Loan to associated entities c) Liquidity risks The Group manages liquidity risks by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The tables below set out the Group’s financial assets and financial liabilities at balance sheet date and places them into relevant maturity groupings based on the remaining period at balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. The tables include forecast contractual repayments under the Global Facility and the project Finance Facility. From 1 July 2010 the Global Facility terms provide that net cash flows from the companies included in the Global Facility borrower group be applied to repay amounts outstanding under the Global Facility. Woodlawn Wind pty Ltd, an excluded company for the purposes of the Global Facility, is the holder of project finance debt. For interest rate swaps and interest rate caps, the cash flows have been estimated using forward interest rates applicable at the reporting date. 2012 Global Facility debt project finance debt – Woodlawn Interest rate swap payable – Global Facility Interest rate swap payable – Woodlawn Interest rate cap receivable Covered Forward FX Contract Current payables up to 12 months $’000 1 to 5 years $’000 after 5 years $’000 Total contractual cash flows $’000 54,466 1,534 35,936 1,153 (723) 3,605 41,234 249,256 50,985 109,209 225 – – – 721,827 1,025,549 – 53,573 929 (297) – – 52,519 198,718 2,307 (1,020) 3,605 41,234 112 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 35. FINANCIAL RISK MANAGEMENT continued 2011 Global Facility debt project finance debt – Woodlawn Interest rate swap payable Interest rate cap receivable Current payables up to 12 months $’000 1 to 5 years $’000 after 5 years $’000 Total contractual cash flows $’000 209,465 – 35,463 (19) 43,200 295,370 10,429 58,943 (958) – 726,087 1,230,922 22,313 17,314 (1,198) – 32,742 111,720 (2,175) 43,200 d) fair value measurements The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. From 1 July 2009, the Group adopted the amendment to AASB 7 Financial Instruments: Disclosures which requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). The following tables present the Group’s assets and liabilities measured and recognised at fair value at 30 June 2012. Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 2012 assets EUR FX Forward Cover option Interest rate cap – Woodlawn Total assets Liabilities EUR FX Forward Contract Interest rate swaps – Global Facility Interest rate swaps – Woodlawn Total liabilities 2011 assets Interest rate cap Total assets Liabilities Interest rate swaps Total liabilities – – – – – – – – – – – 3,242 579 3,821 6,846 183,196 1,111 191,153 1,595 1,595 101,669 101,669 – – – – – – – – – – – 3,242 579 3,821 6,846 183,196 1,111 191,153 1,595 1,595 101,669 101,669 InfIgen energy AnnuAl report 2012 NoTES To THE CoNSoLIDATED FINANCIAL STATEMENTS 113 35. FINANCIAL RISK MANAGEMENT continued e) capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to generate value for securityholders and benefits for other stakeholders and to maintain an appropriate capital structure to minimise the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of distributions or dividends paid to securityholders, return capital to securityholders, buy back existing securities or issue new securities or sell assets. The capital structure of the Group consists of debt finance facilities as listed in Note 17, and equity, comprising issued capital, reserves and retained earnings as listed in Notes 20, 21 and 22. The Directors review the capital structure, and as part of this review, consider the cost of capital and the risks and rewards associated with each class of capital. Through the year to 30 June 2012, the Group has had to maintain the following ratio in regard to compliance with its Global Facility: Leverage ratio – Net Debt/EBITDA1 The Group has maintained this ratio during and at the end of the year. 1 Refer to Note 17(i) – Financial Covenants. 