Annual Report 2008
A Celebration of Innovation
Table of Contents
Results at a Glance
Chairman’s Letter
Company Profi le
CEO’s Report
Year in Review
Strong Management
Directors’ Report
Auditor’s Independence Declaration
Income Statement
Balance Sheet
Cash Flow Statement
Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Independent Audit Report
Corporate Governance
Additional Information
Corporate Directory
1 infomedia.com.au
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© 2008 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.
Sales Revenue
,
08
51.7
(in $ millions)
,
00
21.0
,
01
34.5
,
02
43.9
,
03
61.9
,
05
59.1
,
04
69.6
EBITDA
(in $ millions)
,
08
20.0
,
00
12.6
,
07
54.6
,
06
55.6
,
07
23.6
,
06
25.8
,
05
27.3
Results at a Glance
NPAT
,
08
13.1
(in $ millions)
,
00
7.7
,
04
20.7
,
01
12.8
,
02
13.4
,
03
18.3
,
07
15.3
,
06
18.1
,
01
20.0
,
05
5.5
,
02
20.9
,
03
30.6
,
04
35.7
Product Subscriptions
Electronic Parts Catalogues
Superservice Menus
60,000
50,000
40,000
30,000
20,000
10,000
0
,
98
,
99
,
00
,
01
,
02
,
03
,
04
,
05
,
06
,
07
‘08
infomedia.com.au 2
Chairman’s Letter
Dear Fellow Shareholders,
In refl ecting on FY2008, I am pleased
to report that your Company has
made further strides towards
consolidating the business in what
has undoubtedly been a challenging
economic climate.
Encouragingly, the Company’s cash
fl ows and recurring revenue sales
both remain strong. In particular,
Superservice Menus™ continues
to be positively received by the
automakers. The Company signed a
global agreement with Hyundai for
the Superservice Menus solution, as
part of which Hyundai will endorse the
use of the Company’s service menu
pricing systems to all Hyundai service
departments worldwide. And of
particular interest is our agreement to
supply Superservice Menus to General
Motors Corporation (GM). Under the
terms of this agreement, Infomedia
will offer Superservice Menus to the
huge network of General Motors
dealerships, representing the brands
of Buick, Cadillac, Chevrolet, GMC
Truck, Oldsmobile, Pontiac, Saturn,
H2, H3 and Saab.
3 infomedia.com.au
“
Microcat® and Partfi nder®, which
grew by 6% – a growth which, when
taken together with Superservice
Menus, saw the Company’s total
subscription numbers exceed 60,000
for the fi rst time in our history.
“
and will end no later than April 2009.
As of this writing, we have purchased
5,517,157 shares at an average price
of 37.78 cents for a total cost of
$2,084,644.
As mentioned in previous Letters, and
despite an active hedging policy, the
Company continues to be affected
by foreign currency translation. This
The Company also successfully renewed
currency impact, together with the
a number of existing contracts for our
cessation of our General Motors
world class Electronic Parts Catalogue
EPC subscription revenue, has had a
(EPC) during the year, with Ford Mexico,
dampening effect on revenue. Sales
Ford Asia Pacifi c, Toyota Mexico and
Revenue declined by 5.3% from $54.6
Toyota USA. All of these contracts are
million in FY2007 to $51.7 million in
for multi-year terms, and in the case
FY2008, and Normalised Net Profi t
of Ford, represent another successful
After Tax (NPAT) declined by 14.4%
chapter in our long association.
from $15.3 million in FY2007 to $13.1
Overall, I believe you can be particularly
encouraged by the continuing strength
in our core products, Microcat® and
Partfi nder®, which grew by 6% – a
million in FY 2008.
Rest assured your Board and
Management is not content with this
result. Performance is at the centre
growth which, when taken together
of our thinking, and whilst we are
with Superservice Menus, saw the
pleased by the continuing growth in
Company’s total subscription numbers
our subscriptions, and by the rising
exceed 60,000 for the fi rst time in
demand for Superservice Menus, we
our history.
