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Contents
Results at a Glance
Chairman’s Letter
Company Profile
History
The Year in Review
Financial Review
Directors’ Report
Statement of Financial Performance
Statement of Financial Postion
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Audit Report
Corporate Governance Statement
Additional Information
Corporate Directory
01
02
04
05
06
11
13
23
24
25
26
58
59
60
70
71
© 2005 Infomedia Ltd. All rights reserved worldwide. This document may not be reproduced in whole or in part without
the express written permission of Infomedia Ltd.
Results at a Glance
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Results at a Glance 01
Chairman’s Letter
Richard Graham
Chairman
Dear Fellow Shareholders,
The 2005 financial year mirrored our start-of-
exploration, their management will rediscover the
excellence and all-inclusive-value that Microcat®
year expectations; this being a year having its chal-
represents, and the genuine added value of rapid
lenges which we would have to manage well, and
professional results and ease of engagement that
its opportunities that we would have to imbue with
our people bring to the whole-of-business solution.
skill and confidence. As you will recall, the signifi-
cant challenges for the Company in FY2005 were
the rising strength of the Australian dollar and
managing the transition to trading in a non-exclusive
environment with our largest body of customers.
However, despite these challenges, it is pleasing
to report that, overall, our business continued
to perform strongly and is better for the experi-
ence. While our adjusted net profit after tax before
significant items, of $14.5 million declined by $6.1
In terms of the transition to non-exclusive in
Europe, our many years of good product develop-
ment and customer support were acknowledged
with the retention of more than 50% of our paying
subscriptions overall, and more than 60% in
several key
influential countries. This strong
retention and 12% organic growth in the rest
of our EPC portfolio meant we ended the
financial year with a strong showing of 46,732
subscriptions, a decline of only 9%.
million over the previous year, Infomedia’s currency
Bolstering these results was the establishment
hedging policy insulated us from the greatest
of our European subsidiary which is now directly
impacts of the stronger A$. Even so, currency
supporting our European customers with a fresh
still accounted for approximately 60% of the
and genuine engagement of service and new busi-
normalised NPAT decline.
The most significant challenge to arise this year to
our traditional business model was the move by
Ford Europe and later by General Motors in North
America to become more directly involved in their
Electronic Parts Catalogues (EPC). We view this as a
genuine desire on the part of the large automakers
to explore and confirm “best value” for their deal-
ness development. At the forefront of their work
has been to successfully introduce Superservice
MenusTM into a growing number of European
vehicle distributors. IFM Europe is a great asset
of the Company that will accelerate our product
acceptance and hence our dividend potential there.
You will read more about the Company’s positive
work in the Year in Review, following.
ers and themselves. In this context we stand with
In terms of dividends to shareholders this year, a
them as partners, as we are confident that after this
fully franked dividend of three point four cents
02 Chairman’s Letter
(3.4¢) was declared, comprised of half-year and
I look forward to seeing you at the Annual
final year dividends of one point seven cents (1.7¢)
General Meeting and commend this Annual
each time. The Board also took the decision this
Report to you.
Richard David Graham
Chairman of the Board
year to write-down $10.4 million in non-cash assets
associated with acquired intellectual property. This
is further explained in the Chief Financial Officer
remarks and financial statements that follow.
In looking forward to FY2006, the marketplace
will continue to present challenges of a similar na-
ture to those that we have seen this year. How-
ever, we will reap the benefits in further new and
organic growth of our EPC and Superservice Menus
product lines. From my vantage point, Infomedia
continues to be the leader in delivering high
quality turn-key parts and service productivity
products and we are committed to a future where
we build upon our good qualities. Through-
out FY2006, our teams around the world will
strengthen our relationships with users and
licensors alike and strive to identify and develop
new market opportunities.
For
these
reasons and
its overall financial
performance, which you will read about herein,
you can see why I continue to view Infomedia
as both a good growth investment and a good
yield investment.
Chairman’s Letter 03
Company Profile
Infomedia development division was established
in 1990 as a leading supplier of Electronic Parts
Catalogues for the automotive industry.
Infomedia’s Electronic Parts Catalogues have
become the global standard for the automotive
Green is the Colour
This year Infomedia is creating a fresh corporate
identity. The refreshed corporate
identity
is
a symbol of our drive to adapt and meet the
challenges of a rapidly changing information age.
industry, shipping to more than 46,000 subscribers
The inspiration for our new logo comes from a
in over 160 countries and 25 languages.
variety of sources:
In 2000, Infomedia acquired Datateck Publishing
recognised as the colour for going forward
• The green colour symbolises growth and is
Pty Ltd, a data management company, and Online
Computing Pty Ltd, an integrated business systems
developer, resulting in an immediate broadening of
the Infomedia product and service range.
and being switched on.
• It stands for our 15 years of positive
environmental impact by eliminating the use
of millions of tonnes of white paper, film and
processing chemicals, previously used to deliver
parts catalogues.
Since then, the Company has worked steadily
• The stylised human figure ‘i’ represents both
on both consolidating
its position as an
our Company name and symbolises the genuine
importance we place on considering the
Electronic Parts Catalogue provider of choice for
human dimension in both our technology
the global automotive industry, and exploring
opportunities in other complex parts and service
dependent industries.
developments and our social obligations to
our customers and our staff.
Our new corporate identity covers everything from
stationery to a new website.
As a result, Infomedia products have an international
reputation for ease of use, productivity gains, high
quality and mission critical reliability.
Infomedia is an Australian publicly listed company
with headquarters in Sydney and support centres
in Australia, Europe, Japan and North America.
The new Infomedia website
Infomedia’s areas of
expertise include:
• Electronic Parts Catalogues
• Integrated business
management systems
• Integrated service
menu system
• Client-branded pricing, service
and accessories guides
• Client-branded user manuals
• Technical illustration
and documentation
• Analytical consulting
and data interpretation
• Software programming
and project management
04 Company Profile
History
2005
• Superservice MenusTM for Hyundai Sweden
and Daihatsu UK released
• Microcat® MARKETTM for Toyota Australia released
• Lubrication & Tune-Up GuideTM released on CD-ROM
• Awarded Australian Government Export Finance
and Insurance Corporation Trailblazers award
2003
• Superservice Menus for Toyota Australia and
Mitsubishi Australia released
• Internet version of Lubrication & Tune-Up Guide released
• Awarded NSW Exporter of the Year
(Information & Communications Technology)
• Awarded Australian Exporter of the Year
(Information & Communications Technology)
2001
• Microcat for Daihatsu Rest of World, Ford Asia Pacific,
GM Asia Pacific, Hyundai Global and and Land Rover
Global released
• Awarded Australian Manufacturing Exporter of the Year
• Awarded Australian Manufacturing Company of the Year
• Awarded Australian Manufacturing Best Use of
New Technology
1999
1997
1994
• Microcat for Daewoo Australia, Daihatsu Europe
and Ford North America released
• Partfinder for Suzuki Australia and Microcat for
Ford Europe released
• Company sells wholesale operations to concentrate on
developing and distributing software for the automotive
industry and changed its name to Infomedia
Australia Pty Ltd
1990
• Infomedia division formed to add software
development capability to Infomagic
• Microcat for Ford Australia released
2004 • Microcat MARKET for Toyota Europe and
Ford Europe released
• Microcat® LIVETM for Toyota Germany released
• Superservice Menus for Ford Australia, Daihatsu Australia,
Hyundai Australia and Holden Australia released
• Established office in Europe – IFM Europe Limited
• Established corporate headquarters in Australia
• Established multi-lingual international customer service centre
• Awarded NSW Exporter of the Year
(Information & Communications Technology)
2002
• Microcat® for Hyundai USA, Toyota North
America and Toyota Europe released
• Acquired PartsImager® EPC from EDS and commenced
supporting GM and Saturn dealers in North America
• Holden Service and Maintenance Information
CD-ROM released
• Awarded NSW Exporter of the Year
(Information & Communications Technology)
• Awarded Australian Exporter of the Year
(Information & Communications Technology)
2000
• Acquisition of Datateck Publishing Pty Ltd
(publisher of the Lubrication & Tune-Up Guide)
• Listing on Australian Stock Exchange
• Acquisition of Online Computing Pty Ltd
(integrated business systems developer)
• Microcat for Honda Australia and Hyundai Australia
released and Partfinder® for Isuzu Australia released
• Awarded NSW Exporter of the Year
(Information & Communications Technology)
• Finalist Australian Exporter of the Year (Emerging Exporter)
1998
1996
1992
1988
• Partfinder for Mitsubishi Australia and
Microcat for Toyota Australia released
• Microcat for Daihatsu Australia and
Nissan Australia released
• Partfinder for Holden version released
• Software and peripherals importer and
distributor Infomagic Australia Pty Ltd formed
Corporate History 05
The Year in Review
Gary Martin
Chief Executive Offi cer
I iam pleased to report that our team at Infomedia
imet the signifi cant challenges of the 2005
fi nancial year and achieved our guidance goals.
Electronic Parts Catalogue (EPC) and our new leading
edge Microcat® LIVETM and Microcat® MARKETTM
electronic parts selling products. Toyota subscriptions
will continue to grow throughout FY2006. We are
Several events during the course of the year were
grateful to Toyota Europe management for their
particularly outstanding to me:
continued support in the region.
• the successful establishment of our European
The realignment of Ford Europe’s business model
subsidiary;
to a competitive marketplace has attracted its share
• the loyalty and retention of the majority of our
of investor interest during the year. I am pleased
Microcat® European Ford subscriptions;
to say that more than half of our loyal subscribers
• continued global expansion and organic growth;
have thus far chosen to stay with Microcat. In fact,
• outstanding Superservice MenusTM acceptance;
we are now seeing dealers who chose to try the
• further product advancements through Research
competitive EPC offering returning to Microcat,
and Development; and
exercising their right to choose the product best
• the successful generational transition of the
suited to their business requirements. We continue
Company’s senior management.
to experience a positive and respectful relationship
Our European subsidiary team had its fi rst full year of
with Ford Europe.
independent operation. Led by Managing Director,
Despite the reduction of subscriptions in the
Andrew Pattinson, it delivered Infomedia’s marketing
European Ford customer base, it is pleasing to report
messages and support directly to our European
that the rest of the Company’s EPC subscription
product users and licensors for the fi rst time. Our
portfolio experienced 12% growth over the course
customer service team was busy ensuring that our
of the year.
Microcat and Superservice Menus customers were
well supported in their local language and enjoying
the many benefi ts of our products.
In North America, the Company continued to
increase sales. A major milestone was reached
with the transition from the PartsImager® EPC
Throughout the year, IFM Europe has been busy
system for American and Canadian GM and Saturn
working with the new Toyota territories and
dealers to our fl agship EPC, Microcat. Our teams
dealers who are coming online with the Microcat
in North America and Australia ensured that the
Microcat LIVE is the online parts
selling system that provides auto
dealerships with manufacturer
parts information either straight
from the internet in real time or
from the latest DVD, helping deal-
erships remain as well informed
and empowered as possible. The
fl exibility for dealers to retrieve
data from the internet means
that Infomedia can work with
manufacturers to provide parts
data that is updated more often
than the current monthly cycle
whilst ensuring that the dealers
always have the certainty of the
DVD.
Microcat LIVE’s underlying tech-
nology also allows integration
with other software applications.
Microcat MARKET is the online
parts ordering system that
provides 24/7 internet connectiv-
ity between independent auto
trade repairers and their genuine
parts dealers.
With trade repairers able to
identify and order parts instantly
and dealerships focused on parts
supply, Microcat MARKET
creates new effi ciencies in
supply chain management,
saving administration time and
costs, reducing human error,
and increasing order turnaround.
06 The Year in Review
ONLINE PARTS ORDERING SYSTEM transition went smoothly. The Company acquired
In November, Infomedia announced that it had
PartsImager from EDS in 2002.
entered into a three year agreement with Daitec
While on the topic of North America, the Company
secured the renewal of the Ford Canada and Ford
Mexico agreement for the supply of the Microcat
system to their respective dealers. The successful
renewal process
involved many months of
preparation and presentations.
In another win for the team, Hyundai Motors
America extended its agreement with Infomedia
to supply Microcat through to March 2008.
The Company appreciates the growth Hyundai
contributes to our subscription numbers and is
committed to supporting Hyundai customers with
our best in class EPC. Hyundai Motors America
Co Ltd. of Japan for the provision of distributor
services for Microcat in Japan. Daitec currently
performs technical information solution services
to a wide range of different industries and has
operations in Hiroshima, Kyoto, Fukuoka, Tokyo
and Yokohama. In the field of automotive parts
engineering information solution services, Daitec
has an excellent reputation among the world’s
most demanding car manufacturers.
Infomedia chose Daitec for
its commitment,
professionalism and reputation in serving the
automotive industry in Japan and the relationship
is already realising good results for us.
management are proactive in their interaction with
The growth from Superservice Menus continued
our staff. This environment provides a platform
its positive forward momentum in the European
from which real advances and achievements are
and domestic markets. The product achieved a
made and the benefits realised by the dealership
subscription increase of 370% over the prior year.
customers of Microcat.
In Latin and South America, the Company
continued
to
strengthen
its offerings
to
customers in the region. Through a support and
The Company provided the product for six different
franchises
(Daihatsu, Ford, Holden, Hyundai,
Mitsubishi and Toyota) with further franchise
coverage scheduled for FY2006.
business development agreement with Lazar
Infomedia’s Superservice Menus
is the service
International Inc., customers are now receiving
quoting
system
for busy dealership
service
excellent local language support. We expect this
departments and contains a range of service, repair
focused service into the market will increase
and accessory management tools that provide
business in the region and add further data
fast, accurate and reliable quotations. Our system
license agreements.
replaces the typical manual or semi-automated
Superservice Menus is the tool
that provides fast, accurate and
reliable quotes for franchised
automotive service departments
and showrooms. It contains a
range of management tools,
service schedules, repair times
and accessory information.
Taking the guesswork out of
quoting and the paperwork out of
processing, Superservice Menus
requires little technical knowledge
to operate, so accurate bookings
can be made with confidence by
anyone in the dealership.
Developed to meet the specific
complex business management
needs of large multi-franchise
dealers, AutoLedgers is a secure
online dealership management
system that resides either on the
dealership’s local area network
(LAN) or on Infomedia’s secure
server network.
The system is made up of inter-
dependent modules, that form
an integrated accounting and
business management system.
With AutoLedgers, dealers can
manage their financials, report-
ing, debtors, creditors, servicing,
vehicle sales, vehicles and parts
inventory and more.
The Year in Review 07
‘in-house’ service menu compilation methods that can
In a fi rst for the Company, Infomedia and Telstra
leave dealers exposed to under-quoting and losing
eBusiness Services announced their collaboration
profi t, or over-quoting and losing the service sale
to deliver the online solution, Microcat MARKET,
altogether.
Improvement and development of our core
to the Australian auto industry. The agreement
between the companies saw the fi rst online
parts ordering EPC delivered to Australian Toyota
products continued throughout the year. New
dealers and their trade customers in May 2005.
generation systems and production platforms
For the subscribing dealers, Microcat MARKET will
helped
the Company
remain commercially
increase parts sales and trade customer satisfaction
competitive and able to capitalise on opportunities
by providing online access to interpreted parts
with our new and prospective users. Our Sydney,
information and illustrations, and the ability to place
Melbourne, Brisbane and Perth based developers
and receive orders 24 hours a day, 7 days a week.
and industry experts applied responsive can-do
attitudes in programming product improvements
for both our users and for our internal production
processes. I am truly proud of their efforts.
Microcat MARKET bridges the gap between dealers
and their trade customers (including panel beaters
and suburban vehicle repairers) and makes their
interaction and parts ordering processes seamless.
Our new and comprehensive enterprise accoun-
Combining Telstra’s strength in offering e-business
ting and customer management system will
solutions with Infomedia’s recognised knowledge
enhance the ability for our people to successfully
of the retail automotive IT industry, Microcat
and economically:
MARKET assists both parties to run more profi table
• manage the accounts of the growing number
businesses.
of international customers;
The AutoLedgers® and NOVATM dealer management
• be more targeted with marketing and sales
systems (DMS) continued to support hundreds
programs;
of retail automotive dealers to operate their
• gain greater depth and
insight
into our
businesses effi ciently and profi tably. Every working
customers and their needs;
day dealers benefi t from this in-depth and highly
• build faster and leaner production processes; and
specialised software, as well as the industry
• have more robust and integrated fi nancial and
knowledge and know-how that the Company’s
reporting structures.
DMS staff provides.
NOVA is the low-cost dealer
management system that’s suit-
able for small to medium sized
automotive dealers. Easy-to-learn
and use, NOVA provides integrated
sales, service, parts, accounting
and payroll functionality.
Whether operated as a stand-
alone package or across multiple
locations from a single server,
NOVA has proven particularly
popular with rural-based auto-
motive and agriculture dealers,
as well as motorcycle dealerships.
Data Analysis and
Technical Communication
Working from engineering
drawings, design specifi cations,
manuals and even raw parts,
Infomedia’s data researchers,
analysts, manufacturing experts,
illustrators and software devel-
opers produce data to exacting
specifi cations and deadlines.
As well as working on
Infomedia-branded products,
staff also work on a wide range
of client-branded technical
projects for the auto, defence
and petroleum industries.
Projects have included the
compilation and production of
pricing, service and accessories
guides for everything from trucks
to tanks, submarines, radars,
data interpretation and illustration
for auto manufacturers’ service
manuals and parts catalogues.
08 The Year in Review
Lubrication &
Tune-Up GuideTM
Used every day by many
thousands of workshop operators,
mechanics and parts and supplies
buyers, the Lubrication & Tune-
Up Guide has been established
for over forty years as the
essential technical lubrication
and tune-up reference book.