36. INTERESTS IN JOINT VENTURES Interests in the following institutional equity partnerships in the US are accounted for in the consolidated financial statements as joint venture partnerships and are proportionately consolidated based on Infigen’s Class B interest. Institutional equity partnership Related wind farms Sweetwater Wind 1 LLC Sweetwater Wind 2 LLC Sweetwater Wind 3 LLC Blue Canyon Windpower LLC Eurus Combine Hills 1 LLC Sweetwater 1 Sweetwater 2 Sweetwater 3 Blue Canyon Combine Hills Sweetwater Wind 4-5 Holdings LLC Sweetwater 4, Sweetwater 5 JB Wind Holdings LLC Jersey Atlantic, Bear Creek Further information relating to these institutional equity partnerships is set out below: Share of institutional equity partnerships’ assets and liabilities Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities net assets Share of institutional equity partnerships’ revenues and expenses Revenues Expenses Profit before tax class B Interest held by Infigen (30 June 2011 and 30 June 2012) 50% 50% 50% 50% 50% 53% 59.3% 2012 $’000 2011 $’000 10,442 429,100 14,952 432,339 439,542 447,291 4,099 355,702 359,801 79,741 6,059 339,675 345,734 101,557 63,799 (69,291) (5,492) 63,014 (49,215) 13,799 114 NoteS to tHe CoNSoLiDateD FiNaNCiaL StateMeNtS continued 37. PARENT ENTITY FINANCIAL INFORMATION a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Current assets Total assets Current liabilities Total liabilities Shareholders’ equity Issued capital Retained earnings Profit for the year Total comprehensive income 2012 $’000 920,531 1,026,648 1,014,297 1,017,978 2,305 6,365 8,670 466 466 2011 $’000 807,410 895,128 882,116 882,504 2,305 10,319 12,624 30,023 30,023 Due to the stapled structure of IEL, IET and IEBL, the summary financial information of the parent entity shows a net current liability. When combined with the other stapled entities, the parent has positive net current assets and net total assets. b) guarantees entered into by the parent entity IEL has provided a guarantee over a lease in favour of American Fund US Investments Lp in relation to its Dallas office which was executed on 26 June 2009. A performance guarantee dated 31 March 2010 has also been provided by IEL in relation to a contract to supply energy. Fair value of these guarantees are immaterial. c) contingent liabilities of the parent entity disposal of businesses Under the sale agreements relating to the disposal of the Group’s previously owned Spanish, portuguese, French and German assets, the parent entity has provided certain warranties and indemnities in favour of the buyers of those assets. No claims have been made by the relevant buyers under these warranties and indemnities. d) contractual commitments for the acquisition of property, plant or equipment As at 30 June 2012, the parent entity had no contractual commitments for the acquisition of property, plant or equipment (30 June 2011 – $nil). e) deed of cross guarantee The parent entity has entered into a Deed of Cross Guarantee with the effect that the company guarantees debts in respect of certain of its subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed, are disclosed in Notes 29 and 30. InfIgen energy AnnuAl report 2012 115 DireCtorS’ DeCLaratioN In the opinion of the Directors of Infigen Energy Limited (IEL): a) the financial statements and notes set out on pages 60 to 114 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the financial year ended on that date; and b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive officer and the Chief Financial officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors pursuant to section 295(5) of the Corporations Act 2001. on behalf of the Directors of IEL: f harris director m george director Sydney, 30 August 2012 116 Independent auditor’s report to the members of Infigen Energy Limited Report on the financial report We have audited the accompanying financial report of Infigen Energy Limited (the company), which comprises the statement of financial position as at 30 June 2012, and, the statement of comprehensive income, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for the Infigen Energy group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at the year's end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. PricewaterhouseCoopers, ABN 52 780 433 757 Darling Park Tower 2, 201 Sussex Street, GPO BOX 2650, SYDNEY NSW 1171 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. InfIgen energy AnnuAl report 2012 117 Auditor’s opinion In our opinion: (a) the financial report of Infigen Energy Limited is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) the financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the remuneration report included in pages 9 to 21 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. 