In view of your Board’s confi dence
in the underlying strength of our
Company, and in line with our current
payout policy, I am pleased to report
a fully franked dividend of 3.2 cents
for the year. And in order to more
effectively manage our capital, in April
this year the Company announced its
intention to commence an on-market
share buy back. This began on April 15
have also moved to trim our operating
costs and to invest in new technology
as a powerful accelerator for our next
generation of innovative ideas.
… the need for our solutions in the
dealership and aftermarket has
never been greater.
“
“
Chairman’s Letter
“
We recognise that to maintain
and extend our position we must
continually invest in our personnel
and in new technology.
“
As you may have read, Peter Adams
In essence, the need for our solutions
in the dealership and aftermarket has
never been greater.
I mentioned our requirement for
innovation underpinned by technology.
At our core, Infomedia is a company
that turns data into information. We
recognise that to maintain and extend
our position we must continually
invest in our personnel and in new
technology. In FY2008 we recruited a
number of highly experienced technical
personnel, including Dr Michael
Bodner, who commenced as Chief
Information Offi cer in May 2008.
“
Infomedia stands as a proven partner
who delivers world class productivity
solutions to automakers and their
dealers, priced to add value rather
than cost.
“
I imagine that you would be aware
of the current volatile state of the
automotive industry. However diffi cult
the times may be, I believe that for
Infomedia, the current environment
represents many opportunities.
Infomedia stands as a proven partner
Michael is responsible for guiding the
resigned from the position of the Chief
who delivers world class productivity
Solution Development and Information
Financial Offi cer in March this year. Mr
solutions to automakers and their
Technology teams.
The Company has also commenced a
rapid development program to provide
a path for our customers to move from
disc based solutions to entirely web
based solutions. This evolution will
deliver lower supply chain costs and
faster data and application development
turnaround time for our customers.
The fi rst of these new web based
solutions was released in September
2008 and releases will continue during
the next 12 months.
dealers, priced to add value rather
than cost. The continuing growth
of our subscriptions in the face of
currency headwinds and a challenging
retail environment shows that our
expertise is highly regarded by our
customers. New car sales may have
declined this year, but the longer people
hold on to their current cars, the more
they will need Parts and Service.
Through our Auto PartsBridge™
system, originally developed for
Toyota in the USA, and our Microcat®
MARKET™ solution, Infomedia can
help to ensure that this demand is met
by genuine parts sales rather than
aftermarket parts. The Company also
provides tools for the after sales area
to help dealers either fi nd parts with
our EPCs (Microcat, Microcat® LIVE™
and Microcat MARKET) or sell service
schedules, repair operations and
accessory fi tments with our service
menu pricing tool (Superservice Menus).
Adams commenced with the Company
in 2001 and contributed signifi cantly
to the growth of the Company during
his tenure. I would like to take this
opportunity to sincerely thank Peter
for his contribution to the Company
and wish him the very best for the
future. Mr Jonathan Pollard, who was
the Company’s Finance Manager, was
subsequently appointed to the position
of Acting Chief Financial Offi cer effective
31 March 2008.
Finally, I would like to take this oppor-
tunity to thank you for your continued
support of Infomedia and convey to
you my confi dence in the continuing
growth of your Company. I hope that
you enjoy this Annual Report and
would welcome the opportunity to
meet you at the Company’s Annual
General Meeting if you are able to attend.
Richard David Graham
Chairman of the Board
infomedia.com.au 4
A Celebration of Innovation
You will notice that this year’s Annual
Report has a theme – this being a
“celebration of innovation”. This is a
refl ection of the challenges that the
Company must continually face in a
changing technological world and
our continual evolution to meet
and overcome them.
We have chosen to celebrate eight
inventions that fundamentally
changed the world as we know it.
Some are well known and some not
so well known, but they have changed
the lives of all mankind and helped
to forge the new paths we travel
down today.
We hope that they will be an
inspiration for us to be inventive,
innovative and, to always seek to fi nd
the answer in the unorthodox and
the unconventional.
“
By using the Company’s technology
and expertise, Infomedia has also
introduced EPCs to other parts
and service industries, such
as the whitegoods industry.