The Guide is a comprehensive
compilation of valuable servicing
data and diagrams covering
the previous fi fteen years for
passenger cars, utilities and light
commercials and popular diesels.
Consisting of 900+ pages,
the printed Guide is published
on an annual basis.
Catering for regular updates, the
Guide is also available on the
internet and on CD-ROM.
Toward the end of the fi nancial year, we moved
to establish our wholly owned subsidiary in North
America, IFM North America Inc. The team will
work directly with our automaker partners and
dealership customers, just as IFM Europe does in
its territory. From the experience of opening our
European subsidiary in April 2004, we expect
North American customers to experience levels
of satisfaction not normally associated with North
American EPC providers.
I am optimistic about the near and long term
outlook for the Company and the increased
subscription opportunities our new business
teams
in Europe and North America will
create
for our suite of parts and service
solutions – Microcat LIVE, Microcat MARKET and
Superservice Menus.
Focus on protecting and fortifying our client base,
resource management and expense control set
the tone for FY2005. Our challenges are not over;
however I know that we are equipped to meet
them head-on, rising to a new level of recognition
Advertising for Microcat MARKET
The ASP
(online) platform used
to deliver
AutoLedgers without the requirement and cost
for in-dealership servers, continued to gain even-
greater acceptance by dealers wanting to lower
their overall computing costs. The ASP service
allows them to focus on their core business of
selling and servicing vehicles rather than running
in-house data processing centres.
Our NOVA DMS achieved its fi rst international
and success for the Company.
sale and installation this year with Red Baron
Motorcycles in Auckland, New Zealand. Red Baron
I believe the Company is now in a good position to
also uses NOVA in its locations in Australia, and
commence extending the reach of its products to
was adamant that the system be installed in their
new franchises, territories and industries.
Auckland operation.
The Year in Review 09
In closing, I would like to pay tribute to Richard
Graham. Richard had served as the Company’s
Chairman and CEO for more than 17 years when,
at the end of December, he retired as CEO.
Microcat MARKET goes racing!
In 2005 Infomedia has joined forces with a team and several drivers in the V8
Richard’s vision, passion and drive have made
Supercars series. Both John Bowe and Brad Jones, from Brad Jones Racing,
Infomedia what it is today. Richard continues
are driving cars emblazoned with the Microcat® MARKET TM logo.
to serve the Company and shareholders as the
In the V8 Development Series, Infomedia is also supporting talented young
Chairman of the Board and his contributions in this
driver Grant Denyer, from the Dick Johnson racing group. Outside of the
capacity continue to guide our Company’s forward
growth trajectory.
racing world, Denyer moonlights as the weatherman on Channel 7’s popular
Sunrise breakfast program. A second car from the Dick Johnson team (driven
by Dean Canto) also carries the Microcat MARKET logo.
I look forward to the year ahead and growing your
Aligning the Microcat MARKET brand with a team and drivers in a motor
Company and the return on your investment.
racing event is a critical platform in the Company’s marketing strategy. In an
industry that tends not to perceive software as a ‘tangible’, the association has
provided massive grass-roots exposure for the product in a high-powered
and high-performance environment.
Gary Martin
Chief Executive Officer
10 The Year in Review
Financial Review
Peter Adams
Chief Financial Officer
The Company achieved 2005 financial year sales
revenue of $59.1 million and net profit after tax
before significant items of $14.5 million. These results
are at the higher end of the guidance provided earlier
this year. As anticipated, higher currency exchange
rates and the introduction of competition within the
Ford Europe dealer market had an adverse impact
on the results. Operating cash flows remain strong
with $19.9 million in cash generation.
customers to Microcat® and the likely redundancy
of the PartsImager intellectual property.
The 2005 financial year was characterised by
two distinct halves. The first half of the year saw
Electronic Parts Catalogue subscription numbers
decline for the first time in the Company’s history
as we transitioned from a Ford European dealer
market where we had 100% market share to a
competitive landscape. At the commencement of
A fully franked final dividend of one point seven
the financial year, we were anticipating a decline
cents (1.7¢) will be paid to shareholders of
though could not materially determine the
record at 8 September 2005, bringing the total
size. The second half of the 2005 financial year
franked dividends for the year to three point
had more certainty in that subscription losses
four cents (3.4¢); a payout ratio of 76% based
began to level off to a point where modest
upon pre-significant item profit.
growth returned.
The financial year ended with 46,732 EPC
subscriptions versus 51,524 at the end the previous
financial year. This decrease is a direct result of the
realignment of Ford Europe’s business model to a
competitive marketplace. However, it is pleasing to
“...it is pleasing to report that the
Company’s other EPC subscriptions
experienced 12% growth over the
course of the year.”
report that the Company’s other EPC subscriptions
The Company continues to enjoy strong cash flow
experienced 12% growth over the course of
generation despite some changes to the business
the year.
The Company recorded net significant items after
tax charge of $9.1 million, resulting in reported
model. The year commenced with much higher
accounts receivable administration and collection
exposure, with the Company becoming responsible
for billing Ford European dealers directly, in multiple
profit from ordinary activities after tax of $5.5
currencies and multiple languages. Whilst there was
million. These included a $10.4 million non-cash
an initial build up of working capital, we believe
write-down of the PartsImager® intellectual property
that our accounts receivable processes have settled
necessitated by the migration of PartsImager
to a satisfactory level. At year end, the Company’s
Financial Review 11
day sales in debtors stood at 40 days. I attribute
As detailed in the financial report in note 32,
this achievement both to our third party collection
the Company is well prepared to transition to the
agent in Europe and our internal finance team
new standards.
back home.
The 2005 financial year also marked a change in
the Company’s risk management process. The
Company has now moved to a documented risk
management system that is broadly based upon
the Australian/New Zealand Standard 4360:2004
on “Risk Management”. The Company has a Board
Despite all of the Company developments in recent
time, some caution needs to be taken with regard to
the outlook for the 2006 financial year. The outlook
for sales revenue is relatively flat as underlying
organic sales growth is offset by the potential
impact of higher currency exchange rates.
endorsed risk management policy and a Board
We anticipate that meaningful growth in the 2006
endorsed risk management plan which form the
financial year, will be geared toward the end of
underlying backbone to our risk management
the second half. During the first half of the 2006
process. For information, a summary of the risk
financial year, management will
focus on
management policy is available on the Company’s
completing the transitionary process of replacing
website. Risk management is a continuous process
the
third party distribution
relationship
in
and we look forward to improving our risk
North America with direct representation. This
management systems in the 2006 financial year
direct
representation
in North America will
and beyond.
provide another catalyst to stronger growth in
the future.
“The Company continues to enjoy
strong cash flow generation
despite some changes to
the business model.”
The 2006 financial year will represent the first year
where the Company’s financial reports will be
prepared under the new Australian equivalents to
International Financial Reporting Standards (AIFRS).
Peter Adams
Chief Financial Officer
12 Financial Review
Directors’ Report
Left to right: Myer Herszberg, Gary Martin, Frances Hernon, Andrew Moffat, Richard Graham and Geoffrey Henderson
Directors’ Report 13
Directors
Richard Graham
Chairman of the Board
Your Directors submit their report for the year ended 30 June 2005.
The names and details of the Directors of the Company in office during the financial year and until the date
of this report are:
Richard Graham has held senior management positions in the American and Australian computer
industry since 1977. Mr Graham co-founded the Company in 1988 and was its Chairman and Managing
Director/CEO from its establishment. Since he retired as CEO in December 2004, Mr Graham has continued
as Chairman of the Board.
Myer Herszberg
Non-executive Director
Myer Herszberg has been a Director of Infomedia since 1992. Mr Herszberg is the founder of Mel-
bourne’s Denman Audio chain and has extensive consumer electronics experience. He was active in bringing
home computers to Australia in the early 1980s and has also brought many other leading edge electronic
products to Australia. He has extensive experience in the commercial property market and is active in a
number of community service organisations. Mr Herszberg serves on the Company’s Audit & Risk, Corporate
Governance, and Remuneration & Nomination Committees.
Mr Herszberg was last re-elected to the Board in October 2003.
Frances Hernon
Non-executive Director
(Chairman of Remuneration
& Nomination Committee)
Frances Hernon was appointed to the Infomedia Board of Directors in June 2000. Ms Hernon has
extensive experience in media, publishing, marketing and technology. She has held senior editorial positions at
News Ltd and Murdoch Magazines and was General Manager, Harrison Communications, Director of Pub-
licity at Channel Ten, Managing Editor of the NRMA’s member magazine The Open Road, Manager,
Business Communications for NRMA, and Senior Account Manager, Group IT&T for the Insurance Australia
Group (IAG). Ms Hernon is currently Corporate Affairs Manager for Nestlé Australia Ltd. Ms Hernon also
serves on Infomedia’s Corporate Governance Committee.
Ms Hernon was last re-elected to the Board in October 2004.
Geoffrey Henderson was appointed to the Infomedia Board of Directors in February 2003. Mr Henderson
is a qualified accountant and has had an extensive career spanning positions in Australia, New Zealand,
Europe and North America. He worked in a number of financial positions for Olympic Tyres in Melbourne
for eight years and then for the Ford Motor Company for 30 years. During his time with Ford, Mr
Henderson worked not only in the Finance Division but also held senior positions in the Supply and Parts
and Service Divisions. Immediately prior to his retirement from Ford, Mr Henderson headed the up the
company’s Asia Pacific Parts and Service operation which covered Ford’s parts and service activities in 12
countries including Japan, South Africa, China, India and Australia. Mr Henderson also serves on Infomedia’s
Audit & Risk Committee.
Mr Henderson was elected to the Board in October 2004.
Geoffrey Henderson
Non-executive Director
(Chairman of Corporate
Governance Committee)
14 Directors’ Report
Gary Martin was promoted to the position of Chief Executive Officer on 1 January 2005. Mr Martin
has extensive experience in the automotive industry. He has been with Infomedia since 1998, when he
Gary Martin
Chief Executive Officer
joined the Company as International Sales Manager. Mr Martin was appointed General Manager, Electronic
Catalogues Division in August 2001. Prior to joining Infomedia, Mr Martin spent a combined total of 12
years at automotive dealerships.
Mr Martin was elected to the Board in October 2004.
Andrew Moffat was appointed to the Infomedia Board of Directors in March 2005. Mr Moffat has more
than 20 years of corporate and investment banking experience and is the sole principal of Cowoso Capital
Pty Ltd, a company providing strategic corporate advisory services. Prior to establishing Cowoso Capital Pty
Ltd, Mr Moffat was a Director of Equity Capital Markets and Advisory for BNP Paribas Equities (Australia) Limited
where he took principal responsibility for mergers and acquisition advisory services and a range of equity
capital raising mandates including placements, initial public offerings, rights issues and dividend reinvest-
ment plan underwritings. Mr Moffat’s corporate banking experience was gained whilst working in the
United Kingdom and Australia with Standard Chartered Bank Group, National Westminster Banking Group
and BNP Paribas.
Andrew Moffat
Non-executive Director
(Chairman of Audit
& Risk Committee)
Nick Georges is a qualified lawyer, admitted to the Supreme Courts of Victoria in 1991 and New South
Wales in 1999. Prior to joining Infomedia and becoming its General Counsel and Company Secretary in
1999, Mr Georges worked in general practice as a solicitor in Victoria before moving to Sydney to take up
an executive role with Altium Limited (previously known as Protel International Pty Ltd) where he obtained
Nick Georges
General Counsel,
Company Secretary
and Alternate Director
extensive experience in the information technology industry.
Mr Georges acted as alternate Director for Mr Martin and for Mr Herszberg at two separate Board meetings
during the year.
Andrew Pattinson was an Executive Director until his resignation on 28 October 2004. Barry Ford was a
Non-executive Director until his resignation on 31 March 2005. Directors were in office from the beginning
of the financial year until the date of this report, unless otherwise stated.
Directors’ Report 15
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the interests of the Directors in the shares and options of the Company were:
Infomedia Ltd
Ordinary Shares Fully Paid
Options Over Ordinary Shares
Wiser Laboratory Pty Limited
Yarragene Pty Limited
Wiser Centre Pty Limited
Richard Graham
Gary Martin (a)
Frances Hernon
Geoffrey Henderson
Andrew Moffat
100,277,501
39,421,599
1,000,000
926,559
74,257
5,000
-
-
-
-
-
-
-
-
-
-
Richard Graham is the sole Director and benefi cial shareholder of Wiser Laboratory Pty Limited. Richard Graham is a
Director of Wiser Centre Pty Limited, trustee for the Wiser Centre Pty Ltd Superannuation Fund. Myer Herszberg is a
Director and major shareholder of Yarragene Pty Limited.
(a) 1,000,000 options have been granted to Gary Martin per employment contract subject to Annual General
Meeting approval.
PRINCIPAL ACTIVITIES
Infomedia Ltd is a company limited by shares that is incorporated and domiciled in Australia.
The principal activities during the year of entities within the consolidated entity were:
• developer and supplier of Electronic Parts Catalogues for the automotive industry globally;
• information management, analysis and creation for the domestic automotive and oil industries; and
• the provision of dealer management systems for the automotive industry.
There have been no signifi cant changes in the nature of those activities during the year.
EMPLOYEES
The company employed 203 (2004: 205) full time employees as at 30 June 2005.
DIVIDENDS
Dividends paid or declared during the year:
• Interim dividend – 1.7 cents per share – fully franked
• Final dividend – 1.7 cents per share – fully franked
NET TANGIBLE ASSETS PER SECURITY
The company’s net tangible assets per security are as follows:
• Net tangible assets per share at 30 June 2005
• Net tangible assets per share at 30 June 2004
$’000
5,527
5,533
Cents
11.2
8.6
REVIEW AND RESULTS OF OPERATIONS
The adjusted profi t from ordinary activities after tax excluding signifi cant items was $14,547,000 and is at the higher end
of the guidance provided by the Company earlier this year. Cash fl ows from operations remain strong with $19,875,000
in cash generation. Total FY2005 dividends (ie interim and fi nal) amounted to $11,060,000 representing a payout ratio
of 76% of the adjusted profi t from ordinary activities after tax excluding signifi cant items.
16 Directors’ Report
As anticipated, the Company experienced a decrease in sales and profi ts over the prior year as it transitioned from
exclusive to non-exclusive in its largest Electronic Parts Catalogue (EPC) market – European Ford dealers – and as higher
currency exchange rates had an adverse effect on the Company’s revenues and profi ts. As a result, revenue from
ordinary activities decreased by 12%. Profi t from ordinary activities after income tax expense decreased by 74% which
includes several signifi cant one-off items aggregating to a net after tax profi t charge of $9,078,000 (refer note 2(vi)).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There has been no signifi cant change in the state of affairs of the Company since the last Directors’ report.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
In 2002, Infomedia entered into a three year non-exclusive Agreement with General Motors Service and Parts Operations
of North America (GMSPO) (refer Company announcement 29 August 2002). It was a condition of the Agreement that in
the event of non-renewal by GMSPO the parties would enter into a ‘Transition Period’ during which time GMSPO would
continue to provide the data under the same terms and conditions for a further three years, albeit only for the purpose
of maintaining continuity of supply to Infomedia’s existing EPC customer base.
Infomedia has a good working relationship with General Motors and its dealers. The latest version of the Microcat®
EPC for General Motors dealers was developed according to GMSPO management specifi cations during the past year.
Microcat’s recent release has been well received by dealers in the market.
Infomedia had anticipated that the Agreement would be renewed. However, GMSPO has now advised the Company
that it does not intend to renew the Agreement but rather intends to let it enter into the Transition Period for the next
three years.
The Company remains confi dent in the North American market with the recent establishment of its own subsidiary in the
region. For the General Motors dealers who are using Microcat today, it is their EPC of choice. Throughout the Transition
Period, the Company will continue to provide its customers with the highest level of customer support and continuous
product improvement, including new versions of the Microcat system.
General Motors has also communicated to its North American dealers that it intends to offer its own EPC solution
beginning in September 2006.
The fi nancial consequences of moving into the Transition Period are not readily determinable at this time and can be
infl uenced by many dynamics. The current quantity of subscriptions relating to this Agreement is material as it represents
13% of the total Company’s EPC subscriber base.
There has been no other matter or circumstance that has arisen since the end of the fi nancial year that has signifi cantly
affected the operations of the Company, the results of those operations, or the state of affairs of the Company.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Directors anticipate the overall outlook for sales revenue to be relatively fl at as underlying organic growth is offset
by the potential impact of higher currency exchanges rates and intensifi ed market competition. Opportunities for
subscription growth are in the pipeline for the Company’s parts and service solutions.
Meaningful growth in the 2006 fi nancial year will be geared toward the end of the second half. During the fi rst half
of FY2006, management will focus on completing the transitionary process of replacing the third party distribution
relationship in North America with direct representation. This direct representation in North America will provide a
platform for stronger growth.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The consolidated entity is not subject to any particular or signifi cant environmental regulation under a law of the
Commonwealth of Australia or of a State or Territory.
SHARE OPTIONS
Unissued shares
At the date of this report, there were 500,000 unissued ordinary shares under options. Gary Martin was offered
1,000,000 options at an exercise price of fi fty cents. These options include appropriate performance hurdles. The option
Directors’ Report 17
allotment to Gary Martin is subject to approval at the Annual General Meeting to be held in October 2005. Refer to
notes 25 and 27 for further details on the movement in options during the 2005 fi nancial year.
Shares issued as a result of the exercise of options
There were no options exercised by the employees during the year ended 30 June 2005.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
During the year, the Company paid a premium in relation to insuring Directors and other offi cers against liability incurred
in their capacity as a Director or offi cer of the Company.
The insurance contract specifi cally prohibits the disclosure of the nature of the policy and amount of premium paid.