47 to 57 Auditor’s opinion In our opinion, the remuneration report of Infigen Energy Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001. PricewaterhouseCoopers Darren Ross Partner 30 August 2012 118 aDDitioNaL iNVeStor iNForMatioN IMPORTANT ASPECTS OF THE US ASSETS BERMUDA LAW ISSUES LLc Project agreements – change of control Provisions The limited liability company agreements (each a project LLC Agreement) of the various project LLCs for the US Assets provide for two levels of membership interests: Class A and Class B. The Class B Members serve as the managing members of the company. The managing members have control over and manage the affairs of the project LLC, but the consent of the Class A Members is required for certain material actions to be taken by the project LLC (such as the incurrence of debt, sale of material assets, mergers, acquisitions, sale of the project LLC or other similar actions). Transfers of membership interests are permitted subject to (a) a right of first bid procedure for the benefit of non-transferring members, (b) a prohibition against transfers to certain disqualified transferees (such as competitors of the project LLC), (c) prior to the Reallocation Date, transfers of Class B interests require consent of a designated super-majority of the Class A interests, and (d) Class A interests may be transferred after ten years if the Reallocation Date has not been reached and distributions have failed to exceed the sum of the Class B Members’ capital contributions. A change of control in a member of a project LLC must comply with the foregoing transfer restrictions, except that an event causing a change of control of a member’s ultimate parent company does not constitute a change of control. The relevant project LLC Agreements provide that a change purported to be made in breach of these provisions is void and that specific performance in respect of those clauses can be sought. In addition, breach of these provisions may give rise to a claim of damages. BACK TO BACK GUARANTEES REGARDING COVENANTS IN THE PROJECT LLC AGREEMENTS In addition, each of IEL and, in certain instances, Infigen Energy RE Limited (IERL) in its capacity as Responsible Entity of IET (together, the Guarantors) have entered into guarantees (the Back-to-Back Guarantees) in favour of Babcock & Brown International pty Ltd and/or Babcock & Brown Lp (the Beneficiaries). The Back-to-Back Guarantees support downstream guarantees which have been given by the Beneficiaries to support the obligations of the Investment LLCs which are Class B Members of project LLCs (that own and operate wind farm projects in the United States) in favour of the Class A Members of those project LLCs. Incorporation: Infigen Energy (Bermuda) Limited (IEBL) is incorporated in Bermuda. Takeovers: Unlike IEL and IET, IEBL is not subject to the sections in Chapter 6 of the Corporations Act dealing with the acquisition of shares (including substantial holdings and takeovers). Bermuda company law does not have a takeover code which effectively means that a takeover of IEBL will be regulated under Australian takeover law. However, Section 103 of the Bermuda Companies Act provides that where an offer is made for shares of a company and, within four months of the offer the holders of not less than 90% of the shares which are the subject of such offer accept, the offeror may by notice require the non-tendering shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to the court within one month of the notice, objecting to the transfer. The test is one of fairness to the body of the shareholders and not to individuals, and the burden is on the dissentient shareholder to prove unfairness, not merely that the scheme is open to criticism. STAPLED SECURITIES Each Stapled Security is made up of one IEL share, one IET unit and one IEBL share which, under each of the Constitutions and Bye-Laws respectively, are stapled together and cannot be traded or dealt with separately. In accordance with its requirements in respect of listed stapled securities, ASX reserves the right to remove any or all of IEL, IEBL and IET from the official List if, while the stapling arrangements apply, the securities in one of these entities ceases to be stapled to the securities in the other entities or one of these entities issues securities which are not then stapled to the relevant securities in the other entities. FURTHER INVESTOR INFORMATION Further information required by the Australian Securities Exchange and not shown elsewhere in this Report is as detailed below. The information is current as at 18 September 2012. NUMBER OF STAPLED SECURITIES AND HOLDERS one share in each of IEL and IEBL, and one unit in IET, have been stapled together to form a single IFN stapled security. The total number of IFN stapled securities on issue as at 18 September 2012 is 762,265,972 and the number of holders of these stapled securities is 23,656. SUBSTANTIAL SECURITYHOLDERS The names of substantial IFN securityholders who have