“
Infomedia produces other comple-
mentary parts and service related
data products. Superservice MenusTM
is a system that enables the service
department to produce quick and
accurate service quotations for its
customers. By using the Company’s
technology and expertise, Infomedia
has also introduced EPCs to other
parts and service industries, such
as the whitegoods industry.
Infomedia has been developing its
products since 1991. The expertise
and experience gained over the years
position the Company to continue to
produce reliable products well into
the future.
Company Profi le
Infomedia Ltd is a leading supplier
of information solutions to the
parts and service sector of the
global automotive industry.
Subscribed to by over 60,000 users
from franchised and independent
auto dealers and auto repairers, the
Company’s products are used every
day in more than 160 countries and
are provided in 28 languages.
Infomedia’s Electronic Parts
Catalogues (EPCs) allow dealers
to quickly and precisely identify
replacement parts manufactured
by the world’s leading automotive
companies. As the auto manufacturers’
data is constantly changing, a
recurring monthly subscription for
Infomedia’s products ensures that
customers receive and access the
most current parts information on
CD, DVD or via the Internet.
“
...the Company’s products are used
every day in more than 160 countries
and are provided in 28 languages.
“
5 infomedia.com.au
Innovations
1. Antikythera Mechanism (c. 150 B.C.)
The Antikythera Mechanism was discovered by a Greek
sponge diver, Elias Stadiatis, in the wreck of an ancient ship
off the coast of Greece’s Antikythera Island in April 1900.
Its function was speculated over for many years, not helped
by its advanced state of corrosion. Theories formed that it
was an astrolabe, an orrery (mechanical device that shows
the relative positions and motions of the planets and
moons in the solar system), or an astronomical clock.
Only a few years ago, using advanced digital radiography,
additional cogs and gears were revealed, buried underneath
layers of corrosion.
The Antikythera Mechanism has a system of up to 70 gears,
each with teeth of equilateral triangles – a clockwork of
such complexity and miniaturisation, nothing of its kind was
seen again until well into the 18th century.
It was designed to calculate astronomical positions in the
solar system. The orbits of the moon, the fi ve then known
planets, and the position of the sun are plotted on dials,
possibly for astrological purposes or for setting and
adjusting the calendars of the ancient world.
infomedia.com.au 6
A reconstruction of the Antikythera Mechanism
CEO’s Report
“
Early in 2008 our software subscription
numbers surpassed 60,000 for the
fi rst time ever – an improvement
of more than 8% over the previous
corresponding period.
“
The past year has been a busy and
positive one for Infomedia Ltd. As
Chief Executive Offi cer, I am proud of
what we have accomplished, and the
direction in which we are heading.
Our teams around the world have
been focused on the task at hand and
worked together in a coordinated
effort to deliver as promised to
our customers.
Early in 2008 our software subscription
numbers surpassed 60,000 for the
fi rst time ever – an improvement
of more than 8% over the previous
corresponding period. I am confi dent
that over the coming year we will
continue to see more subscription
increases as we expand our current
solutions to new markets, and strengthen
our share in existing markets.
Superservice Menus
Maintains Solid Growth
As in prior years, the success of
Superservice Menus™ continues,
and this year subscriptions reached a
record high of 3,946, representing an
increase of 51% on last year’s fi gures.
A number of launches to new markets
occurred throughout Asia Pacifi c and
Europe in the past year. In Europe,
Superservice Menus was launched
to Daihatsu Norway, Hyundai Turkey,
Kia France, Kia Norway and Subaru
Norway. Within Asia Pacifi c, the product
was introduced to Holden New Zealand,
Kia Australia, Lexus Australia and
Suzuki Australia – with Lexus and Suzuki
representing two new automakers
to adopt Superservice Menus. Both
Lexus and Suzuki recognised the
tremendous value of the solution and
signed an exclusive agreement with
of Toyota dealers in Australia now
using Superservice Menus. As at
the end of the 2008 fi nancial year,
Infomedia provides Superservice
Menus to 11 automotive manufacturers
in over 20 countries.
The growing success of Superservice
Menus can be attributed not only
to the effi ciency and productivity
advantages it provides to service
personnel using the system, but,
just as importantly, to the benefi ts
it provides to their customers.