REMUNERATION REPORT
This report outlines the remuneration arrangements in place for Directors and executives of the Company.
Remuneration Philosophy
The performance of the Company depends upon the quality of its Directors and executives. To prosper, the Company
must attract, motivate and retain highly skilled Directors and executives. To this end, the Company embodies the
following principles in its remuneration framework:
• Provide competitive rewards to attract high calibre executives
• Link executive rewards to shareholder value
• Establish appropriate performance hurdles in relation to variable executive remuneration
Remuneration Committee
The Remuneration & Nomination Committee (Remuneration Committee) of the Board of Directors is responsible for
recommending to the Board the Company’s remuneration and compensation policy arrangements for the Directors and
the fi ve most senior executives. The Remuneration Committee assesses the appropriateness of the nature and amount of
these emoluments on a periodic basis by reference to relevant employment market conditions with the overall objective
of ensuring maximum stakeholder benefi t from the retention of a high quality board and executive team.
Remuneration Structure
In accordance with best practice corporate governance recommendations, the structure of non-executive Director and
senior executive remuneration is separate and distinct.
Non-executive Director Remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and
retain Directors of appropriate calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive Directors shall be
determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided
between the Directors as agreed. The latest determination was at the Annual General Meeting held on 30 October 2002
when shareholders approved an aggregate remuneration of $450,000 per year.
The Board has historically considered the advice from external consultants, as well as the fees paid to non-executive
Directors of comparable companies when undertaking a review process.
Senior Executive and Executive Director Remuneration
Objective
The Company aims to reward executives with a level and mix of remuneration commensurate with their position and
responsibilities within the Company so as to:
• reward executives for Company and individual performance against targets set by reference to appropriate
benchmarks;
• align the interests of executives with those of shareholders;
• link reward with the strategic goals and performance of the Company; and
• ensure total remuneration is competitive by market standards.
Structure
In determining the level and make-up of executive remuneration, the Remuneration Committee engaged an external
consultant to provide independent advice in the form of a written report detailing market levels of remuneration for
comparable executive roles.
18 Directors’ Report
Remuneration consists of the following key elements:
- Fixed Remuneration
- Variable Remuneration
- Short Term Incentive (‘STI’); and
- Long Term Incentive (‘LTI’).
The actual proportion of fi xed remuneration and variable remuneration (potential short term and long term incentives) is
established for the four highest positions of seniority by the CEO in conjunction with the Remuneration Committee, and
in the case of the CEO, by the Chairman of the Board in conjunction with the Remuneration Committee. Other executive
salaries are determined by the CEO with reference to market conditions.
Fixed Remuneration
Objective
The level of fi xed remuneration is set so as to provide a base level of remuneration which is both appropriate to the
position and is competitive in the market. Fixed remuneration is reviewed periodically by the CEO in conjunction with
the Remuneration Committee for the four highest positions of seniority, and in the case of the CEO, by the Chairman of
the Board in conjunction with the Remuneration Committee. All other executive positions are reviewed periodically by
the CEO. As noted above, the Committee has access to external advice independent of management.
Structure
Executives are given the opportunity to receive their fi xed (primary) remuneration in a variety of forms including cash or
other designated employee expenditure such as motor vehicles. It is intended that the manner of payment chosen will
be optimal for the recipient without creating undue cost for the Company.
Variable Remuneration – Short Term Incentive (STI)
Objective
The objective of short term remuneration is to link the achievement of both individual performance and Company
performance with the remuneration received by the executive.
Structure
The structure of short term remuneration is moving toward a cash bonus dependent upon a combination of individual
performance objectives and Company objectives being met. This refl ects the Company wide adoption during the course
of the fi nancial year of new ‘Performance Planning & Review’ (PPR) procedures. Individual performance objectives centre
around key focus areas. Company objectives include achieving budgetary targets that are set at the commencement of
the fi nancial year, adjusted where necessary for currency fl uctuations.
These performance conditions were chosen, in the case of individual performance objectives, to promote and maintain
the individual’s focus on their own contribution to the Company’s strategic objectives through individual achievement in
key result areas (KRAs) which include, for example, ‘leadership’, ‘decision making’, ‘results’ and ‘risk management’. In the
case of Company objectives, budgetary performance conditions were chosen to promote and maintain a collaborative,
Company wide focus on the achievement of those targets.
In assessing whether an individual performance condition has been satisfi ed, pre-agreed key performance indicators
(KPIs) will be used. In assessing whether Company objectives have been satisfi ed, Board level pre-determined budgetary
targets will be used. These methods have been chosen to create clear and measurable performance targets.
Variable Remuneration – Long Term Incentive (LTI)
Objective
The objective of the LTI plan is to reward executives in a manner which aligns this element of remuneration with the
creation of shareholder wealth. As such, LTI grants are made to executives who are able to infl uence the generation
of shareholder wealth and thus have a direct impact on the Company’s performance against the relevant long term
performance hurdle.
Structure
The structure of long term remuneration is in the form of share options pursuant to the employee option and employee
share plans. Performance hurdles have been introduced for all share options issued after 31 December 2004 and are
determined upon grant of those share options. These hurdles typically relate to the Company’s share price reaching or
exceeding a particular level. These methods were chosen to create clear and measurable performance expectations.
Directors’ Report 19
Employment Contracts
The table and notes below summarise current executive employment contracts with the Company as at the date of this report:
Gary Martin
Andrew Pattinson
Nick Georges
Peter Adams
Michael Roach
Commencement Date
per Latest Contract
1 January 2005
5 April 2004
3 April 2000
1 January 2005
12 November 2001
Damon Fieldgate
10 March 2003
Linda Scott
6 November 2002
Duration
3 years
3 years
continuing
3 years
continuing
3 years
3 years
Notice Period –
Company
Notice Period - Executive
6 months*
3 months
3 months
6 months*
5 weeks
1 month
3 months
6 months
3 months
3 months
6 months
5 weeks
1 month
3 months
The Company may terminate each of the contracts at any time without notice if serious misconduct has occurred. Options that have not yet vested upon
termination will be forfeited.
* In the event of redundancy, in addition to six months notice, the Company will provide the individual with a severance payment equivalent to three weeks’
base salary for each completed year of continuous service with the Company provided, however, that the minimum severance payment will be 26 weeks’ base
salary and the maximum severance payment will not exceed 52 weeks’ base salary.
Details of the nature and amount of each element of the emolument of each Director of the Company and each of the fi ve executive offi cers of the Company
and the consolidated entity receiving the highest emolument for the fi nancial year are as follows:
Financial Year: 2005
Primary
Post
Employment
Equity
Other
Total
Salary
and Fees
Cash
Bonus
Non
Monetary
Benefi ts
Superannuation
Options
Employee
Share Plan
Termination
benefi ts
$
Specifi ed Directors
Richard Graham (a)
314,570
100,000
37,982
331,069
247,436
155,543
42,000
42,000
42,000
31,338
10,823
-
35,200
10,000
-
-
-
-
-
-
-
-
-
-
-
-
-
13,815
29,796
24,445
13,910
3,780
3,780
3,780
2,997
974
-
30,997
30,997
30,997
-
-
-
-
-
-
1,000
1,000
2,000
-
-
-
-
-
1,216,779
145,200
37,982
97,277
92,991
4,000
-
-
-
-
-
-
-
-
-
-
466,367
392,862
339,078
212,450
45,780
45,780
45,780
34,335
11,797
1,594,229
185,691
192,548
135,742
131,238
100,132
10,000
32,800
10,000
10,957
5,000
3,548
-
-
-
-
16,676
19,255
11,705
11,617
8,885
30,364
4,793
3,196
-
3,196
2,000
2,000
2,000
2,000
2,000
46,500
294,779
-
-
-
-
251,396
162,643
155,812
119,213
745,351
68,757
3,548
68,138
41,549
10,000
46,500
983,843
Andrew Pattinson
Gary Martin
Nick Georges
Myer Herszberg
Geoffrey Henderson
Frances Hernon
Barry Ford
Andrew Moffat
Total Remuneration:
Specifi ed Directors
Specifi ed Executives
Guy Bryant
Peter Adams
Michael Roach
Damon Fieldgate
Linda Scott
Total Remuneration:
Specifi ed Executives
20 Directors’ Report
(a) Salary and fees for Richard Graham includes $176,819 of leave entitlements paid upon resignation as CEO effective 31 December 2004.
(b) The value attributed to the employee share plan is calculated as the total number of shares allotted multiplied by the weighted average market price of the
fi ve trading days on the Australian Stock Exchange preceding fi rst date of offer.
(c) Options granted as part of remuneration have been valued using a binomial option-pricing model with the following weighted average assumptions used
for grants made in the 2004 fi nancial year. There were no grants to specifi ed executives or specifi ed Directors in the 2005 fi nancial year.
Financial Year:
2004
Dividend yield
Expected and historic volatility
Risk-free interest rate
Expected life of option
5%
31%
5.4%
Three years
DIRECTORS’ MEETINGS
The number of meetings of Directors (including meetings of committees of Directors) held during the year and the number of meetings attended by each Direc-
tor were as follows:
Directors’ Meetings
Audit & Risk
Corporate Governance
Remuneration &
Nomination
Committee Meetings
Number of meetings held:
Number of meetings attended:
Richard Graham
Gary Martin*
Geoffrey Henderson
Myer Herszberg
Frances Hernon
Andrew Moffat**
Andrew Pattinson***
Barry Ford****
Nick Georges (Alternate)
14
14
9
14
13
12
6
3
8
2
3
–
–
3
3
–
1
–
2
–
3
–
–
3
3
2
–
–
–
–
4
–
–
–
3
4
2
–
1
–
*
**
***
****
Gary Martin was elected to the Board at the 2004 Annual General Meeting
Andrew Moffat was appointed to the Board effective 31 March 2005
Andrew Pattinson resigned as a Director on 28 October 2004
Barry Ford retired from the Board effective 31 March 2005
ROUNDING
The amounts contained in this report and in the fi nancial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option
available to the Company under ASIC class Order 98/0100. The Company is an entity to which the Class Order applies.
TAX CONSOLIDATION
Effective 1 July 2002, for the purposes of income taxation, Infomedia Ltd and its 100% owned Australian subsidiaries have formed a tax consolidated group.
Members of the group have entered into a tax sharing arrangement in order to allocate income tax expense to the wholly-owned subsidiaries on a pro-rata
basis. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations.
CORPORATE GOVERNANCE
In recognising the need for high standards of corporate behaviour and accountability, the Directors of Infomedia Ltd support and have adhered to the principles
of good corporate governance. The Company’s Corporate Governance Statement begins on page 60.
Directors’ Report 21
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The directors received the following declaration from the auditor of the Company:
Auditor’s Independence Declaration to the Directors of Infomedia Ltd
In relation to our audit of the fi nancial report of Infomedia Ltd for the fi nancial year ended 30 June 2005,
to the best of my knowledge and belief, there have been no contraventions of the auditor independence
requirements of the Corporations Act 2001 or any applicable code of professional conduct.
Ernst & Young
J K Haydon
Partner
Sydney
Date: 24 August 2005
NON-AUDIT SERVICES
The following non-audit services were provided by the Company’s auditor, Ernst & Young. The Directors are satisfi ed
that the provision of non-audit services is compatible with the general standard of independence for auditors imposed
by the Corporations Act. The nature and scope of the non-audit service provided means that auditor independence was
not compromised.
Ernst & Young received or are due to receive the following amounts for the provision of non-audit services:
Indirect tax advisory services: $20,280
Signed in accordance with a resolution of the Directors.
Richard David Graham
Chairman of the Board
Sydney, 24 August 2005
22 Directors’ Report
Statement of Financial Performance
YEAR ENDED 30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
Revenue from ordinary activities
Expenses from ordinary activities excluding borrowing costs
Borrowing costs expense
Profi t from ordinary activities before income tax expense
Income tax expense relating to ordinary activities
Profi t from ordinary activities after income tax expense
2(i)
2(ii)
2(iii)
3
5
Net exchange difference on translation of fi nancial statements of
foreign controlled entity
Total revenues, expenses and valuation adjustments attributable to
Infomedia Ltd and recognised directly in equity
Total changes in equity other than those resulting from
transactions with owners as owners
2005
$’000
64,250
(55,310)
(97)
8,843
(3,374)
5,469
(28)
(28)
2004
$’000
73,005
(42,994)
(283)
29,728
(9,042)
20,686
9
9
2005
$’000
56,333
(48,015)
(97)
8,221
(2,917)
5,304
-
-
2004
$’000
68,817
(38,361)
(283)
30,173
(9,074)
21,099
-
-
5,441
20,695
5,304
21,099
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Franked dividends per share (cents per share)
22
22
4
1.68
1.68
3.40
6.37
6.36
3.80
Statement of Financial Performance 23
Statement of Financial Position
AT 30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
CURRENT ASSETS
Cash
Receivables
Inventories
Property held for resale
Other
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Receivables
Investments
Property, plant and equipment
Intangible assets
Deferred research and development costs
Deferred tax assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Payables
Provisions excluding tax liabilities
Provision for income tax
Deferred revenue
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Interest-bearing liabilities
Provisions excluding tax liabilities
Deferred tax liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Retained profi ts
TOTAL EQUITY
24 Statement of Financial Position
2005
$’000
10,821
6,042
88
-
540
2004
$’000
6,887
9,389
95
1,534
364
2005
$’000
8,803
4,607
44
-
434
2004
$’000
6,333
8,565
68
-
328
17,491
18,269
13,888
15,294
1,260
-
22,582
8,791
3,657
988
37,278
54,769
3,640
1,971
1,215
810
7,636
-
534
1,338
1,872
9,508
45,261
17,488
(19)
27,792
45,261
-
-
23,026
23,671
3,708
748
51,153
69,422
5,103
1,140
1,673
1,503
9,419
4,173
704
3,605
8,482
17,901
51,521
23,303
247
5,263
5,289
3,657
779
38,538
52,426
2,994
1,294
1,080
367
5,735
-
460
1,097
1,557
7,292
45,134
23,180
247
5,344
19,547
3,708
678
52,704
67,998
4,713
950
1,673
1,057
8,393
4,173
296
3,605
8,074
16,467
51,531
17,488
17,488
17,488
9
34,024
51,521
-
27,646
45,134
-
34,043
51,531
6
7
8
9
10
12
13
14
15
16
17
18
19
20
21
5
5
Statement of Cash Flows
YEAR ENDED 30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Borrowing costs
Income tax paid
NET CASH FLOWS FROM OPERATING ACTIVITIES
23(a)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of shares in controlled entity
NET CASH FLOWS USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Repayment of borrowings
Loan to controlled entity for property purchase
2005
$’000
64,097
(38,065)
272
(97)
(6,332)
19,875
(1,801)
1,734
-
(67)
1,000
(5,173)
-
2004
$’000
67,616
(36,879)
428
(283)
(4,441)
26,441
(21,101)
2,515
-
2005
$’000
48,754
(22,557)
255
(97)
(6,332)
20,023
(1,679)
-
-
(18,586)
(1,679)
7,000
(14,982)
-
1,000
(5,173)
-
Dividends paid on ordinary shares
(11,701)
(12,338)
(11,701)
Proceeds from exercise of options by employees
Finance lease principal
NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
NET (DECREASE)/INCREASE IN CASH HELD
Add opening cash brought forward
-
-
(15,874)
3,934
6,887
CLOSING CASH CARRIED FORWARD
23(b)
10,821
14
(14)
(20,320)
(12,465)
19,352
6,887
-
-
(15,874)
2,470
6,333
8,803
2004
$’000
63,771
(32,592)
410
(283)
(4,384)
26,922
(3,262)
1,770
(247)
(1,739)
7,000
(14,982)
(17,531)
(12,338)
14
(14)
(37,851)
(12,668)
19,001
6,333
Statement of Cash Flows 25
Notes to the
Financial Statements
30 June 2005
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of accounting
The fi nancial statements have been prepared in accordance with the historical cost convention.
The fi nancial report is a general purpose fi nancial report which has been prepared in accordance with the requirements
of the Corporations Act 2001 which includes applicable Accounting Standards. Other mandatory professional reporting
requirements (Urgent Issues Group Consensus Views) have also been complied with.
(b) Changes in accounting policies
The accounting policies adopted are consistent with those of the previous year with the exception of the accounting
policy for cost of sales. Cost of sales includes direct wages and salaries which relate directly to the sale of the product.
The comparative numbers have not been restated. This reclassifi cation has no impact on profi t from ordinary activities
(refer note 2(ii) for details).
(c) Principles of consolidation
The consolidated fi nancial statements are those of the economic entity, comprising Infomedia Ltd (the parent entity) and
all entities which Infomedia Ltd controlled from time to time during the year and at balance date.
Information from the fi nancial statements of subsidiaries is included from the date the parent company obtains control
until such time as control ceases. Where there is loss of control of a subsidiary, the consolidated fi nancial statements
include the results for the part of the reporting period during which the parent company has control.
Subsidiary acquisitions are accounted for using the purchase method of accounting.
The fi nancial statements of subsidiaries are prepared for the same reporting period as those of the parent entity, using
consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist.
All intercompany balances and transactions, including unrealised profi ts arising from intra-group transactions, have been
eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
(d) Foreign currencies
Translation of foreign currency transactions
Transactions in foreign currencies of entities within the consolidated entity are converted to local currency at the rate of
exchange ruling at the date of the transaction.
Amounts payable to and by the entities within the consolidated entity that are outstanding at the balance date and are
denominated in foreign currencies have been converted to local currency using rates of exchange ruling at the end of
the fi nancial year.
Except for certain specifi c hedges and hedges of foreign currency operations, all resulting exchange differences arising
on settlement or re-statement are brought to account in determining the profi t or loss for the fi nancial year, and
transaction costs, premiums and discounts on forward currency contracts are deferred and amortised over the life of
the contract.