notified IFN in accordance with section 671B of the Corporations Act 2001 are set out below. Substantial Ifn Securityholder The Children’s Investment Fund Management (UK) LLp Kairos Fund Limited Leo Fund Managers Limited Ifn STaPLEd SEcuRITIES date of notice number 6 July 2012 249,603,481 5 November 2009 28 May 2010 56,000,000 40,045,240 % 32.74 6.98 5.07 InfIgen energy AnnuAl report 2012 ADDITIoNAL INVESToR INFoRMATIoN 119 VOTING RIGHTS It is generally expected that General Meetings of shareholders of IEL, shareholders of IEBL, and unitholders of IET will be held concurrently where proposed resolutions relate to all three Infigen entities. At these General Meetings of IEL, IEBL and IET the voting rights outlined below will apply. Voting rights in relation to General Meetings of IEL and IEBL: n on a show of hands, each shareholder of IEL and IEBL who is present in person and each other person who is present as a proxy, attorney or duly appointed corporate representative of a shareholder has one vote; and n on a poll, each shareholder of IEL and IEBL who is present in person has one vote for each share they hold. Also each person present as a proxy, attorney or duly appointed corporate representative of a shareholder, has one vote for each share held by the shareholder that the person represents. Voting rights in relation to General Meetings of IET: n on a show of hands, each unitholder who is present in person and each other person who is present as a proxy, attorney or duly appointed corporate representative of a unitholder has one vote; and n on a poll, each unitholder who is present in person has one vote for each one dollar of the value of the units in IET held by the unitholder. Also, each person present as proxy, attorney or duly appointed corporate representative of a unitholder has one vote for each one dollar of the value of the units in IET held by the unitholder that the person represents. STAPLED SECURITIES THAT ARE RESTRICTED OR SUBJECT TO VOLUNTARY ESCROW There are currently no IFN stapled securities which are restricted or subject to voluntary escrow. ON-MARKET SECURITY BUY-BACK There is no current on-market buy-back of IFN stapled securities. DISTRIBUTION OF IFN STAPLED SECURITIES The distribution of IFN stapled securities amongst IFN securityholders on the register as at 18 September 2012 is set out below. category 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Total Securityholders Securities 9,638 9,494 2,023 2,294 188 23,637 4,525,088 24,307,083 15,205,073 62,546,750 655,681,978 762,265,972 As at 18 September 2012, the number of securityholders on the register holding less than a marketable parcel of IFN stapled securities was 12,582. TWENTY LARGEST IFN SECURITYHOLDERS The 20 largest IFN securityholders on the register as at 18 September 2012 are set out below. Rank Substantial Ifn Securityholder HSBC Custody Nominees (Australia) Limited HSBC Custody Nominees (Australia) Limited – A/C 3 HSBC Custody Nominees (Australia) Limited – GSCo ECA National Nominees Limited J p Morgan Nominees Australia Limited Citicorp Nominees pty Limited UBS Nominees pty Ltd Jp Morgan Nominees Australia Limited Credit Suisse Securities (Europe) Ltd Bond Street Custodians Ltd HSBC Custody Nominees (Australia) Limited – A/C 2 BNp paribas Nominees pty Ltd UBS Wealth Management Australia Nominees pty Ltd Mr Trevor Yuen Mr paul Frederick Bennett ABN AMRo Clearing Sydney Nominees pty Ltd CS Fourth Nominees pty Ltd Cheryl Babcock QIC Limited Chriswall Holdings pty Ltd 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Total Top 20 Total of other Securityholders grand Total of Ifn Stapled Securities Ifn STaPLEd SEcuRITIES hELd number Percentage 307,173,686 59,091,743 49,668,518 40,953,607 32,152,297 27,224,455 17,224,312 15,146,072 14,000,000 11,560,000 10,859,895 5,388,380 4,519,690 3,047,664 3,039,532 2,908,170 1,617,155 1,365,420 1,363,674 1,300,000 609,604,270 152,661,702 762,265,972 40.30% 7.75% 6.52% 5.37% 4.22% 3.57% 2.26% 1.99% 1.84% 1.52% 1.42% 0.71% 0.59% 0.40% 0.40% 0.38% 0.21% 0.18% 0.18% 0.17% 79.97% 20.03% 100.00% 120 GLoSSarY aSX aWEa caPacITy caPacITy facToR Australian Securities Exchange Limited (ABN 98 008 624 691) or Australian Securities Exchange as the context requires American Wind Energy Association, a trade association representing wind power project developers, equipment suppliers, services providers, parts manufacturers, utilities, researchers, and others involved in the wind industry. Infigen is a member. www.awea.org The maximum power that a wind turbine was designed to produce A measure of the