Superservice Menus gives a clear
and accurate breakdown of the work
required for a customer’s vehicle, and
an explanation of the charges. For
the customer, their satisfaction with
the service increases, as well as their
confi dence in the dealer being fair and
honest. This transparency strengthens
customer loyalty, and leads to repeat
business for the service department
of the dealership.
Infomedia, which means that all Lexus
Solution Expansion
and Suzuki dealers in Australia now
Continues Around the Globe
subscribe to Superservice Menus.
Infomedia’s solutions continue to
Existing customer subscriptions also
experience growth around the world.
continued to grow, with a total of 65%
The Company’s Microcat® Electronic
“
The growing success of Superservice
Menus can be attributed... to
the effi ciency and productivity
advantages it provides to service
Parts Catalogue continues its expansion,
with subscriptions rising in Latin
America and China. In particular,
China’s light truck company, Jiangling
Motors Co., Ltd (JMC), has increased
its Microcat subscriptions over the
past year.
“
personnel using the system...
7 infomedia.com.au
Innovations
2. Gutenberg Press (1440)
The earliest dated book was printed in China in 868AD,
and in 1041 movable clay type was fi rst invented. Johan-
nes Gutenberg, a goldsmith and businessman from the
German city of Mainz, changed the world of printing when
he borrowed money to invent the Gutenberg Press.
After an idea that came to him in a “ray of light”, Gutenberg
embarked on a secret project with fi nancial backing from
a wealthy gem cutter and the owner of a paper mill.
Gutenberg’s secret was the use of a screw based press in
combination with movable metal type. His background in
metalwork was invaluable in this development, which
used an alloy of lead, tin and antimony, poured into
moulds to create letters. A new ink which was oil
based was invented to replace previously existing
water based inks. This new technique could transfer
printed characters to vellum (calf skin parchment) or
paper. The Gutenberg Press was completed by 1440, and it
brought down the price of printed materials to make them
available to the masses – not just the elite.
The impact of Gutenberg’s invention on Europe was
enormous and was a major contributor to the blooming
of scientifi c discovery, the humanistic revolution of the
Renaissance and even the Reformation. Almanacs, travel
books, chivalric romances, poetry, music, scientifi c
discoveries and more were widely distributed. The use of
Latin as the language of scholars declined as literacy rose
and texts were published in native languages. Human
knowledge and creativity were never before so accessible.
Time Life magazine named Gutenberg’s Press as the most
important invention of the second millennium.
infomedia.com.au 8
CEO’s Report
Microcat® LIVE™ has extended its
Three separate agreements were
reach with launches to Toyota dealers
signed between Toyota and Infomedia
in New Zealand, as well as nine new
throughout the year. The fi rst was a
markets in Europe, including: Belgium,
renewal of our contract with Toyota
France, Germany, Netherlands,
USA to supply Infomedia’s EPC products
Spain and Switzerland.
Microcat® MARKET™, our Internet
parts ordering system that links
independent repairers to their genuine
parts dealer, has experienced notable
growth in both Europe and the Asia
Pacifi c region. Dealer licences in Asia
Pacifi c increased by 134% and trade
customer licences increased by 189%.
It is anticipated that the product’s
growth will continue, with further
launches scheduled in the
coming months.
New Contracts Signed and
Existing Contracts Extended
for a further three years, to 2011.
The second was an agreement for
Infomedia to also supply Toyota USA
with a web-based product that allows
the processing of parts orders between
an Independent Repair Facility (IRF)
and a Toyota dealership. Finally,
Toyota Material Handling USA (TMHU)
signed a fi ve year exclusive agreement
with Infomedia to supply a web-based
EPC for its forklift division. The system
will be utilised by repairers of Toyota
industrial equipment to search for
parts and electronically submit
orders to their parts dealer. All TMHU
dealers (over 180 in the USA), will be
The past year has seen the renewal of
provided with the EPC solution. The
a number of Infomedia’s current
signing of these contracts extends and
contracts, and the signing of several
strengthens the Company’s relationship,
new contracts. The fi rst renewal was
as more of Infomedia’s products are
the Company’s agreement to supply
adopted by Toyota.