Forward exchange contracts
The consolidated entity enters into forward exchange contracts where it agrees to sell specifi ed amounts of foreign
currencies in the future at a predetermined exchange rate. The objective is to match the contract with anticipated future
cash fl ows from sales and purchases in foreign currencies, to protect the consolidated entity against the possibility of loss
from future exchange rate fl uctuations. The forward exchange contracts are usually for no longer than 12 to 24 months.
Forward exchange contracts are recognised at the date the contract is entered. Exchange gains or losses on forward
exchange contracts are charged to the profi t and loss except those relating to hedges of specifi c commitments which
are deferred and included in the measurement of the sale or purchase.
Translation of fi nancial reports of overseas operations
All overseas operations are deemed self-sustaining, as each is fi nancially and operationally independent of Infomedia Ltd.
26 Notes to the Financial Statements
30 June 2005
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The fi nancial reports of overseas operations are translated using the current rate method and any exchange differences
are taken directly to the foreign currency translation reserve.
(e) Cash and cash equivalents
Cash on hand and in banks and short-term deposits are stated at nominal values.
For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market
investments readily convertible to cash within two working days, net of outstanding bank overdrafts.
(f) Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectable debts. An
estimate for doubtful debts is made when collection is no longer probable. Bad debts are written-off as incurred.
Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as income
on an accrual basis.
(g) Investments
All non-current investments are carried at the lower of cost and recoverable amount.
(h) Inventories
Manufacturing
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
Raw materials – purchase cost on a fi rst-in-fi rst-out basis; and
Work-in-progress – cost of direct labour and materials.
(i) Property held for resale
Freehold property and other assets held for resale are valued at the lower of cost or net realisable value.
(j) Recoverable amount
Non-current assets are not carried at an amount above their recoverable amount, and where carrying values exceed this
recoverable amount, assets are written down.
(k) Property, plant and equipment
Cost and valuation
Property, plant and equipment are carried at cost.
Depreciation
Depreciation is provided on a straight line basis on all property, plant and equipment, other than freehold land.
Major depreciation periods are:
Freehold buildings:
Leasehold improvements:
Plant and equipment:
Plant and equipment under lease:
2005
40 years
5 to 20 years
3 to 15 years
3 years
2004
40 years
5 to 20 years
3 to 15 years
3 years
(l) Leases
Leases are classifi ed at their inception as either operating or fi nance leases based on the economic substance of the
agreement so as to refl ect the risks and benefi ts incidental to ownership.
Operating leases
The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and
benefi ts of ownership of the leased item, are recognised as an expense on a straight line basis.
Contingent rentals are recognised as an expense in the fi nancial year in which they are incurred.
Finance leases
Leases which effectively transfer substantially all of the risks and benefi ts incidental to ownership of the leased item
to the group are recognised at the present value of the minimum lease payments and disclosed as property, plant and
equipment under lease. A lease liability of equal value is also recognised.
Capitalised lease assets are depreciated over the estimated useful life of the assets. Minimum lease payments are
allocated between interest expense and reduction of the lease liability with the interest expense calculated using the
interest rate implicit in the lease and charged directly to profi t and loss.
The cost of improvements to or on leasehold property is recognised, disclosed as leasehold improvements, and amortised
over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is the shorter.
Notes to the Financial Statements 27
30 June 2005
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m) Intangibles
Goodwill
Goodwill represents the excess of the purchase consideration over the fair value of identifi able net assets acquired at the
time of acquisition of a business or shares in a controlled entity.
Goodwill is amortised by the straight-line method over the period during which benefi ts are expected to be received.
This is taken as being 10 years.
Intellectual property
Intellectual property relates to copyright and software codes over key products. Intellectual property is amortised over
its useful life, being 10 years.
(n) Trade and other payables
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid
in the future for goods and services received, whether or not billed to the consolidated entity.
Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as
an expense on an accrual basis.
(o) Provisions
Provisions are recognised when the economic entity has a legal, equitable or constructive obligation to make a future
sacrifi ce of economic benefi ts to other entities as a result of past transactions or other past events, it is probable that a future
sacrifi ce of economic benefi ts will be required and a reliable estimate can be made of the amount of the obligation.
A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly
recommended on or before the reporting date.
(p) Revenue in advance
Certain contracts allow annual subscriptions to be invoiced in advance. The components of revenue relating to the
subscription period beyond balance date are recorded as a liability.
(q) Loans and borrowings
All loans are measured at the principal amount. Interest is charged as an expense as it accrues.
(r) Contributed equity
Contributed equity is recognised at the fair value of the consideration received by the Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share
proceeds received.
(s) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the entity and the revenue
can be reliably measured. The following specifi c recognition criteria must also be met before revenue is recognised:
Subscriptions
Subscription revenue is recognised when the copyright article has passed to the buyer with related support revenue
being recognised over the service period. Where the copyright article and related support revenue are inseparable, then
the revenue is recognised over the service period.
Interest
Control of a right to receive consideration for the provision of, or investment in, assets has been attained.
(t) Cost of sales
Cost of sales includes the direct cost of raw materials, direct salary and wages, and agency costs associated with the
manufacture and distribution of the product.
(u) Taxes
Income taxes
Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated
on the accounting profi t after allowing for permanent differences. To the extent timing differences occur between the
time items are recognised in the fi nancial statements and when items are taken into account in determining taxable
income, the net related taxation benefi t or liability, calculated at current rates, is disclosed as a future income tax benefi t
or a provision for deferred income tax. The net future income tax benefi t relating to tax losses is not carried forward as
an asset unless the benefi t is virtually certain of being realised.
28 Notes to the Financial Statements
30 June 2005
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except:
- where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST is recognised as part of the acquisition of the asset or as part of the expense item as applicable; and
- receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the Statement of Financial Position.
Cash fl ows are included in the Statement of Cash Flows on a gross basis and the GST component of cash fl ows arising
from investing and fi nancing activities, which is recoverable from, or payable to, the taxation authority are classifi ed
as operating cash fl ows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
Tax consolidation
Members of the group have entered into a tax sharing arrangement in order to allocate income tax expense to the
wholly-owned subsidiaries on a pro-rata basis. In addition, the agreement provides for the allocation of income tax
liabilities between the entities should the head entity default on its tax payment obligations.
(v) Employee entitlements
Provision is made for employee entitlement benefi ts accumulated as a result of employees rendering services up to the
reporting date. These benefi ts include wages and salaries, annual leave and long service leave.
Liabilities arising in respect of wages and salaries, annual leave and any other employee entitlements expected to be
settled within 12 months of the reporting date are measured at their nominal amounts based on remuneration rates
which are expected to be paid when the liability is settled. All other employee entitlement liabilities are measured at
the present value of the estimated future cash outfl ow to be made in respect of services provided by employees up to
the reporting date. In determining the present value of future cash outfl ows, the interest rates attaching to government
bonds which have terms to maturity approximating the terms of the related liability are used.
Employee entitlements, expenses and revenues arising in respect of the following categories:
• wages and salaries, non-monetary benefi ts, annual leave, long service leave and other leave entitlements; and
• other types of employee entitlements,
are charged against profi ts on a net basis in their respective categories.
The value of shares issued under the employee share scheme described in note 25 is not being charged as an employee
entitlement expense.
In respect of the consolidated entity’s accumulated benefi ts superannuation plans, any contributions made to the
superannuation funds by entities within the consolidated entity are charged against profi ts when due.
(w) Research and development costs
Research and development costs are expensed as incurred, except where the future benefi ts are recoverable beyond any
reasonable doubt. When research and development costs are deferred, such costs are amortised over future periods on a
basis related to expected future benefi ts. Unamortised costs are reviewed at each balance date to determine the amount
(if any) that is no longer recoverable and any amount identifi ed is written off.
(x) Earnings per share
Basic earnings per share (EPS) is determined by dividing the profi t from ordinary activities after related income tax
expense by the weighted average number of ordinary shares outstanding during the fi nancial year.
Diluted EPS is calculated as net profi t attributable to members, adjusted for:
- cost of servicing equity (other than dividends);
-
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
- other non-discretionary changes in revenue or expenses during the period that would result from the dilution of
potential ordinary shares,
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any
bonus element.
Notes to the Financial Statements 29
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
2. PROFIT FROM ORDINARY ACTIVITIES
Profi t from ordinary activities before income tax expense includes the
following revenues and expenses whose disclosure is relevant in
explaining the fi nancial performance of the entity:
(i) Revenues from ordinary activities
Sales revenue
Interest revenue
- Wholly owned group
- Other persons/corporations
Total interest revenue
Gross proceeds on sale of property held for resale
Gross proceeds on sale of non current assets
Foreign currency exchange gain
Proceeds from settlement of legal claims
Other revenue
Revenues from ordinary activities
(ii) Expenses from ordinary activities excluding borrowing costs
Cost of sales – direct wages
Cost of sales – other
Salaries and wages (including on-costs)
Redundancies and associated costs
Non-cancellable surplus lease space
Depreciation of non-current assets
- Buildings
- Leasehold improvements
- Offi ce equipment
- Furniture and fi ttings
- Plant and equipment
Total depreciation of non-current assets
Amortisation of non-current assets
- Goodwill
- Intellectual property
- Deferred research and development costs
Total amortisation of non-current assets
Decrement in value of non-current assets:
- Research and development
- Goodwill
- Intellectual property
Total decrement in value of non-current assets
Net book value of assets disposed
Management fee paid to controlled entities
Bad and doubtful debts
Operating lease rental
Foreign currency exchange loss
Foreign currency contract costs amortised
Costs incurred in establishing European operations
(iv)
(iv)
(vi)
(vi)
(vi)
(vi)
(iv)
Legal costs incurred in enforcement of contractual rights
(vi)
Other expenses
Expenses from ordinary activities
30 Notes to the Financial Statements
59,137
69,567
52,628
65,715
-
272
272
1,734
-
-
2,489
618
64,250
7,832
9,572
17,404
9,109
475
178
345
495
998
46
354
2,238
1,238
1,702
729
3,669
812
351
11,589
12,752
1,541
-
737
667
134
316
-
1,227
4,863
55,310
-
428
428
-
2,515
193
-
302
73,005
-
14,604
14,604
15,191
-
-
267
571
1,022
68
293
2,221
1,276
1,829
771
3,876
-
-
-
-
1,893
-
103
563
-
345
487
-
3,711
42,994
961
255
1,216
-
-
-
2,489
-
56,333
6,377
8,164
14,541
7,898
475
178
-
455
908
43
354
1,760
767
1,552
729
3,048
812
351
11,589
12,752
-
917
422
1,162
110
316
-
1,227
3,209
48,015
726
411
1,137
-
1,770
195
-
-
68,817
-
13,980
13,980
12,291
-
-
5
531
904
64
293
1,797
805
1,679
771
3,255
-
-
-
-
1,214
1,097
103
903
-
345
-
-
3,376
38,361
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
2. PROFIT FROM ORDINARY ACTIVITIES (CONTINUED)
(iii) Borrowing costs
Interest expense
- other corporations
Borrowing costs
(iv) Profi t on sale of assets
Gross proceeds from the sale of property held for resale
Gross proceeds from the sale of non current assets
Net book value of assets disposed
Profi t on sale of assets
(v) Research and development costs
(included within item 2(ii) above)
Total research and development costs incurred during the period
Less: research and development costs deferred
14
Net research and development costs expensed
(vi) Net signifi cant items (included within item 2(ii) above)
Signifi cant items charged to profi t from ordinary activities:
Decrement in value of non current assets
(vii)
Legal costs incurred in enforcement of contractual rights
Redundancies and associated costs
Non-cancellable surplus lease space
Less:
Signifi cant items credited to profi t from ordinary activities:
Proceeds from settlement of legal claims
Net signifi cant items charged to profi t from ordinary activities
before tax
Tax effect on signifi cant items
Net signifi cant items charged to profi t
from ordinary activities after tax
(vii) Decrement in value of non-current assets (included
within item 2(ii) and 2(vi) above)
Discontinued use of intellectual property as the result of product
substitution and market transition
Writedown of assets to net recoverable amount associated with
the Business Systems division
30
30
97
97
1,734
-
(1,541)
193
3,482
(1,490)
1,992
12,752
1,227
475
178
(2,489)
12,143
(3,065)
9,078
10,405
2,347
12,752
283
283
-
2,515
(1,893)
622
97
97
-
-
-
-
3,551
(1,731)
1,820
3,482
(1,490)
1,992
-
-
-
-
-
-
-
-
-
-
-
12,752
1,227
475
178
(2,489)
12,143
(3,065)
9,078
10,405
2,347
12,752
283
283
-
1,770
(1,214)
556
3,551
(1,731)
1,820
-
-
-
-
-
-
-
-
-
-
-
Notes to the Financial Statements 31
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
3. INCOME TAX
The prima facie tax on operating profi t differs from the income tax
provided in the fi nancial statements as follows:
Prima facie tax on operating profi t
Tax effect of permanent differences
Legal expense
Entertainment
Non-deductible depreciation
Amortisation of intangible assets
Additional research and development deduction
Intellectual property – copyright deduction
Decrement in value of non-current assets
Tax losses utilised
Other
Over provision of previous year
Income tax expense attributable to operating profi t
4. DIVIDENDS PROPOSED OR PAID
(a) Dividends paid during the year:
Franked interim - 1.70 cents (2004:1.90) per share
Prior year fi nal franked dividend – 1.90 (2003: 1.90 cents) per share
Total dividends paid during the year
(b) Dividends proposed and not recognised as a liability:
2005
$’000
2004
$’000
2005
$’000
2004
$’000
2,653
8,918
2,466
9,052
17
24
104
427
(283)
(24)
577
64
63
(248)
3,374
152
35
80
470
(421)
(24)
-
-
(2)
(166)
9,042
17
21
-
277
(283)
(24)
577
-
71
(205)
2,917
152
32
2
319
(421)
(24)
-
-
-
(38)
9,074
5,527
6,174
11,701
6,170
6,168
12,338
5,527
6,174
11,701
6,170
6,168
12,338
Final franked dividend - 1.70 cents (2004: 1.90) per share
5,533
6,174
5,533
6,174
The tax rate at which dividends were franked is 30%
The amount of franking credits available for the subsequent fi nancial
year are:
–
–
franking account balance as at the end of the fi nancial year
franking credits that will arise from the payment of income tax
payable as at the end of the fi nancial year
The tax rate at which paid dividends have been franked is 30% (2004: 30%).
Dividends proposed will be franked at the rate of 30% (2004: 30%).
11,730
9,216
1,215
12,945
1,673
10,889
32 Notes to the Financial Statements
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
5. RETAINED PROFITS AND RESERVES
(a) Retained profi ts
Balance at the beginning of the year
Profi t from ordinary activities after income tax expense
Total available for appropriation
Dividends provided for or paid
Balance at the end of the year
(b) Foreign currency translation reserve
(i) Nature and purpose of reserve
The foreign currency translation reserve is used to record exchange
differences arising from the translation of the fi nancial statements
of self-sustaining operations.
(ii) Movement in reserve
Balance at the beginning of the year
Gain/(loss) on translation of overseas controlled entity
Balance at end of the year
6. RECEIVABLES (CURRENT)
Trade debtors
Provision for doubtful debts
Other debtors
Net foreign currency forward contracts receivable
2005
$’000
2004
$’000
2005
$’000
2004
$’000
34,024
5,469
39,493
(11,701)
27,792
25,676
20,686
46,362
(12,338)
34,024
34,043
5,304
39,347
(11,701)
27,646
25,282
21,099
46,381
(12,338)
34,043
9
(28)
(19)
6,464
(877)
5,587
455
-
6,042
-
9
9
8,486
(140)
8,346
278
765
9,389
-
-
-
4,717
(562)
4,155
452
-
4,607
-
-
-
7,653
(140)
7,513
287
765
8,565
(a) Terms and conditions relating to the above fi nancial instruments are set out in Note 31.
Notes to the Financial Statements 33
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
7. INVENTORIES (CURRENT)
Raw materials
At cost
Total inventories at the lower of
cost and net realisable value
8. OTHER CURRENT ASSETS
Prepayments
9. RECEIVABLES (NON-CURRENT)
Wholly-owned group – subsidiary entities
Other
10. INVESTMENTS (NON-CURRENT)
Investments at cost comprise:
Controlled entities – unlisted
11
Total investments at lower of cost and recoverable amount
11. INTERESTS IN SUBSIDIARIES
Name
Country of
incorporation
Percentage of equity
interest held by the
consolidated entity
IFM Europe Ltd
- ordinary shares
United
Kingdom
Infomedia Investments Pty Ltd
2005
%
100
- ordinary shares - $2 only
Australia
100
Datateck Publishing Pty Ltd
2004
%
100
100
- ordinary shares - $4 only
Australia
100
100
AutoConsulting Pty Ltd
- ordinary shares - $1 only
Australia
100
100
IFM North America Inc
- ordinary shares
United States
of America
100
-
34 Notes to the Financial Statements
88
88
540
540
-
1,260
1,260
-
-
95
95
364
364
-
-
-
-
-
44
44
434
434
68
68
328
328
22,043
1,260
23,303
23,180
-
23,180
247
247
247
247
247
247
-
-
-
-
-
-
-
-
247
247
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
12. PROPERTY, PLANT AND EQUIPMENT
Freehold land and buildings
At cost
Provision for depreciation
Leasehold improvements
At cost
Provision for amortisation
17,531
(555)
16,976
3,039
(901)
2,138
17,531
(210)
17,321
2,664
(419)
2,245
Total land and buildings
19,114
19,566
Offi ce equipment
At cost
Provision for depreciation
Furniture and fi ttings
At cost
Provision for depreciation
Plant and equipment
At cost
Provision for depreciation
5,772
(3,580)
2,192
554
(167)
387
2,512
(1,623)
889
4,691
(2,582)
2,109
471
(121)
350
2,325
(1,324)
1,001
-
-
-
2,764
(725)
2,039
2,039
4,995
(3,038)
1,957
529
(151)
378
2,512
(1,623)
889
-
-
-
2,391
(283)
2,108
2,108
4,024
(2,130)
1,894
449
(108)
341
2,325
(1,324)
1,001
Total plant and equipment
3,468
3,460
3,224
3,236
Total property, plant and equipment
At cost
Provision for depreciation and amortisation
Total written down amount
29,408
(6,826)
22,582
27,682
(4,656)
23,026
10,800
(5,537)
5,263
9,189
(3,845)
5,344
(a) Valuations
The fair values of freehold land and buildings have been determined by reference to an independent valuation performed on a market value basis being the
estimated amounts for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arms length transaction after
proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of land and buildings at the valuation
date, being 7 June 2004, was $17,500,000.