productivity of a wind turbine, calculated by the amount of power that a wind turbine produces over a set time period, divided by the amount of power that would have been produced if the turbine had been running at full capacity during that same time period cEc cLaSS a mEmBERS cLaSS B mEmBERS cLaSS a mEmBERShIP InTERESTS caRBon PRIcE A fixed or variable price for the right to or permit to emit carbon dioxide. The price is normally attributable to one tonne of carbon dioxide equivalent. Clean Energy Council, the peak body representing Australia's clean energy sector. It is an industry association made up of operating member companies in the fields of renewable energy and energy efficiency. Infigen is a member. www.cleanenergycouncil.org.au Holders of Class A membership interests in Institutional Equity partnerships (IEps) in relation to the US wind farms The interests held by Class A members which have varying economic entitlements (tax allocations and cash distributions) depending on the age of the US wind farms Holders of Class B membership interests in Institutional Equity partnerships (IEps) in relation to the US wind farms The interests held by Class B members which have varying economic entitlements depending on the age of the US wind farms policy of the Australian Government that encompasses a carbon pricing mechanism, which commenced on 1 July 2012 cLaSS B mEmBERShIP InTERESTS cLEan EnERgy fuTuRE cLImaTE changE PLan co2 co2e dISTRIBuTIonS Distributions of cash made by Infigen to securityholders Distribution Reinvestment plan Earnings before interest, taxes, depreciation and amortisation A period of 12 months starting on 1 July and ending on 30 June in the next calendar year The network of power lines and associated equipment required to deliver electricity from generators to consumers, also termed ‘transmission system’ Gigawatt. one billion Watts of electricity Gigawatt hour Infigen Energy (Bermuda) Limited (ARBN 116 360 715) Infigen Energy Limited (ABN 39 105 051 616) Infigen Energy RE Limited (ACN 113 813 997) (AFSL 290 710), the responsible entity of IET Infigen Energy Trust (ARSN 116 244 118) The code for the trading of listed IFN stapled securities on the ASX Infigen Energy, comprising IEL, IEBL, IET and their respective subsidiary entities from time to time Infigen’s US asset management business Carbon dioxide Carbon dioxide equivalent fInancIaL yEaR gRId gW gWh IEBL dRP EBITda IEL IERL InfIgEn IET Ifn InfIgEn aSSET managEmEnT InVESTmEnT LLc Liability companies through which Infigen invests as Class B Member in the US assets Lgc LLc LLc agREEmEnT LRET mW mWh occ P50 PPa PRacTIcaL comPLETIon PRE- commISSIonIng PTc REaLLocaTIon daTE REc RET RPP RPS Large-scale Generation Certificate. The certificates are created by large-scale renewable energy generators and represent 1 MWh of renewable generation Limited liability companies formed under US law A limited liability company agreement between the members of an LLC Large-scale Renewable Energy Target – legislated Australian target effective 1 January 2011. The rate of liability for LRET is established by the Renewable power percentage (Rpp), which is used to determine how many LGCs need to be surrendered each year. The Rpp for the 2012 calendar year is 9.15%. It is equivalent to 16.8 million LGCs and represents a proportion of total estimated Australian electricity consumption for the 2012 year. Megawatt. one million Watts of electricity Megawatt hour operations Control Centre, a centrally located business function within Infigen that monitors and directs the operations of Infigen’s wind farms The best estimate of electricity production in a year where there is a 50% probability that a given level of electricity production will be exceeded in any year. This may also be referred to as Long Term Mean Electricity production power purchase Agreement The date on which construction has been completed in accordance with the respective delivery contract(s), typically including all regulatory requirements operation of the wind farm prior to practical completion, during which all aspects are tested for performance against specified criteria production Tax Credit: the result of the US Energy policy Act of 1992, a tax credit that applies to wholesale electrical generators of wind energy facilities based upon the amount of electricity generated in a year The date on which tax benefits and cash distributions are shared between the Class A Members and the Class B Members, being a date which occurs when the Class A Members’ target return has been achieved Renewable Energy Certificate