Ford Mexico with Microcat for a
further fi ve years, until 2012. As
part of the contract, Microcat LIVE
and Microcat MARKET will also be
delivered to Ford Mexico, building on
the strong partnership we’ve developed
since 1999. Toyota Mexico also
renewed their contract with Infomedia
to supply Microcat for a further fi ve
years. This continues the exclusive
renewal, the Company is authorised
to use Ford’s parts data for producing
the Microcat EPC through to 2010.
Hyundai USA also renewed its
agreement for Infomedia to produce
Microcat for Hyundai for another three
distribution agreement that Infomedia
years. In Canada, Infomedia now has
and Toyota Mexico have shared
an exclusive agreement with Kia and
since 2002.
all dealers use the Microcat EPC.
“
The past year has seen the renewal
of a number of Infomedia’s current
contracts, and the signing of several
new contracts.
“
9 infomedia.com.au
“
The increasing awareness and
traction of Superservice Menus is
evident in the two new contracts
that the Company signed
during the fi nancial year.
“
The increasing awareness and traction
of Superservice Menus is evident
in the two new contracts that the
Company signed during the fi nancial
year. General Motors (GM) became
the fi rst North American customer for
Superservice Menus when they signed
an agreement to supply the product to
its North American dealers. As GM is
contract represents sizeable growth
opportunities for Superservice Menus.
The Company also signed a fi ve year
agreement with Hyundai Motor
Company, which is endorsing the use
of Superservice Menus to Hyundai
service departments worldwide.
Hyundai has committed to recom-
mending the use, and promoting the
merits, of Superservice Menus to its
distributors and dealers. Hyundai
also invited Infomedia to participate
alongside its management team
at Hyundai service conferences
around the world.
Another important contract the
the the world’s largest automaker, and
Company renewed was with Ford
has over 7,000 dealerships in North
Asia Pacifi c. Under the terms of the
America alone, the non-exclusive
Innovations
3. The John Bird Sextant (1759)
Until the sextant was created, ocean navigation had been
inaccurate and very dangerous. The determination of latitude
was in use from around 120AD, yet the calculation of
longitude proved elusive, making sea travel dangerous
and expensive.
After four English warships were wrecked on the Scilly Isles
in 1714 due to navigational error, the British parliament
issued the Longitude Act, with a large cash prize for whoever
could discover a useable method of determining longitude.
Two technologies solved this problem. One was the precise
measure of time using accurate and transportable marine
chronometers and the other was the sextant.
The fi rst sextant was produced by the instrument maker
John Bird in 1759. Using two double-refl ecting mirrors,
the angular distance of the sun, a star, or other
heavenly body, could be measured from the
horizon. The angle and time measured could then
be used to calculate a position line on a nautical chart.
The impact of the device was huge. It directly led to the
great voyages of discovery by Captain James Cook and
others, and helped the expansion of the British Empire.
The sextant was used exclusively until the First World
War and merchant vessels are still required to have
one today, in the event of electronic failure. The skilled
use of a sextant is still considered to be the ultimate
test of seamanship.
infomedia.com.au 10
“
Over the next year, we are focused
on transitioning our Microcat and
Microcat LIVE disc solutions to a
web platform that will enable our
customers to do their business
more productively...
“
Financial Outlook
In the year ahead, the Company will
see through to conclusion the previously
communicated reduction in General
Motors subscriptions. However,
growth in other subscriptions,
particularly Superservice Menus, is
forecasted to give rise to net subscription
The recent successful contract
renewals in Europe, North America
and Asia Pacifi c, along with the positive
reception of our new solutions,
provide a solid platform for growth
in subscription volumes. Further
advances in EPC technology for both
the franchised automotive dealer and
the independent motor trade will
create increased sales momentum
and diversifi cation of the Company’s
customers and product portfolio over
the medium term.