Notes to the Financial Statements 35
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
12. PROPERTY, PLANT AND EQUIPMENT
(CONTINUED)
(b) Reconciliation of property, plant and equipment carrying
values
Freehold land and buildings
Carrying amount – opening balance
Additions
Disposals
Transfer to property held for resale
Depreciation
Carrying amount – closing balance
Leasehold improvements
Carrying amount – opening balance
Additions
Disposals
Transfer to property held for resale
Depreciation
Carrying amount – closing balance
Offi ce equipment
Carrying amount – opening balance
Additions
Depreciation
Carrying amount – closing balance
Furniture and fi ttings
Carrying amount – opening balance
Additions
Depreciation
Carrying amount – closing balance
Plant and equipment
Carrying amount – opening balance
Additions
Disposals
Depreciation
Carrying amount – closing balance
36 Notes to the Financial Statements
17,321
-
-
-
(345)
16,976
2,245
388
-
-
(495)
2,138
2,109
1,081
(998)
2,192
350
83
(46)
387
1,001
249
(7)
(354)
889
2,741
17,531
(1,247)
(1,437)
(267)
17,321
1,066
1,945
(98)
(97)
(571)
2,245
2,050
1,081
(1,022)
2,109
371
47
(68)
350
854
498
(58)
(293)
1,001
-
-
-
-
-
-
2,108
386
-
-
(455)
2,039
1,894
971
(908)
1,957
341
80
(43)
378
1,001
242
-
(354)
889
616
-
(611)
-
(5)
-
910
1,827
(98)
-
(531)
2,108
1,910
888
(904)
1,894
358
47
(64)
341
808
498
(12)
(293)
1,001
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
13. INTANGIBLE ASSETS
Goodwill – at cost
Writedown of goodwill
Accumulated amortisation
Intellectual property – at cost
Writedown of intellectual property
Accumulated amortisation
2005
$’000
2004
$’000
2005
$’000
2004
$’000
12,680
(351)
(4,700)
7,629
18,019
(11,589)
(5,268)
1,162
8,791
12,680
-
(3,462)
9,218
18,019
-
(3,566)
14,453
23,671
7,968
(351)
(2,328)
5,289
16,519
(11,589)
(4,930)
-
5,289
7,968
-
(1,562)
6,406
16,519
-
(3,378)
13,141
19,547
14. DEFERRED RESEARCH AND DEVELOPMENT COSTS
Balance at beginning of year
5,648
3,917
5,648
3,917
Research and development costs incurred during the
year and deferred
Writedown of research and development
Accumulated amortisation
Balance at end of year
15. DEFERRED TAX ASSETS
Future income tax benefi t
16. PAYABLES (CURRENT)
Trade creditors
Other creditors
1,490
(812)
6,326
(2,669)
3,657
988
988
1,598
2,042
3,640
1,731
-
5,648
(1,940)
3,708
748
748
2,038
3,065
5,103
1,490
(812)
6,326
(2,669)
3,657
779
779
1,113
1,881
2,994
1,731
-
5,648
(1,940)
3,708
678
678
1,961
2,752
4,713
(a) Terms and conditions relating to the above fi nancial instruments are set out in note 31.
Notes to the Financial Statements 37
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
17. PROVISIONS EXCLUDING TAX LIABILITIES
(CURRENT)
Employee entitlements
18. DEFERRED REVENUE (CURRENT)
Revenue in advance
Deferred gain on foreign currency forward contracts
25
1,971
1,971
1,140
1,140
777
726
1,503
4,173
4,173
704
-
704
-
-
-
1,294
1,294
367
-
367
-
-
282
178
460
-
178
178
950
950
331
726
1,057
4,173
4,173
296
-
296
-
-
-
810
-
810
-
-
356
178
534
-
178
178
19. INTEREST-BEARING LIABILITIES (NON-CURRENT)
Bank loans
20. PROVISIONS EXCLUDING TAX LIABILITIES
(NON-CURRENT)
Employee entitlements
Provision for non-cancellable surplus lease space
25
(a)
(a) Movement in non-cancellable surplus lease space provision:
Carrying amount at the beginning of the year
Additional provision
Carrying amount at the end of the year
The provision for non-cancellable lease space has been made as
the space will not be used.
38 Notes to the Financial Statements
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
21. CONTRIBUTED EQUITY
Issued and paid up capital
– Shares fully paid 325,156,205 (2004: 324,762,959)
Movement in shares on issue
Beginning of the fi nancial year
Issued during the fi nancial year:
- Employee Share Plan
- Conversion of employee options
End of the fi nancial year
(a) Employee Option Plan
2005
$’000
2004
$’000
2005
$’000
2004
$’000
17,488
17,488
17,488
17,488
17,488
17,488
17,488
17,488
2005
2004
Number of
Shares
$’000
Number of
Shares
$’000
324,762,959
17,488
324,422,732
17,474
25
393,246
-
-
-
324,227
16,000
-
14
325,156,205
17,488
324,762,959
17,488
A total of 100,000 options were issued to eligible employees during the year at an average exercise price of $0.67. Refer to Note 25.
(b) Terms and conditions of contributed equity
Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to participate in the proceeds from
the sale of all surplus assets in proportion to the number and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in
person or by proxy, at a meeting of the Company.
22. EARNINGS PER SHARE
The following refl ects the income and share data used in the
calculations of basic and diluted earnings per share:
Earnings used in calculating basic and diluted earnings per
share
2005
$’000
5,469
2004
$’000
20,686
2005
Number of
Shares
2004
Number of
Shares
Weighted average number of ordinary shares used in
calculating basic earnings per share
325,037,011
324,666,639
Effect of dilutive securities
Share options
Employee Share Plan shares
1,198
7,416
372,599
94,216
Adjusted weighted average number of ordinary shares
used in calculating diluted earnings per share
325,045,625
325,133,454
Notes to the Financial Statements 39
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
23. STATEMENT OF CASH FLOWS
(a) Reconciliation of profi t after tax to the net cash fl ows
from operations
Profi t from ordinary activities after income tax expense
Depreciation of non-current assets
Amortisation of non-current assets
Provision for doubtful debts
Decrement in value of non-current assets
Net profi t from sale of assets
Changes in assets and liabilities
Trade receivables and other debtors
Deferred research and development costs
Trade and other creditors
Provision for employee entitlements
Other provisions
Tax provision
Deferred income tax liability
Future income tax benefi t
Prepayments
Inventories
Revenue in advance
5,469
2,238
3,669
737
12,752
(193)
595
(1,489)
(1,463)
483
178
(458)
(2,267)
(240)
(176)
7
33
20,686
2,221
3,876
91
-
(622)
(2,254)
(1,731)
806
201
-
497
1,601
458
521
10
80
5,304
1,760
3,048
422
12,752
-
2,685
(1,489)
(1,719)
330
178
(593)
(2,508)
(101)
(106)
24
36
21,099
1,797
3,255
91
-
(556)
(851)
(1,731)
545
84
-
517
1,628
362
546
18
118
Net cash fl ow from operating activities
19,875
26,441
20,023
26,922
(b) Reconciliation of cash
Cash balance comprises:
– Cash at bank
– Cash on deposit
(c) Financing facilities available
At reporting date, the following fi nancing facilities had been
negotiated and were available:
Total Facilities:
8,189
2,632
10,821
4,832
2,055
6,887
6,171
2,632
8,803
4,278
2,055
6,333
USD$13 million multi-currency cash advance facility
17,060
18,832
17,060
18,832
Facilities used at reporting date:
Bank loans
Facilities unused at reporting date:
Bank loans
40 Notes to the Financial Statements
-
4,173
-
4,173
17,060
14,659
17,060
14,659
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$’000
2004
$’000
2005
$’000
2004
$’000
24. EXPENDITURE COMMITMENTS
(a) Lease expenditure commitments
Operating leases (non-cancellable):
Minimum lease payments
– Not later than one year
– Later than one year and not later than fi ve years
– Aggregate operating lease expenditure contracted for at
balance date
(b) Assets which are the subject of operating
leases include offi ce space.
25. EMPLOYEE ENTITLEMENTS AND
SUPERANNUATION COMMITMENTS
Employee entitlements
The aggregate employee entitlement liability is comprised of:
Provisions (current)
Provisions (non-current)
Employee Option Plan
505
117
622
540
625
1,165
334
117
451
337
500
837
17
20
1,971
356
2,327
1,140
704
1,844
1,294
282
1,576
950
296
1,246
The Employee Option Plan entitles the Company to offer ‘eligible employees’ options to subscribe for shares in the Company. Options will be granted at a nil
issue price unless otherwise determined by the Directors of the Company and each option enables the holder to subscribe for one share. The exercise price
for the Options granted will be as specifi ed on the option certifi cate or, if not specifi ed, the volume weighted average price for shares of the Company for
the fi ve days trading immediately before the day on which the options were granted. The options may be exercised in accordance with the date determined
by the Board, which must be within four years of the option being granted.
Information with respect to the number of options granted under the employee share incentive scheme is as follows:
Balance at beginning of year
- Granted
- Forfeited
- Exercised
Balance at end of year
Notes
2005
2004
Number of
Options
Weighted
Average
Exercise Price
Number of
Options
Weighted
Average
Exercise Price
25(a)
25(b)
25(c)
25(d)
6,908,000
100,000
(6,281,000)
$0.86
$0.67
$0.88
8,891,583
550,000
(2,517,583)
-
-
(16,000)
727,000
$0.73
6,908,000
$1.07
$0.76
$1.57
$0.88
$0.86
Notes to the Financial Statements 41
25. EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS (CONTINUED)
(a) Options held at the beginning of the reporting period:
The following table summarises information about options held by employees at 1 July 2004
Number of Options
18,000
30,000
5,933,000
477,000
450,000
Grant Date
Earliest Vesting
Date
8/10/2001
8/10/2002
12/11/2001
12/11/2002
Expiry Date
8/10/04
12/11/04
5/7/2002
1/7/2002
26/3/2004
20/5/2005
1/7/2003
1/8/2005
24/5/2004
24/5/2005
31/5/2007
Weighted Average
Exercise Price
$1.29
$1.43
$0.88
$0.73
$0.75
(b) Options granted during the reporting period:
The following table summarises information about options granted by Infomedia Ltd to employees during the year
Number of options
100,000
Grant Date
Earliest Vesting
Date
Expiry Date
Weighted Average
Exercise Price
20/9/2004
20/9/2005
20/9/2007
$0.67
(c) Options exercised during the reporting period:
There were no options exercised during the year ended 30 June 2005.
The following table summarises information about options exercised by employees during the year ended 30 June 2004:
Number of
Options
Grant Date
Exercise Date
Expiry Date
Weighted
Average
Exercise Price
Proceeds
from Shares
Issued
Number
of Shares
Issued
Issue Date
Fair Value of
Shares Issued
16,000
5/7/2002
4/8/2003
20/5/2005
0.88
$14,080
16,000
18/8/2003
$16,320
Fair value of shares issued during the reporting period is estimated to be the market price of shares of Infomedia Ltd on the ASX as at the close of trading
on their respective issue dates.
(d) Options held at the end of the reporting period:
The following table summarises information about options held by employees at 30 June 2005
Number of options
477,000
150,000
100,000
Grant Date
1/7/2002
24/5/2004
20/9/2004
Earliest Vesting
Date
1/7/2003
24/5/2005
20/9/2005
Expiry Date
1/8/2005
31/5/2007
20/9/2007
Weighted Average
Exercise Price
$0.73
$0.75
$0.67
42 Notes to the Financial Statements
25. EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS (CONTINUED)
Employee Share Plan
The Company provides employees, not including Directors, the opportunity to acquire shares in the Company. The scheme applies to employees with at least 12
months service and provides that offers be made to at least 75% of the persons employed by the Company for at least 12 months and not more than twice in
each fi nancial year. Each offer to each employee cannot exceed a market value of $1,000. The consideration for each share offered will be nil unless otherwise
determined by the Board. Shares may not be offered to employees who are ineligible, being employees with legal or benefi cial interest in more than 5% of the
Company or who control or may cast more than 5% of the maximum votes at a general meeting of the Company. The total number of shares issued pursuant
to the Employee Share Plan at the date of this report is 1,488,912 (2004: 973,114). The following table lists the number of shares issued by tranche since the
inception of the plan.
Date of Issue
Number of Shares
5/2/2001
5/10/2001
21/1/2002
19/7/2002
6/2/2003
21/7/2003
23/1/2004
15/7/2004
20/1/2005
18/7/2005
Total
60,168
64,872
74,765
125,280
130,986
169,644
154,583
192,816
200,430
315,368
1,488,912
Rounded Unit Price
$
1.81
1.57
1.27
0.77
0.87
0.79
0.93
0.75
0.76
0.50
Value of Tranche
$’000
109
102
95
96
114
134
144
145
153
158
1,250
Superannuation commitments
Contributions are made by the Company in accordance with the relevant statutory requirements. Contributions by the Company for the year ended 30 June 2005
were 9% (2004: 9%) of employee’s wages and salaries which are legally enforceable in Australia. The superannuation plans provide accumulation benefi ts.
Notes to the Financial Statements 43
26. CONTINGENT LIABILITIES
(a) Interlocking guarantees
The bank loan drawings have been made pursuant to a multi-currency cash advance facility. The facility has been provided on the condition of interlocking
guarantees between the Parent entity and its controlled entities (the guarantors).
27. DIRECTOR AND EXECUTIVE DISCLOSURES
(a) Details of specifi ed directors and specifi ed executives
(i) Specifi ed Directors
Richard Graham1
Gary Martin2
Andrew Pattinson3
Barry Ford (resigned 31 March 2005)
Myer Herszberg
Geoffrey Henderson
Frances Hernon
Andrew Moffat (appointed 31 March 2005)
Nick Georges
(ii) Specifi ed Executives
Guy Bryant
Peter Adams
Michael Roach
Damon Fieldgate
Linda Scott
Chairman
Chief Executive Offi cer
Managing Director – IFM Europe Ltd
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Company Secretary, Legal Counsel and Alternate Director
Director Of Technology4
Chief Financial Offi cer
General Manager – Electronic Catalogue and Data Management
General Manager – Business Systems
Human Resources Manager
1. Retired from the position of CEO effective 31 December 2004.
2. Appointed as an Executive Director on 31 October 2004 and promoted to the position of Chief Executive Offi cer effective 1 January 2005.
3. Resigned as a Director on 31 October 2004. Continues in capacity as an executive.
4. Position made redundant on 30 June 2005.
44 Notes to the Financial Statements
27. DIRECTOR AND EXECUTIVE DISCLOSURES (CONTINUED)
(b) Remuneration of specifi ed Directors and specifi ed executives
The Remuneration & Nomination Committee (Remuneration Committee) of the Board of Directors is responsible for recommending to the Board the Company’s
remuneration and compensation policy arrangements for the Directors and the fi ve most senior executives. The Remuneration Committee assesses the appro-
priateness of the nature and amount of these emoluments on a periodic basis by reference to relevant employment market conditions with the overall objective
of ensuring maximum stakeholder benefi t from the retention of a high quality Board and executive team.
In determining the level and make-up of executive remuneration, the Remuneration Committee engaged an external consultant to provide independent advice
in the form of a written report detailing market levels of remuneration for comparable executive roles.
Remuneration consists of the following key elements:
- Fixed Remuneration
- Variable Remuneration
- Short Term Incentive (‘STI’); and
- Long Term Incentive (‘LTI’).
The actual proportion of fi xed remuneration and variable remuneration (potential short term and long term incentives) is established for the four highest posi-
tions of seniority by the CEO in conjunction with the Remuneration Committee, and in the case of the CEO, by the Chairman of the Board in conjunction with
the Remuneration Committee. Other executive salaries are determined by the CEO with reference to market conditions.
Each Executive Director and offi cer has an employment contract with the Company. The contracts provide a notice period not exceeding six months.