Renewable Energy Target, comprising a Large- scale Renewable Energy Target and Small-scale Renewable Energy Scheme, to create a financial incentive for investment in renewable energy sources through the creation and sale of certificates in Australia Renewable power percentage, being an annual target set by the Clean Energy Regulator designed to achieve the target of 20% electricity consumption in Australia by 2020 from renewable sources. For more information visit: ret.cleanenergyregulator.gov. au Renewable portfolio Standards. These programs apply for 37 US states plus the District of Columbia, and are based on a fixed quantity system whereby a renewable energy generator such as a wind farm is issued with renewable energy certificates which can be onsold to energy retailers who are required to surrender them to a state based regulator. SEcuRITyhoLdER The registered holder of an IFN stapled security SoLaR PV STaPLEd SEcuRITy Solar photovoltaic one unit in IET, one ordinary share in IEL and one ordinary share in IEBL, stapled together to form an IFN stapled security such that the unit and those shares cannot be traded or dealt with separately Terawatt. one trillion Watts of electricity Terawatt hour An ordinary unit in IET The registered holder of a Unit Wind turbine generator TW TWh unIT unIThoLdER WTg InfIgen energy AnnuAl report 2012 121 DISCLAIMER This publication is issued by Infigen Energy Limited (IEL), Infigen Energy (Bermuda) Limited (IEBL) and Infigen Energy RE Limited as responsible entity for Infigen Energy Trust (collectively Infigen). To the maximum extent permitted by law, Infigen and its respective related entities, directors, officers and employees (collectively Infigen Entities) do not accept, and expressly disclaim, any liability whatsoever (including for negligence) for any loss howsoever arising from any use of this publication or its contents. This publication is not intended to constitute legal, tax or accounting advice or opinion. No representation, warranty or other assurance is made or given by or on behalf of the Infigen Entities that any projection, forecast, forward-looking statement or estimate contained in this publication should or will be achieved. None of the Infigen Entities or any member of the Infigen Energy group guarantees the performance of Infigen, the repayment of capital or a particular rate of return on Infigen stapled securities. IEL and IEBL are not licensed to provide financial product advice. This publication is for general information only and does not constitute financial product advice, including personal financial product advice, or an offer, invitation or recommendation in respect of securities, by IEL, IEBL or any other Infigen Entities. Note that, in providing this publication, the Infigen Entities have not considered the objectives, financial position or needs of the recipient. The recipient should obtain and rely on its own professional advice from its tax, legal, accounting and other professional advisers in respect of the recipient’s objectives, financial position or needs. All amounts expressed in dollars ($) in this Annual Report are Australian dollars, unless otherwise specified. Corporate DireCtorY INFIGEN ENERGY Level 22, 56 pitt Street Sydney NSW 2000 Australia T: +61 2 8031 9900 www.infigenenergy.com DIRECTORS Michael Hutchinson (Non-Executive Chairman) Miles George (Managing Director) philip Green (Non-Executive Director) Fiona Harris (Non-Executive Director) Ross Rolfe Ao (Non-Executive Director) COMPANY SECRETARY David Richardson ANNUAL GENERAL MEETING Infigen Energy’s 2012 Annual General Meeting will be held at the Radisson Blu plaza Sydney Hotel, 27 o’Connell Street, Sydney, Australia on 15 November 2012. IFN STAPLED SECURITIES Each stapled security in Infigen Energy, tradable on the Australian Securities Exchange under the ‘IFN’ code, comprises: n one share of Infigen Energy Limited, an Australian public company; n one share of Infigen Energy (Bermuda) Limited, a company incorporated in Bermuda; and n one unit of Infigen Energy Trust, an Australian registered managed investment scheme. RESPONSIBLE ENTITY FOR INFIGEN ENERGY TRUST Infigen Energy RE Limited Level 22, 56 pitt Street Sydney NSW 2000 T: +61 2 8031 9900 REGISTRY Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 T: 1300 554 474 (within Australia) T: +61 2 8280 7111 (outside Australia) F: +61 2 9287 0303 Email: registrars@linkmarketservices.com.au www.linkmarketservices.com.au AUDITOR pricewaterhouseCoopers Darling park Tower 2 201 Sussex Street Sydney NSW 2650 www.infigenenergy.com