The outlook for Superservice Menus
remains strong, with continuing
growth expected into 2009 and
beyond. The Company continues to
expand both domestically and interna-
tionally with new automakers and
organic growth from current releases.
growth for the 2009 year. While the
I look forward to leading the
Company maintains an active foreign
Infomedia team in the coming year.
currency hedging program, the projected
With our expertise, commitment,
strength of the Australian dollar
during the course of the 2009 year
enthusiasm and adaptability, I am
confi dent that we will continue to
is likely to have a further dampening
deliver solutions which our customers
effect on reported profi t, despite the
value and provide a return on
anticipated net subscription growth.
your investment.
Gary Martin
Chief Executive Offi cer
CEO’s Report
The Year Ahead
Operational Outlook
Infomedia is committed to developing
and delivering solutions that represent
the best value for our customers.
Our adaptation to evolving customer
and market needs has always been
approached with both eagerness and
enthusiasm, as we recognise that to
maintain our competitive advantage
we need to always be ahead of
the competition.
Re-evaluating and re-inventing our
ways of doing business are essential
factors to our continued success. In
today’s climate, this involves a shift
in technology. More specifi cally for
us, it means moving our traditionally
disc-based products to web-based
products. Over the next year, we are
focused on transitioning our Microcat
and Microcat LIVE disc solutions to
a web platform that will enable our
customers to do their business more
productively, whilst improving our
own production processes and
opportunities for increased revenue.
With the launch of Superservice
Menus to new markets in North
America and existing markets in
Europe and Asia Pacifi c in the coming
year, it is anticipated that strong
growth will be maintained around the
world. The commercial launch of Auto
PartsBridge and scheduled launches
of Microcat MARKET further increase
our global reach and opportunities
for revenue.
11 infomedia.com.au
Innovations
4. Sholes & Glidden
Typewriter (1873)
The idea of a machine to replace the hand written word is
not a new one. In 1714, an English engineer named Henry
Mill patented an “artifi cial machine for the impressing or
transcribing of letters” but lacked the patience to build the
complex machine.
It took three American inventors, Christopher Latham
Sholes, Carlos Glidden and Samual Soule, to bring such a
machine to reality. The “Type-Writer” as they named it, was
fi rst developed in 1867 with almost 30 prototypes following.
The prototypes were horribly unreliable. If the operator
typed at any reasonable speed, the machine jammed.
Sholes (who later left the trio) got around the problem
by inventing the “QWERTY” keyboard layout, still used
well over a century later. The intention was to slow the
operator down by separating common “digraphs” or two
letter combinations forming one sound, such as “sh”. Even
after reliability problems were later solved, the keyboard
layout remained.
An entrepreneur named James Densmore sold the inventors’
design to gun and sewing machine manufacturer, Remington.
Remington’s sewing machine engineers ironed out remaining
reliability issues and even added a sewing machine style
foot pedal to advance the paper.
The fi rst machine was released for sale in 1873 and between
1873 and 1878 only 5,000 units were sold. Additional
models were released a few years later, when sales suddenly
skyrocketed as the public saw what a productivity advantage
the renamed “Typewriter” gave them. By the late 1880s,
in a remarkably short period of time, typewriters were
common around offi ces in America and Europe.
infomedia.com.au 12
almost instantaneously. Removing
the need to install a disc each month,
as well as the previously mentioned
benefi ts, are at the forefront of
automaker and dealer requirements,
and the Company is confi dent that
the new solutions will deliver the
desired functionality.
“
As a part of a review of Infomedia’s
technology, Dr. Michael Bodner was
appointed to the position of Chief
Information Offi cer in May.
“
experience in a number of ventures.
Prior to joining Infomedia, Dr. Bodner
held positions with leading software
companies including The Thomson
Corporation and ProQuest Business
Solutions. Among his various roles
at ProQuest, he was responsible for
transitioning existing applications
from traditional technology to Service
Oriented Architecture based platforms.