Financial Year: 2005
Primary
Post
Employment
Equity
Other
Total
Salary and
Fees
Bonus
Non
Monetary
Benefi ts
Superannuation
Options
Employee
Share Plan
Termination
benefi ts
$
Specifi ed Directors
Richard Graham1
314,570
100,000
37,982
Andrew Pattinson2
331,069
-
Gary Martin3
Nick Georges
247,436
35,200
155,543
10,000
Myer Herszberg
Geoffrey Henderson
Frances Hernon
Barry Ford
Andrew Moffat
42,000
42,000
42,000
31,338
10,823
-
-
-
-
-
-
-
-
-
-
-
-
-
13,815
29,796
24,445
13,910
3,780
3,780
3,780
2,997
974
-
30,997
30,997
30,997
-
1,000
1,000
2,000
-
-
-
-
-
-
-
-
-
-
Total Remuneration:
Specifi ed Directors
1,216,779
145,200
37,982
97,277
92,991
4,000
-
-
-
-
-
-
-
-
-
-
466,367
392,862
339,078
212,450
45,780
45,780
45,780
34,335
11,797
1,594,229
Notes to the Financial Statements 45
27. DIRECTOR AND EXECUTIVE DISCLOSURES (CONTINUED)
Financial Year: 2004
Primary
Post
Employment
Equity
Other
Total
Salary and
Fees
Bonus
Non
Monetary
Benefi ts
Superannuation
Options
Employee
Share Plan
Termination
benefi ts
$
Specifi ed Directors
Andrew Pattinson
237,445
18,000
-
Richard Graham
197,697
42,800
42,800
42,800
42,800
-
-
-
-
-
28,554
-
-
-
-
21,033
17,635
3,875
3,875
3,875
3,875
33,760
-
-
-
-
-
Barry Ford
Myer Herszberg
Geoffrey Henderson
Frances Hernon
Total Remuneration:
Specifi ed Directors
606,342
18,000
28,554
54,168
33,760
-
-
-
-
-
-
-
-
-
-
-
-
-
-
310,238
243,886
46,675
46,675
46,675
46,675
740,824
Footnotes to preceding two tables:
1. Salary and fees for Richard Graham includes $176,819 of leave entitlements paid upon resignation as CEO effective 31 December 2004.
2. Andrew Pattinson was an Executive Director until 28 October 2004 and continues as an executive. The amount shown in the table represents total
remuneration for the full fi nancial year. The total remuneration received during the fi nancial year whilst in the capacity as a Director was $126,726.
3. Gary Martin was appointed as an Executive Director on 28 October 2004. The amounts shown in the table represents total remuneration for the full fi nancial
year. The total remuneration received during the fi nancial year whilst in the capacity as a Director was $239,544.
Financial Year: 2005
Primary
Post
Employment
Equity
Other
Total
Salary and
Fees
Bonus
Non
Monetary
Benefi ts
Superannuation
Options
Employee
Share Plan
Termination
benefi ts
$
Specifi ed Executives
Guy Bryant
185,691
10,000
3,548
Peter Adams
192,548
32,800
Michael Roach
135,742
10,000
Damon Fieldgate
131,238
10,957
Linda Scott
100,132
5,000
-
-
-
-
16,676
19,255
11,705
11,617
8,885
30,364
4,793
3,196
-
3,196
2,000
2,000
2,000
2,000
2,000
46,500
-
-
-
-
294,779
251,396
162,643
155,812
119,213
Total Remuneration:
Specifi ed Executives
745,351
68,757
3,548
68,138
41,549
10,000
46,500
983,843
46 Notes to the Financial Statements
Financial Year: 2004
Primary
Post
Employment
Equity
Other
Total
Salary &
Fees
147,616
158,304
140,929
145,104
108,114
Bonus
24,000
24,000
12,000
12,000
6,000
Non
Monetary
Benefi ts
19,650
1,497
-
-
-
Superannuation
Options
Employee
Share Plan
Termination
benefi ts
$
13,113
13,947
12,519
12,816
9,619
33,760
8,149
33,760
5,220
3,480
2,000
2,000
2,000
2,000
2,000
-
-
-
-
-
-
240,139
207,897
201,208
177,140
129,213
955,597
700,067
78,000
21,147
62,014
84,369
10,000
Specifi ed Executives
Gary Martin
Guy Bryant
Nick Georges
Peter Adams
Michael Roach
Total Remuneration:
Specifi ed Executives
(c) Remuneration options: granted and vested during the year
There were no options granted to specifi ed Directors and specifi ed executives during the year. As at 30 June 2005, all options granted in prior years to specifi ed
Directors and specifi ed executives have expired with the exception of 150,000 options granted to Guy Bryant on 24 May 2004. These options have vested with
a strike price of 75 cents and last exercise date of 31 May 2007.
(d) Shares issued on exercise of remuneration options
No options were exercised during the year by either specifi ed Directors or specifi ed executives.
(e) Option holdings of specifi ed Directors and specifi ed executives
Balance at
Beginning
of Period
1 July 2004
582,000
582,000
582,000
540,000
90,000
60,000
2,436,000
Specifi ed Directors
Andrew Pattinson
Gary Martin
Specifi ed Executives
Nick Georges
Guy Bryant
Peter Adams
Michael Roach
Granted as
Remuneration
Options
Exercised
Net Change
Other
Balance
at End of
Period
30 June
2005
Vested at 30 June 2005
Total
Not
Exercisable
Exercisable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(582,000)
(582,000)
(582,000)
-
-
-
-
-
-
(390,000)
150,000
150,000
(90,000)
(60,000)
-
-
-
-
(2,286,000)
150,000
150,000
-
-
-
-
-
-
-
-
-
-
150,000
-
-
150,000
Notes to the Financial Statements 47
(f) Shareholdings of specifi ed Directors and specifi ed executives
Shares held in Infomedia Ltd (number)
Balance 1 July
2004
Granted as
Remuneration
On Exercise of
Options
Net Change
Other
Balance 30 June
2005
Specifi ed Directors
Richard Graham
Myer Herszberg
Andrew Pattinson
Gary Martin
Barry Ford
Nick Georges
Frances Hernon
Specifi ed Executives
Damon Fieldgate
Michael Roach
Peter Adams
Linda Scott
Guy Bryant
Total
102,204,060
39,421,599
4,407,716
707,918
116,666
16,776
5,000
20,000
9,276
6,776
6,776
4,801
-
-
1,310
1,339
-
2,649
-
2,649
2,649
2,649
2,649
2,649
146,927,364
18,543
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,863,455)
(635,000)
-
3,000
-
-
4,800
-
(1,188)
-
102,204,060
39,421,599
2,545,571
74,257
116,666
22,425
5,000
22,649
16,725
9,425
8,237
7,450
(2,491,843)
144,454,064
All equity transactions with specifi ed Directors and specifi ed executives other than those arising from the exercise of remuneration options and remuneration
shares have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.
(g) Loans to specifi ed Directors and specifi ed executives
There were no loans at the beginning or the end of the reporting period to Specifi ed Directors and Specifi ed Executives. No loans were made available during
the reporting period to specifi ed Directors or specifi ed executives.
(h) Other transactions and balances with specifi ed Directors and specifi ed executives
(i)
Infomedia Ltd rents offi ce space from Wiser Laboratory Pty Limited, a company in which Richard Graham is a Director. The total rent payments for the year
ended 30 June 2005 of $185,075 (2004: $256,044) were on commercial terms.
(ii) Infomedia Ltd rents offi ce space from Richard Graham. The total rent payments for the year ended 30 June 2005 of $168,144 (2004: $163,382) were on
commercial terms.
(iii) Infomedia Ltd rented offi ce space during the year ended 30 June 2004 to Wiser Laboratory Pty Limited, a company in which Richard Graham is a Director.
The total rent receipts for the year ended 30 June 2004 of $8,600 were on commercial terms. There were no further transactions during the year ended 30 June 2005.
(iv) Infomedia Ltd received fi nancial consulting services from Cowoso Capital Pty Limited, a company in which Andrew Moffat is a Director. The total consulting
services paid for the year ended 30 June 2005 of $15,250 were on commercial terms.
48 Notes to the Financial Statements
30 June 2005
Notes
CONSOLIDATED
INFOMEDIA LTD
2005
$
2004
$
2005
$
2004
$
28. AUDITORS’ REMUNERATION
Amounts received or due and receivable by the auditors of
Infomedia Ltd for:
– an audit or review of the fi nancial report of the entity and
any other entity in the consolidated entity
170,075
143,000
152,675
113,050
– other services in relation to the entity and any other entity
in the consolidated entity
20,280
190,355
41,077
184,077
20,280
172,955
41,077
154,127
29. RELATED PARTY DISCLOSURES
Ultimate Parent
Infomedia Ltd is the ultimate Australian parent company
Wholly-owned group transactions
(a) An unsecured, interest bearing loan of $17,137,846 (2004: $18,987,298) remains owing from Infomedia Investments Pty Limited to Infomedia Ltd. Interest
is charged at commercial rates.
(b) An unsecured, interest free loan of $146,818 was repaid to Infomedia Investments Pty Limited by Infomedia Ltd.
(c) An unsecured, interest free loan of $2,217,581 (2004: $2,753,338) remains owing from Datateck Publishing Pty Limited to Infomedia Ltd. The loan is
repayable in seven days upon demand.
(d) An unsecured, interest free loan of $1,231,967 (2004: $1,350,873) remains owing from AutoConsulting Pty Limited to Infomedia Ltd. The loan is repayable
in seven days upon demand.
(e) An unsecured, interest free loan of $1,456,912 (2004: $104,304) remains owing from IFM Europe Ltd to Infomedia Ltd.
(f) During the year, a management fee of $917,484 (2004: $1,097,484) was paid to Datateck Publishing Pty Limited by Infomedia Ltd.
(g) During the year, Infomedia Ltd received $9,171,249 from IFM Europe Ltd for intra-group sales.
(h) During the year, Datateck Publishing Pty Limited received $80,451 from IFM Europe Ltd for intra-group sales.
(i) During the year, IFM Europe Ltd received $1,425,621 from Infomedia Ltd for intra-group distribution services.
Notes to the Financial Statements 49
30. SEGMENT INFORMATION
PRIMARY SEGMENT
30 June 2005
Business Segments
REVENUE
Sales revenue
Other revenue
Intersegment revenue
Total segment revenue
Unallocated revenue:
Interest revenue
Electronic
Catalogue Division
Notes
$’000
Other
Divisions
$’000
52,299
2,489
10,597
65,385
6,838
618
560
8,016
Eliminations
$’000
-
-
(11,157)
(11,157)
Proceeds on sale of property held for resale
Total consolidated revenue
2(i)
RESULTS
Segment result before signifi cant items
Signifi cant items
Segment result
Unallocated items:
Interest revenue
Borrowing costs
Consolidated entity profi t from ordinary activities
before income tax expense
Income tax expense
3
Consolidated entity profi t from ordinary activities
after income tax expense
ASSETS
Segment assets
Unallocated assets: Cash
Total Assets
LIABILITIES
Segment liabilities
Other segment information:
Acquisition of property, plant and equipment,
intangible assets and other non-current assets
Depreciation
Amortisation
Decrement in value of non-current assets
2(ii)
2(ii)
2(ii)
50 Notes to the Financial Statements
22,617
(9,273)
13,344
(1,806)
(2,870)
(4,676)
40,016
3,932
7,779
1,729
1,703
1,741
2,833
10,405
98
497
836
2,347
-
-
-
-
-
-
-
-
-
Total
$’000
59,137
3,107
-
62,244
272
1,734
64,250
20,811
(12,143)
8,668
272
(97)
8,843
(3,374)
5,469
43,948
10,821
54,769
9,508
1,801
2,238
3,669
12,752
30. SEGMENT INFORMATION (CONTINUED)
PRIMARY SEGMENT (CONTINUED)
30 June 2004
Business Segments
REVENUE
Sales revenue
Other revenue
Intersegment revenue
Total segment revenue
Unallocated revenue:
Interest revenue
Electronic Catalogue
Division
Notes
$’000
62,868
495
-
63,363
Other
Divisions
$’000
6,699
-
717
7,416
Eliminations
$’000
-
-
(717)
(717)
Total
$’000
69,567
495
-
70,062
428
2,515
73,005
Proceeds on sale of non current assets
Total consolidated revenue
2(i)
RESULTS
Segment result
Unallocated items:
Interest revenue
Borrowing costs
Consolidated entity profi t from ordinary activities
before income tax expense
Income tax expense
3
Consolidated entity profi t from ordinary activities
after income tax expense
ASSETS
Segment assets
Unallocated assets:
Cash
Total assets
LIABILITIES
Segment liabilities
Other segment information:
Acquisition of property, plant and equipment,
intangible assets and other non-current assets
Depreciation
Amortisation
2(ii)
2(ii)
32,091
(2,508)
-
29,583
428
(283)
29,728
(9,042)
20,686
62,535
6,887
69,422
17,901
21,101
2,221
3,876
55,879
6,656
16,724
1,177
20,569
1,597
2,824
532
624
1,052
-
-
-
-
-
Notes to the Financial Statements 51
30. SEGMENT INFORMATION (CONTINUED)
SECONDARY SEGMENT
30 June 2005
Geographical segments
Notes
Australia
$’000
Europe
$’000
Eliminations
$’000
Total
$’000
Segment revenue
(a)
62,294
13,113
(11,157)
64,250
Segment assets
52,381
2,388
Acquisition of property, plant and equipment,
intangible assets and other non-current assets
1,762
39
-
-
SECONDARY SEGMENT
30 June 2004
Geographical segments
Notes
Australia
$’000
Europe
$’000
Eliminations
$’000
54,769
1,801
Total
$’000
Segment revenue
(a)
73,465
257
(717)
73,005
Segment assets
69,043
379
Acquisition of property, plant and equipment, intangible
assets and other non-current assets
21,091
10
-
-
69,422
21,101
(a) While the products of the consolidated entity are used globally, the Company has two distinguishable geographical segments, Australia and Europe. The
geographic segmental revenue is classifi ed according to the originating source as opposed to customer destination.
Segment products and locations
The consolidated entity’s operating divisions are organised and managed separately according to the nature of the products and the services they provide,
with each segment offering different products. Infomedia’s core business involves the production of the Microcat, PartsImager, and Partfi nder Electronic Parts
Catalogues. These systems are specialised business tools designed to make the selection and sale of replacement parts fast, easy and accurate.
Included within “other divisions” are the Data Management and Business Systems divisions. Data Management provides a range of specialised data analysis
and research services primarily to the automotive industry. Business Systems specialises in the development of business management and accounting systems,
electronic automotive trading networks and system integration for retail automotive dealerships.
All products are sourced from Australia.
Segment accounting policies
The group generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
Segment accounting polices are the same as the consolidated entity’s accounting policies described in note 1. During the fi nancial year, there were no changes in
segment accounting policies that had a material effect on the segment information.
52 Notes to the Financial Statements
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Notes to the Financial Statements 53
FINANCIAL INSTRUMENTS (CONTINUED)
31 (b) Terms, conditions and accounting policies
(i) The consolidated entity’s policies, including the terms and conditions of each class of fi nancial asset, fi nancial liability and equity instrument,
both recognised at balance date, are as follows:
Recognised Financial
Instruments
Balance
Sheet Notes
Accounting Policies
Terms and Conditions
(i) Financial Assets
Receivables – trade
6
Trade receivables are carried at nominal amounts due less any
provision for doubtful debts. A provision for doubtful debts is
recognised when collection of the full nominal amount is no longer
probable.
Credit sales are on terms up to 30 days.
Unlisted shares
10,11
Unlisted shares are carried at the lower of cost or recoverable
amount. Dividend income is recognised when dividends are
declared by the investee.
The unlisted shares held at balance date
are ordinary shares.
(ii) Financial Liabilities
Trade and other creditors
16
(iii) Equity
Ordinary shares
22
(iv) Derivatives
Forward exchange
contracts
31(d)
Liabilities are recognised for amounts to be paid in the future for
goods ad services received, whether or not billed to the Company.
Trade liabilities are normally settled in
30 day terms.
Ordinary share capital is recognised at the fair value of the
consideration received by the Company.
Details of shares issued at balance date
are set out in note 21.
The consolidated entity enters into forward exchange contracts
where it agrees to sell specifi ed amounts of foreign currencies
in the future at a predetermined rate. The objective is to protect
the consolidated entity against the possibility of loss from future
exchange rate fl uctuations. The forward exchange contracts are
charged to the profi t and loss except those relating to hedges
of specifi c commitments which are deferred and included in the
measurement of specifi c commitments which are deferred and
included in the measurement of the sale or purchase.
31 (c) Net fair values
All fi nancial assets and fi nancial liabilities have been recognised at the balance date at their net fair values. There were no unrecognised fi nancial
assets or fi nancial liabilities at the balance date.
54 Notes to the Financial Statements
31. FINANCIAL INSTRUMENTS (CONTINUED)
31 (d) Credit risk exposure
The consolidated entity’s maximum exposures to credit risk at balance date in relation to each class of recognised
fi nancial assets, other than derivatives, is the carrying amount of those assets as indicated in the balance sheet. The
maximum credit risk does not take into account the value of any collateral or other security held, in the event other
entities/parties fail to perform their obligations under the fi nancial instruments in question.
In relation to derivative fi nancial instruments, whether recognised or unrecognised, credit risk arises from the potential
failure of counterparties to meet their obligations under the contract or arrangement. The consolidated entity’s maxi-
mum credit risk exposure in relation to these is as follows:
Forward exchange contracts – the full amount of the currency it will be required to pay or purchase when settling the
forward exchange contract, should the counterparty not pay the currency it is committed to deliver to the Company.
At balance date the net amount was $nil (2004: $765,000).
Concentrations of credit risk
A majority of the consolidated entity’s electronic cataloguing sales are invoiced directly to vehicle manufacturers or their
national distributors. Consequently, rather than the consolidated entity collecting individual sales subscriptions from
individual subscribers, it receives monthly payments from a small number of credible companies.
Credit risk in trade receivables is managed in the following ways:
-
-
credit sales are on terms up to 30 days;
subscribers must sign a standard user agreement, accepting terms and conditions.
32. IMPACT OF ADOPTING AASB EQUIVALENTS TO IASB STANDARDS
Infomedia Ltd is in the process of transitioning its accounting policies and fi nancial reporting from current Australian
Accounting Standards (AGAAP) to Australian equivalents to International Financial Reporting Standards (AIFRS) which
will be applicable for the fi nancial year ended 30 June 2006. In 2004, the Company allocated internal resources and
engaged expert consultants to conduct impact assessments to identify key areas that would be impacted by the transi-
tion to AIFRS. As a result, Infomedia established a project team to address each of the areas in order of priority. Priority
has been given to the preparation of an opening balance sheet in accordance with AIFRS as at 1 July 2004, Infomedia’s
transition date to AIFRS. This will form the basis of accounting for AIFRS in the future, and is required when Infomedia
prepares its fi rst fully AIFRS compliant annual fi nancial report for the year ended 30 June 2006.
Set out below are the key areas where accounting policies are expected to change on adoption of AIFRS and our best
estimate of the quantitative impact of the changes on total equity as at the date of transition and 30 June 2005 and on
net profi t for the year ended 30 June 2005.
The fi gures disclosed are management’s best estimates of the quantitative impact of the changes as at the date of
preparing the 30 June 2005 fi nancial report. The actual effects of transition to AIFRS may differ from the estimates
disclosed due to (a) ongoing work being undertaken by the AIFRS project teams; (b) potential amendments to AIFRS
and interpretations thereof being issued by the standard-setters and IFRIC; and (c) emerging accepted practice in the
interpretation and application of AIFRS and UIG Interpretations.
Under AASB 1, First Time Adoption of the Australian Equivalents to International Financial Reporting Standards the
Company has elected to apply the exemption available and not to comply with the requirements of AASB 132 Financial
Instruments: Disclosure and Presentation and, AASB 139 Financial Instruments: Recognition and Measurement, for
the comparative period ending 30 June 2005. These standards will be complied with from 1 July 2005. The main area
which would have been affected had the entity applied the above standards from 1 July 2004 would be the Company’s
hedging activities in respect of sales revenue under forward exchange contracts.
Notes to the Financial Statements 55
32. IMPACT OF ADOPTING AASB EQUIVALENTS TO IASB STANDARDS (CONTINUED)
(a) Reconciliation of equity as presented under AGAAP to that under AIFRS
30 June 2005
CONSOLIDATED
INFOMEDIA LTD
Total equity under AGAAP
Adjustment to retained earnings (net of tax)
30 June 2005
1 July 2004
30 June 2005
1 July 2004
Notes
$’000
45,261
$’000
51,521
$’000
45,134
$’000
51,531
Write-back of goodwill amortisation
Impairment of assets including goodwill
(i)
(ii)
Recognition of share based payment expense
(iii)
Adjustment to other reserves (net of tax)
Recognition of share based payment expense
(iii)
1,238
(30)
(725)
483
725
725
-
-
(395)
(395)
395
395
767
(30)
(725)
12
725
725
-
-
(395)
(395)
395
395
Total equity under AIFRS
46,469
51,521
45,871
51,531
(b) Reconciliation of net profi t under AGAAP to that under AIFRS
CONSOLIDATED
INFOMEDIA LTD
30 June 2005
30 June 2005
Net profi t as reported under AGAAP
Amortisation of goodwill
Impairment of assets including goodwill
Share-based payment expense
Net profi t under AIFRS
Notes
(i)
(ii)
(iii)
$’000
5,469
1,238
(30)
(330)
6,347
$’000
5,304
767
(30)
(330)
5,711
(i) Under AASB 3 Business Combinations, goodwill would not be permitted to be amortised but instead is subject to impairment testing on an annual basis or
upon the occurrence of triggers which may indicate impairment. This will result in a change in the group’s current accounting policy which amortises goodwill
over its useful life but not exceeding 10 years. The Company has not elected to apply AASB 3 retrospectively and hence, prior amortisation would not be writ-
ten-back as at the transition date.
(ii) Under AASB 136 Impairment of Assets, the recoverable amount of an asset is determined as the higher of net selling price and value in use. This will result in
a change in the group’s current accounting policy which determines the recoverable amount of an asset on the basis of discounted cash fl ows. The Company’s
assets, including goodwill, were tested for impairment on transition and each subsequent reporting date as part of the cash generating unit to which they
belong. This would result in impairment losses being recognised under AIFRS.
(iii) Under AASB 2 Share based Payments, the Company would recognise the fair value of options granted to employees as remuneration as an expense on a pro-
rata basis over the vesting period in the income statement with a corresponding adjustment to equity. This standard is not limited to options and also extends
to other forms of equity based remuneration such as Infomedia’s Employee Share Plan. Share-based payment costs are not recognised under AGAAP.
56 Notes to the Financial Statements
33. SUBSEQUENT EVENTS
In 2002, Infomedia entered into a three year non-exclusive Agreement with General Motors Service and Parts
Operations of North America (GMSPO) (refer Company announcement 29 August 2002). It was a condition
of the Agreement that in the event of non-renewal by GMSPO the parties would enter into a ‘Transition
Period’ during which time GMSPO would continue to provide the data under the same terms and conditions for
a further three years, albeit only for the purpose of maintaining continuity of supply to Infomedia’s existing EPC
customer base.
Infomedia has a good working relationship with General Motors and its dealers. The latest version of the
Microcat® EPC for General Motors dealers was developed according to GMSPO management specifi cations
during the past year. Microcat’s recent release has been well received by dealers in the market.
Infomedia had anticipated that the Agreement would be renewed. However, GMSPO has now advised the
Company that it does not intend to renew the Agreement but rather intends to let it enter into the Transition
Period for the next three years.
The Company remains confi dent in the North American market with the recent establishment of its own
subsidiary in the region. For the General Motors dealers who are using Microcat today, it is their EPC of choice.
Throughout the Transition Period, the Company will continue to provide its customers with the highest level of
customer support and continuous product improvement including, new versions of the Microcat system.
General Motors has also communicated to its North American dealers that it intends to offer its own EPC
solution beginning in September 2006.
The fi nancial consequences of moving into the Transition Period are not readily determinable at this time
and can be infl uenced by many dynamics. The current quantity of subscriptions relating to this Agreement is
material as it represents 13% of the total Company’s EPC subscriber base.
There has been no other matter or circumstance that has arisen since the end of the fi nancial year that has
signifi cantly affected the operations of the Company, the results of those operations, or the state of affairs of
the Company.
Notes to the Financial Statements 57
Directors’ Declaration
In accordance with a resolution of the Directors of Infomedia Ltd, I state that:
(1) In the opinion of the Directors:
(a) the fi nancial statements and notes of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Company’s and consolidated entity’s fi nancial position as at 30 June 2005 and of their performance for the year
ended on that date; and
(ii) complying with Accounting Standards and Corporations Regulations 2001; 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.
(2) This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations
Act 2001 for the fi nancial period ending 30 June 2005.
On behalf of the Board
Richard David Graham
Chairman of the Board
Sydney, 24 August 2005
58 Directors’ Declaration
Independent audit report to members of Infomedia Ltd
Scope
The financial report and Directors’ responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial
statements, and the Directors’ declaration for Infomedia Ltd (the company) and the consolidated entity, for the year ended 30 June 2005. The consolidated entity
comprises both the company and the entities it controlled during that year.
The Directors of the company are responsible for preparing a financial report that gives a true and fair view of the financial position and performance of the company
and the consolidated entity, and that complies with Accounting Standards in Australia, in accordance with the Corporations Act 2001. This includes responsibility
for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and
accounting estimates inherent in the financial report.
Audit approach
We conducted an independent audit of the financial report in order to express an opinion on it to the members of the company. Our audit was conducted in accordance
with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit
is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather
than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compli-
ance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of
the company’s and the consolidated entity’s financial position, and of their performance as represented by the results of their operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included:
• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the Directors.
While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our audit
was not designed to provide assurance on internal controls.
We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report. These and our other procedures did
not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by the Directors and management of the
company.
Independence
We are independent of the company, and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report. In addition to
our audit of the financial report, we were engaged to undertake the services disclosed in the financial report. The provision of these services has not impaired our
independence.
Audit opinion
In our opinion, the financial report of Infomedia Ltd is in accordance with:
(a)
the Corporations Act 2001, including:
(i) giving a true and fair view of the financial position of Infomedia Ltd and the consolidated entity at 30 June 2005 and of their performance for the year ended on
that date; and
(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
(b) other mandatory financial reporting requirements in Australia.
Ernst & Young
J K Haydon
Partner
Sydney, 24 August 2005
Audit Report 59
Corporate Governance Statement
Introduction
Infomedia Ltd remains committed to corporate governance practices that are compatible with the
Company’s age and size, enhance effectiveness and which ensure an appropriate degree of account-
ability and transparency to shareholders and other stakeholders.
This Corporate Governance Statement, which is current as at the date of the Directors’ Report, addresses the
approach adopted by the Company to the ASX Corporate Governance Council’s Principles of Good Corporate
Governance and Best Practice Recommendations1 and has been updated to refl ect the actions taken by the
Company since its last annual report.
By way of background, the Board fi rst began its consideration of the ASX Corporate Governance Guidelines during
the course of the 2003 fi nancial year. To aid the review process, the Board made adjustments to the structure of
its Committees so that they comprise the Corporate Governance Committee, the Audit & Risk Committee and the
Remuneration & Nomination Committee. Each Committee continues to be chaired by an independent Director with its
membership determined by the Board on the basis of greatest expertise in the areas of relevance to each committee.
Background details and meeting attendance records during FY2005 for members of each of the Corporate
Governance, Audit & Risk and Remuneration & Nomination Committees are set out in the Directors’ Report.
The Board and its committees endorse the ‘if not, why not?’ framework adopted by the ASX Corporate
Governance Council and in FY2005 the Company continued the process of considering how it will apply the rel-
evant ASX CGC Recommendations in light of Infomedia’s particular circumstances. In their approach to the ASX
CGC Recommendations, the Board and relevant committees continued to develop the Company’s corporate gover-
nance practices in ways which were both pragmatic and appropriate to its age and size. In allocating resources and
prioritising tasks, a high level, top down approach continued. Consequently, the various procedures and policies
considered appropriate by Infomedia continue at differing stages of development and organisational
implementation, as permitted by its resources.
Throughout the reporting year, the Board has, through the appropriate committee, monitored the charters, policies
and procedures adopted by the Company in support of the ASX CGC Principles and is satisfi ed that the
Company’s corporate governance practices are consistent with the spirit and intent of the ASX Corporate
Governance Guidelines.
Some policies have been refi ned, as in the areas of risk management and securities trading. In other areas supporting
documents have been adopted, as with Director nomination and induction procedures and the risk management
60 Corporate Governance Statement
plan. As noted above, in each instance the Board and relevant committee has continued to apply the ASX
Corporate Governance Guidelines in a manner which is appropriate to Infomedia’s circumstances.
Summaries of the Company’s various charters, policies and procedures were progressively added to Infomedia’s
website during the fi rst half of the fi nancial year and subsequently updated as required by the Board and com-
mittees’ ongoing review process. Corporate governance and legal information sessions were held in FY2005
and aimed at providing organisation wide education about the existence, purpose and operating framework of
the corporate governance initiatives, including the Company’s Code of Conduct, Risk Management Policy, Market
Disclosure Policy and Policy on Share Trading by Company Directors, Offi cers and Employees. Educational
sessions, with a specifi c focus on risk management, were also conducted during the fi nancial year.
The material set out in this Corporate Governance Statement has been prepared in accordance with the ASX
Listing Rules and, in particular, ASX CGC Recommendations 2.5, 3.3, 4.5, 5.2, 7.3 and 9.5. Unless otherwise
indicated, the ASX CGC Recommendations were in place for the whole fi nancial year.
ASX CGC Principle 1 – Lay solid foundations for management and oversight
Recognise and publish the respective roles and responsibilities of board and management
ASX CGC Principle 2 – Structure the board to add value
Have a board of an effective composition, size and commitment to
adequately discharge its responsibilities and duties
ASX CGC Principle 8 – Encourage enhanced performance
Fairly review and actively encourage enhanced board and management effectiveness
ASX CGC Principle 9 – Remunerate fairly and responsibly
Ensure that the level and composition of remuneration is suffi cient and reasonable and
that its relationship to corporate and individual performance is defi ned
The Company’s Constitution requires a minimum of three and a maximum of seven Directors, of whom at
least two must ordinarily be resident in Australia. Under the Company’s Constitution, one third of the Directors,
and any other Director not in such one third who has held offi ce for three years or more, other than the Chief
Executive Offi cer, must retire by rotation each year. If eligible, the retiring Directors may offer themselves
for re-election.
The Infomedia Board comprises six Directors and details of the names, terms of offi ce, committee memberships,
meeting attendance record, skills, experience and expertise of each, along with photographs, appear in the
Directors’ Report.
Since listing on the ASX in August 2000 in particular, the composition and size of the Infomedia Board has
been shaped by its Constitution and the contribution Directors are able to make, both individually and collectively.
An emphasis has been, and through the interaction of the Board and the Remuneration & Nomination Com-
Corporate Governance Statement 61
mittee, will continue to be, placed on promoting, among other attributes, an appropriate mix of relevant skills,
independence, expertise, business knowledge and executive and non-executive participation.
Changes to the composition of the Company’s Board of Directors, Committees and Senior Executives
during FY2005
There were a number of changes to the Company’s Board of Directors, committees and senior executives during the
2005 fi nancial year. In relation to Board appointments, each of the Remuneration & Nomination Committee and the
Board, as appropriate, considered the nominees both in respect of their individual merits and overall Board composition.
Under the Company’s Constitution, Frances Hernon and Geoffrey Henderson retired from offi ce at the 2004
Annual General Meeting. Frances Hernon and Geoffrey Henderson offered themselves for election, and upon the
recommendation of the Board, were elected as Non-executive Directors.
Executive Director Andrew Pattinson also retired during that meeting and, although eligible, did not offer himself
for re-election given that he had relocated with his family to the United Kingdom to lead the Company’s European
operations. To fi ll this vacancy, Gary Martin, who was then General Manager of the Company’s Electronic Catalogues
Division, was elected by shareholders upon the recommendation of the Board, as an Executive Director.
On 31 December 2004, Richard Graham, who continues as Non-executive Chairman, retired as Chief Executive
Offi cer and, with effect from 1 January 2005, Gary Martin succeeded him as Chief Executive Offi cer.
Andrew Moffat was appointed as a Non-executive Director by the Board with effect from 31 March 2005 as a
replacement for Barry Ford, who resigned with effect from 31 March 2005. The appointment was made with the
intention that he would then be appointed by the Board as a member of both the Audit & Risk Committee and
the Remuneration & Nomination Committee and that he would also be appointed as Chairman of the Audit & Risk
Committee by the Chairman of the Board. These committee appointments were confi rmed by the Board and the
Chairman of the Board respectively in April 2005.
As noted above, details of members of the Board of Directors including skills, experience and expertise appear in
the Directors’ Report.
ASX CGC Recommendation 1.1 – Formalise and disclose the functions reserved to the board and those
delegated to management
A formal Charter of the Board of Directors was adopted in early July 2004 following careful and considered
deliberation by both the Corporate Governance Committee and the Board itself. As noted in the introduction
above, the priority was to document an appropriate division of Board and management responsibilities.
The Board’s focus is on the Company’s objectives, determining the strategy for achieving those objectives and set-
ting the overall policy framework within which the business of the Company is conducted whilst ensuring that the
Company operates in accordance with good management and governance practices.
62 Corporate Governance Statement
The Corporate Governance Committee was established to support the Board in the areas not covered by the
Audit & Risk and Remuneration & Nomination Committees. The members of the Corporate Governance Com-
mittee are Geoffrey Henderson (Chair), Myer Herszberg and Frances Hernon. Each is a Non-executive Director.
Under the direction of the Corporate Governance Committee, a series of policy document reviews com-
menced during the fi nancial year and as part of the process the Share Trading Policy was refi ned.
ASX CGC Recommendation 2.1 – A majority of the board should be independent directors
Traditionally, the Board has applied an Executive Director/Non-executive Director classifi cation to its members.
Following the appointment of Geoffrey Henderson as an additional Non-executive Director in February 2003,
the Infomedia Board then comprised four Non-executive Directors and two Executive Directors until 31
December 2004. The ratio of Executive to Non-executive Directors then altered when, as discussed above,
Richard Graham, who continues as Non-executive Chairman, retired as Chief Executive Offi cer. Since then the
Board has comprised fi ve Non-executive Directors and one Executive Director.
Neither Gary Martin, in his role as Executive Director, nor Richard Graham, who has only recently retired
from his role as Chief Executive Offi cer, are considered by the Board as independent. However, three of the
Company’s Directors, Frances Hernon, Geoffrey Henderson and Andrew Moffat, clearly meet an objective
assessment of quantitative, qualitative and cumulative criteria for independence. A fourth Non-executive
Director, Myer Herszberg, whilst being a major shareholder, is considered by the Board, having regard to quan-
titative, qualitative and cumulative criteria, to operate independently and objectively. As a result, the Board
believes it comprises a majority of independent Directors and so complies with ASX CGC Recommendation 2.1.
This independence will be reviewed periodically by the Board to ensure its continued good practice in this area.
Ultimately, however, the Board accepts that its members remain in offi ce upon the vote of the Company’s share-
holders and that they may elect members to the Board regardless of their standing, independent or otherwise.
In order to facilitate the discharge of their duties, including in respect of independent decision making,
the Board confi rmed in April 2004 its policy for Directors obtaining independent professional advice at the
expense of the Company.
ASX CGC Recommendation 2.2 – The chairperson should be an independent director and
ASX CGC Recommendation 2.3 – The roles of chairperson and chief executive should not be exercised
by the same individual
As noted above, Richard Graham continues as Non-executive Chairman, having retired as Chief Executive
Offi cer with effect from 31 December 2004 and consequently splitting the role of Chairman and Chief
Executive Offi cer as proposed by ASX CGC Recommendations 2.2 and 2.3.