In his position at Infomedia, Dr Bodner is
responsible for leading and developing
the Solution Development and Information
Technology teams to deliver on the
Company’s technology vision. Upon
his appointment as Chief Information
Offi cer, Dr Bodner said, “I am very
excited to be joining Infomedia. I
believe the Company has the technology
prowess and executive leadership to
Dr Michael Bodner
As a part of a review of Infomedia’s
take full advantage of opportunities
technology, Dr Michael Bodner was
in the information service provider’s
appointed to the position of Chief
market space and I’m delighted to
Information Offi cer in May. Dr Bodner
be a part of it.”
is a senior technology executive and
widely respected IT professional who
brings with him nearly 30 years of
Year in Review
Technology
Infomedia continues to evaluate
new technologies and competitive
forces as part of its normal
business practice.
In order for Infomedia to continue to
lead in the always evolving, information
driven industry, the technology
platform currently in use must be
transformed. This involves providing
a path for our customers from
disc-based solutions to web-based
solutions. By doing so, not only does
the Company improve effi ciencies and
lower supply chain costs, but the ability
to provide higher quality solutions
to customers is increased. The web
platform provides the fl exibility for
data to be more frequently updated
than the current format permits, and
modifi cations and improvements to
the program itself can be released
“
In order for Infomedia to continue
to lead in the always evolving,
information-driven industry, the
technology platform currently
in use must be transformed.
13 infomedia.com.au
“
Innovations
5. Fender Telecaster (1950)
The Fender Telecaster was the fi rst mass produced solid
body electric guitar. Pure and simple in design, the
Telecaster revolutionised popular music. Updated
models are still sold by Fender today.
The Telecaster or “Tele” was developed by Leo Fender
during the 1940s and was based on other solid body
electric guitars which had little impact on the market.
A crude prototype was built as early as 1943 and proved
to be popular with country musicians, which spurred
on further development.
A second hand built prototype appeared in 1949, with
almost all the features of a production Telecaster. It had
a simple and modular design suited for mass production
and ease of repair, accessible electronics, two single coil
pickups (transducers that capture mechanical vibrations)
controlled by a selector switch placed with a volume
control and a tone control.
When released for production in 1950, the Telecaster
proved to be very popular. The bright, cutting, steel guitar
like tone of a Tele found a natural home in country music,
but it was also a direct infl uence on a new musical genre
that emerged in the early 1950s – rock and roll. Buddy Holly
played on a Telecaster and his backing band, The Crickets,
defi ned the format for the modern rock band, still with
us more than half a century later. The “bite” of a Tele also
proved well suited for outdoor playing but, perhaps more
importantly, was also well suited to a TV or radio studio.
The Telecaster is a true instrument of the modern age.
Artists who have used a Telecaster include Keith Richards,
Jimmy Page, Eric Clapton, George Harrison, Muddy Waters,
Jeff Beck, Joe Strummer and Bruce Springsteen.
infomedia.com.au 14
Year in Review
Year in Review
New Traineeship Program
In July 2008, Infomedia implemented
a traineeship program whereby two
trainee computer programmers were
appointed. In line with the Company’s
ongoing goal of providing career
By administering the traineeship,
Infomedia is eligible for Commonwealth
and State Government incentives.
However, the real benefi ts are that the
Company is offsetting skills shortages,
improving mentoring opportunities
for team leaders, inspiring Company
and competencies in the areas of
values, and preparing a workforce for
business planning, business
the future.
development, team leadership and
staff management. Through
evaluation and analysis of current
practices and the development of new
opportunities for employees, one of
Career Development Initiatives
the appointees was an existing employee,
for Infomedia Employees
whilst the other trainee was appointed
from a group of external candidates.
Infomedia Ltd is committed to ensuring
practices, participants learnt modern
that staff reach their full potential.
management and leadership
The traineeship has been designed to
As part of this ongoing commitment,
principles and procedures.
educate programmers in methodologies
Infomedia embarked upon a career
and systems that are applicable to
development initiative with the
Infomedia. The initiative is supported
specifi c objective of providing a range
and supplemented with studies at the
of business skills to staff to enable
Technical College of Advanced and
them to becomemore profi cient and
Further Education (TAFE).
productive in their roles now and into
The trainees will gain skills in languages
used in commercial systems and upon
In February 2007, our team leaders
completion of their training they will
and managers commenced the
their future with Infomedia.