The Board is of the view that its independence as a whole is not compromised by Richard Graham’s appoint-
ment as Non-executive Chairman and that it is in the best interests of the Company for Richard Graham to
Corporate Governance Statement 63
continue in the role of Chairman. The Board continues to believe that during this stage of growth, Infomedia is best
served by keeping a strong focus on the development and implementation of strategic platforms. It believes that
Richard Graham’s industry knowledge, both technological and automotive, uniquely positions him for the kind of
strategic thinking required of the Chairman.
ASX CGC Recommendation 2.4 – The board should establish a nomination committee and
ASX CGC Recommendation 9.2 – The board should establish a remuneration committee
The members of the Remuneration & Nomination Committee are Frances Hernon (Chair), Myer Herszberg and
Andrew Moffat. Each is a Non-executive Director. Upon the recommendation of the Remuneration & Nomination
Committee, in April 2004 the Board adopted an amended Remuneration & Nomination Committee Charter.
As noted above, there were a number of changes to the Company’s Board of Directors during FY2005. Each
of the Remuneration & Nomination Committee and the Board, as appropriate, considered all nominations both
in respect of their individual merits and overall Board composition. In each case the recommendations of the
Remuneration & Nomination Committee were endorsed, as appropriate, either by the Board or by shareholders
upon the recommendation of the Board.
During the reporting period, the Remuneration & Nomination Committee formalised a policy for the nomination
and induction of Directors which was adopted by the Board in early July 2005. A summary of the Director Nomination
& Induction Policy was made available on the Infomedia website thereafter.
In preparing the Director Nomination & Induction Policy, regard was had to the ASX CGC Commentary accompany-
ing ASX CGC Recommendation 8.1 and, in particular, the suggestions for an induction program. Both Gary Martin
and Andrew Moffat were inducted as Directors of Infomedia under the guidance of the Remuneration & Nomina-
tion Committee and in accordance with the Director Nomination & Induction Policy.
ASX CGC Recommendation 8.1 – Disclose the process for performance evaluation of the board, its
committees and individual directors and key executives and
ASX CGC Recommendation 9.1 – Provide disclosure in relation to the company’s remuneration policies to
enable investors to understand (i) the costs and benefi ts of those policies and (ii) the link between remuneration
paid to directors and key executives and corporate performance.
Upon recommendation of the Remuneration & Nomination Committee, a Remuneration and Performance Evalu-
ation Policy for Directors and Senior Executives was adopted by the Board in July 2004. The Policy clearly outlines
the criteria for assessing the performance of the Board as a whole, the Directors as individuals, the Chairman of
the Board and the senior executives, and aims to provide a framework for structuring total remuneration that
will facilitate both the short and long term growth and success of the Company, that is competitive with the
market place and that is demonstrably linked to the Company’s overall performance as discussed more fully in
the Remuneration Report included within the Directors’ Report.
64 Corporate Governance Statement
In preparing the remuneration information contained in the Remuneration Report, regard was had to the
ASX CGC Commentary accompanying ASX CGC Recommendation 9.1 and, in particular, the suggestions for
disclosure in box 9.1.
ASX CGC Recommendation 9.3 – Clearly distinguish the structure of non-executive directors’
remuneration from that of executives
In formulating the Remuneration and Performance Evaluation Policy for Directors and Senior Executives,
regard was had to both market practice and to the best practice guidance provided in the ASX CGC
Commentary accompanying ASX CGC Recommendation 9.3.
In contrast to Executive Directors, Non-executive Directors are remunerated by way of fees and statutory
superannuation contributions only: they do not receive any additional retirement benefi ts and nor do they
currently participate in any of the Company’s incentive arrangements. Non-executive Directors have previ-
ously received options, but this practice was reconsidered with the introduction of the Remuneration and
Performance Evaluation Policy for Directors and Senior Executives in FY2004, as a result of Remuneration
& Nomination Committee discussion on ASX CGC Recommendation 9.3 and the accompanying ASX CGC
Commentary. The Remuneration & Nomination Committee, and in turn the Board, will continue to monitor
the issue as each recognises that for smaller companies option-based remuneration may be an appropri-
ate method of remunerating Non-executive Directors when accompanied by an appropriate framework and
proper disclosure.
ASX CGC Recommendation 9.4 – Ensure that the payment of equity based executive remuneration is
made in accordance with thresholds set in plans approved by shareholders
The Company has two equity-based incentive plans: an Employee Option Plan applicable to certain eligible
employees, including senior executives and Executive Directors and an Employee Share Plan, applicable to all
permanent employees of one or more years of service, including senior executives but excluding both
Executive and Non-executive Directors. These plans were established prior to Infomedia’s listing in August 2000
in accordance with both the Corporations Act and the ASX Listing Rules and were disclosed in the 14 July
2000 prospectus. In anticipation of altered accounting treatment required under the International Financial
Reporting Standards, in June 2005 the Board resolved to indefi nitely suspend the Employee Share Plan with
effect immediately following the scheduled July 2005 allocation.
Given this background, there is no present intention to obtain shareholder approval of the Employee
Option Plan (or, if re-activated, the Employee Share Plan) as proposed by ASX CGC Recommendation 9.4
unless otherwise required by the ASX Listing Rules.
Further details of senior executive remuneration under these plans is included in the Remuneration Report.
Corporate Governance Statement 65
ASX CGC Principle 3 – Promote ethical and responsible decision making
Actively promote ethical and responsible decision making
ASX CGC Principle 10 – Recognise the legitimate interests of stakeholders
Recognise legal and other obligations to all legitimate stakeholders
ASX CGC Recommendation 3.1 – Establish a code of conduct to guide the directors, the chief executive
offi cer and any other key executives as to:
3.1.1 the practices necessary to maintain the confi dence in the company’s integrity
3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices
and
ASX CGC Recommendation 10.1 – Establish a code of conduct to guide compliance with legal and other
obligations to legitimate stakeholders
A formal Code of Conduct was adopted in April 2004 following careful and considered deliberation during the
fi nancial year by both the Corporate Governance Committee and the Board itself.
The Infomedia Code of Conduct applies to all Infomedia personnel, including Directors, senior executives and
employees and was developed having regard to the ASX CGC Commentary accompanying ASX CGC Recom-
mendations 3.1 and 10.1. Whilst Infomedia has long held and emphasised personal integrity, respect and ethical
business practices as core tenets, the Infomedia Code of Conduct strengthens the Company’s commitment to
them by further articulating the cultural values which permeate the Company and better guiding dealings with all
non-shareholder stakeholders.
Included in the series of corporate governance and legal information sessions conducted during FY2005 were ses-
sions focusing on the existence, purpose and operating framework of the Code of Conduct. A key aim was to pro-
mote greater awareness and use of enhanced procedures for seeking guidance where areas of concern exist and for
the notifi cation of matters which potentially involve a compliance or businessrisk element.
A review of the Code of Conduct was commenced by the Corporate Governance Committee as part of its review
calendar in the last quarter of the FY2005 and is expected to conclude in the fi rst half of FY2006.
ASX CGC Recommendation 3.2 – Disclose the policy concerning trading in company securities by directors,
offi cers and employees
A formal Policy on Share Trading by Company Directors, Offi cers and Employees was originally established
in October 2001 and was reviewed, amended and adopted by the Infomedia Board in April 2004, upon the
recommendation of the Corporate Governance Committee. It was further reviewed by the Corporate Governance
Committee as part of its review calendar and, in turn by the Board, in the last quarter of FY2005. In July 2005, a
revised Policy on Securities Trading by Company Directors, Offi cers and Employees was adopted by the Board
and a summary was placed on the Company’s website shortly thereafter.
66 Corporate Governance Statement
Principle 4 – Safeguard integrity in fi nancial reporting
Have a structure to independently verify and safeguard the integrity of the company’s fi nancial reporting
Principle 7 – Recognise and manage risk
Establish a sound system of risk oversight and management and internal control
Infomedia, as was required by the ASX Listing Rules, fully complied throughout this reporting period with the
ASX CGC Recommendations accompanying ASX CGC Principle 4, relating to audit committee composition,
operation and responsibility.
ASX CGC Recommendation 4.1 – Require the chief executive offi cer and the chief fi nancial offi cer to
state in writing to the board that the company’s fi nancial reports present a true and fair view, in all
material respects of the company’s fi nancial condition and operational results and are in accordance
with relevant accounting standards and
ASX CGC Recommendation 7.2 – The chief executive offi cer (or equivalent) and the chief fi nancial offi cer
(or equivalent) should state to the board in writing that:
7.2.1 the statement given in accordance with best practice recommendation 4.1 (the integrity of fi nan-
cial statements) is founded on a sound system of risk management and internal compliance and control
which implements the policies adopted by the board
7.2.2 the company’s risk management and internal compliance and control system is operating effi ciently
and effectively in all material respects
The Company’s fi nancial reporting obligations for FY2005 have been fulfi lled, as they have in previous
years, in accordance with applicable legal and accounting requirements: see the fi nancial statements and
notes contained in the Directors’ Report and the independent Audit Report.
Having acted in accordance with the Company’s Board endorsed revised Risk Management Policy and Board
endorsed Risk Management Plan, the Chief Executive Offi cer and the Chief Financial Offi cer have provided
to the Board the certifi cations under ASX CGC Recommendation 7.2 and in turn, the certifi cations under ASX
CGC Recommendation 4.1. and the Corporations Act.
ASX CGC Recommendation 4.2 – The board should establish an audit committee
ASX CGC Recommendation 4.3 – Structure the audit committee so that it consists of only
• non-executive directors
• a majority of independent directors
• an independent chairperson, who is not chairperson of the board
• at least three members and
ASX CGC Recommendation 4.4 – The audit committee should have a formal charter
Infomedia originally established an audit committee prior to its listing on the ASX in August 2000. Today it is
Corporate Governance Statement 67
known as the Audit & Risk Committee and its members are Andrew Moffat (Chair), Myer Herszberg and Geoffrey
Henderson. Each is a Non-executive Director.
As noted above, following Barry Ford’s retirement, Andrew Moffat was appointed by the Board as a member of
the Audit & Risk Committee and by the Chairman of the Board as its Chair.
The Board fi rmly believes the Audit & Risk Committee is of ‘...suffi cient size, independence and technical expertise
to discharge its mandate effectively’. As noted in the discussion around ASX CGC Recommendation 2.1 above,
although traditionally the Board has applied an Executive Director/Non-executive Director classifi cation to its mem-
bership, the Board believes that Andrew Moffat, Myer Herszberg and Geoffrey Henderson meet an objective assess-
ment of quantitative, qualitative and cumulative criteria for independence. As such the Committee meets the require-
ments for an independent Chairman and a majority of independent directors under ASX CGC Recommendation 4.3.
A formal Audit & Risk Committee Charter was originally adopted in 2000 and an amended version approved by
the Board in April 2004 following careful and considered deliberation during the fi nancial year by both the Audit &
Risk Committee and the Board itself. Consistent with the Company’s policy, a summary of the Charter was placed
on the Company’s website during the fi rst half of the fi nancial year.
The Audit & Risk Committee acknowledges the importance of external auditor independence. The Company’s ex-
ternal auditor’s engagement partner was rotated in FY2002. In response to both legislative change and to the ASX
CGC Commentary, in the last quarter of FY2004 the Audit & Risk Committee began reconsidering the policy for
the selection and appointment of the Company’s external auditor and the rotation of engagement partners. The
Committee now intends recommending formalised procedures to the Board for consideration and adoption during
FY2006, and will make a summary of them available on the Infomedia website shortly thereafter.
ASX CGC Recommendation 7.1 – The board or appropriate committee should establish policies on risk
oversight and management
Upon the recommendation of the Audit & Risk Committee, the Board adopted the Risk Management Policy in
July 2004. During the reporting period the Audit & Risk Committee reviewed it closely and recommended that the
Board adopt a revised Risk Management Policy and a Risk Management Plan which would better promote the
establishment and implementation of an effective and appropriate risk management framework for the Company.
The revised Risk Management Policy allocates oversight responsibility to the Board and the Audit & Risk Commit-
tee whilst the establishment of risk management procedures, compliance and control rests with the Chief Executive
Offi cer, Chief Financial Offi cer and Senior Executives and, at a daily operating level, with departmental managers,
line managers and individuals as part of regular business conduct.
A summary of the Company’s Risk Management Policy is available on the Company’s website, however, given
the strategic nature of its content, the Board does not feel it is appropriate for details of the Company’s Risk
Management Plan to be made publicly available as contemplated by ASX CGC Recommendation 7.5.
68 Corporate Governance Statement
ASX CGC Principle 5 – Make timely and balanced disclosure
Promote timely and balanced disclosure of all material matters concerning the company
ASX CGC Recommendation 5.1 - Establish written policies and procedures designed to ensure compliance
with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for
that compliance.
A Market Disclosure Policy was adopted by the Board in April 2004 following careful and considered
deliberation during the fi nancial year by both the Corporate Governance Committee and the Board itself.
The Market Disclosure Policy was developed having regard to the ASX CGC Commentary and suggested
content accompanying ASX CGC Recommendation 5.1.
ASX CGC Principle 6 – Respect the rights of the shareholders
Respect the rights of shareholders and facilitate the effective exercise of those rights
ASX CGC Recommendation 6.1 – Design and disclose a communications strategy to promote effective
communication with shareholders and encourage effective participation at general meetings and
ASX CGC Recommendation 6.2 – Request the external auditor to attend the annual general meeting and
be available to answer shareholder questions about the audit
Through a series of initiatives, Infomedia continues to demonstrate its commitment to promoting effective
communication with all shareholders. Such initiatives include the continued development of the Company
website, where this Corporate Governance Statement, annual, half yearly and quarterly reports, a synopsis
of the Infomedia business model, media releases, achievements, share price information and the July 2000
prospectus, along with the 2005 Notice of Annual General Meeting and Explanatory Statement are
all available.
Infomedia continues to look closely at how it might best and most cost effectively introduce e-communications
to shareholders, and in the process, save paper and assist in preserving the environment. Infomedia will carefully
consider any e-communication initiative its share registry, or any other provider, introduces in response to ASX
CGC Recommendations 6.1 and 6.2.
Infomedia also acknowledges, and has considered and adopted as appropriate to its circumstances,
the Guidelines for notices of meeting included in the ASX CGC Commentary accompanying ASX CGC
Recommendation 6.1.
Shareholder participation at general meetings is encouraged and Infomedia’s auditor, Ernst & Young, will
attend the Annual General Meeting and be available to answer shareholder questions.
1 The ASX Corporate Governance Guidelines containing the ASX CGC Principles, the ASX CGC Recommen-
dations and the ASX CGC Commentary
Corporate Governance Statement 69
Additional Information
Top 20 Shareholders as at 31 August 2005
Name
Shares
% of Total
Rank
WISER LABORATORY PTY LIMITED
YARRAGENE PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
WESTPAC CUSTODIANS
ANZ NOMINEES LIMITED
NATIONAL NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
MR ANDREW PATTINSON
BIG BEAR ENTERPRISES PTY LTD
TOM HADLEY ENTERPRISES PTY LTD
MR YET-KWONG CHIANG MRS HO YUK LIN CHIANG
WISER CENTRE PTY LTD
RICHARD GRAHAM
WARBONT NOMINEES PTY LTD
DAN SALAZAR
UBS PRIVATE CLIENTS AUSTRALIA NOMINEES PTY LTD
MR SCOTT ANSON TURNER
BRAZIL FARMING PTY LTD
DR KWAI GAN
MR PETER ALEXANDER BROWN
Range of shares as at 31 August 2005
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001+
Total
100,277,501
39,421,599
17,099,741
7,147,906
4,987,228
3,980,251
2,831,681
2,547,567
2,000,000
1,500,000
1,300,000
1,000,000
926,559
804,970
641,248
620,166
600,000
500,000
500,000
350,000
30.80
12.11
5.25
2.20
1.53
1.22
0.87
0.78
0.61
0.46
0.40
0.31
0.28
0.25
0.20
0.19
0.18
0.15
0.15
0.11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Shareholders
Shares Held
% of Total
496
3,013
2,631
3,236
127
418,425
10,062,434
21,864,933
86,365,824
206,759,957
9,503
325,471,573
0.13
3.09
6.72
26.53
63.53
100
As at 31 August 2005 there were 201 shareholders holding less than a marketable parcel of 953 ordinary shares.
As at 31 August 2005 there were 201 shareholders holding less than a marketable parcel of 953 ordinary shares.
70 Additional Information
Corporate Directory
Infomedia Ltd
357 – 373 Warringah Road
Frenchs Forest NSW 2086
ABN 63 003 326 243
Telephone: (02) 9454 1500
Facsimile: (02) 9454 1844
Internet: www.infomedia.com.au
Directors
Richard Graham – Chairman of the Board
Myer Herszberg – Non-executive Director
Frances Hernon – Non-executive Director
Geoffrey Henderson – Non-executive Director
Gary Martin – Chief Executive Offi cer
Andrew Moffat – Non-executive Director
Company offi cers
Nick Georges – Company Secretary
Peter Adams – Chief Financial Offi cer
Auditors
Ernst & Young
Ernst & Young Centre
680 George Street
Sydney NSW 2000
Share registry
Computershare Registry Services Pty Ltd
GPO Box 7045
Sydney NSW 1115
Lawyers
Cowley Hearne Lawyers Pty Limited
Level 10
60 Miller Street
North Sydney NSW 2060
AutoLedgers, Infomedia, Microcat and PartsImager are registered trademarks, and LIVE, Lubrication & Tune-up Guide, MARKET, NOVA
and Superservice Menus are all trademarks of Infomedia Ltd for its business processes, software and documentation products. All other
trademarks are the property of their respective owners.
Corporate Directory 71
Notes
72 Notes