In addition to the Frontline Management
course, Infomedia’s Customer Service
Specialists undertook Certifi cate
IV in Customer Contact. The course
gave an insight into team leadership
and analysed and evaluated current
practices. The Customer Service
team focused on improving customer
service techniques by developing
work as entry level programmers.
Certifi cate IV in Business with a Frontline
communication methods, encouraging
Although they require mentoring, it is
Management focus. The 12 month
a greater awareness of customer
expected that the trainees work and
contribute as a part of the team.
course provided a trainer facilitated
needs and enhancing customer
program of learning to develop skills
relationships to increase revenue.
“
Infomedia Ltd is committed
to ensuring that staff reach
their full potential.
“
Infomedia’s traineeship program participants – Jessica Canabou and Tarek Bisher
15 infomedia.com.au
Innovations
6. RCA Victor CT-100
Colour Television (1954)
The RCA Victor CT-100 was the fi rst all-electronic colour
television shipped in volume to consumers’ living rooms.
It effectively changed forever how people spent their
non-working hours.
The CT-100 was known as “Merrill” to RCA Victor and was
manufactured at a plant in Bloomington, Indiana. It had a
tiny 15” colour picture tube when measured diagonally, had
36 vacuum tubes and colour phosphors that fully utilised
the colour capability of the NTSC signal, still the standard
in the United States. Thus, the CT-100 actually had a wider
colour range than many modern sets, with richly saturated
reds and greens. However, overall picture quality did look
strangely artifi cial. In marked contrast to modern television,
the CT-100 had a red mahogany cabinet.
Over 4,000 were produced and were sold for $995 – roughly
equivalent to the cost of a car for the 1950s consumer. The
price soon fell to $495, but after spending $100 million in
technology and research during the nine years it took to get
the CT-100 to production, RCA Victor didn’t see a profi table
return on its investment until 1962.
On the CT-100’s introduction in 1954, special TV shows
were produced to show off its capabilities, including NBC’s
“Living Colour” Saturday evening program.
Only about 30 CT-100s are still functional and today they
are a collectors’ item.
infomedia.com.au 16
Year in Review
“
For us as an international organisation
it is imperative that product solutions
and communications are delivered
in all of the languages spoken by
the Company’s customers...
“
In order to face the challenges of
operating in a multilingual market,
Infomedia has revised its translation
Both courses were structured towards
and localisation processes, and
providing tailored education for
implemented an advanced and
Infomedia employees to enable
innovative solution for localisation
them to reach their full potential.
and terminology management.
Participation in these programs
enabled Infomedia to take advantage
of the Federal Government incentives,
which equated to $39,500.
text and terms to ensure their
applicability to the market in which
they will be delivered. It differs from
Feedback received from participants
translation in that it doesn’t look just
from both courses has been positive,
at the words, but considers specifi c
with many experiencing greater
market idiosyncrasies.
confi dence as a result of their newly
acquired skill sets.
Supported by localisation specialists,
• a localisation knowledge base
that enables translators to more
effectively retrieve relevant
information and access various
terminology resources such
as an online glossary of
Infomedia’s customers;
• an online localisation forum that
gives translators a tool for collabo-
and gives Infomedia employees the
ability to submit a terminology
request for explanation direct to
the terminology specialist; and
• a feedback management tool
that enables Infomedia to collect
terminology requests from customers
Localisation is the process of reviewing
rating on problem solving activities
new translation service providers,
and employees for correction
Innovation via Enhanced Localisation
and the most advanced tools for
and improvement.
and Translation Methods
translation management, Infomedia
For us as an international organisation
has developed:
it is imperative that product solutions
• a new process for terminology,
and communications are delivered in
localisation and quality assessment
all languages spoken by the Company’s
management that mirrors the
customers, and new languages
highest and most recognised
are offered to customers in
international standards of the
emerging markets.
localisation industry;
These new tools have had an immediate
positive impact on the overall quality
of the translations and a reduction in
translation costs. Internally, the use
of technical writing, terminology style
guides and controlled vocabulary
will continue to improve the quality
of the Company’s intra-departmental
communication – leading to more
effective communication both
internally and externally.
“
These new tools have had an
immediate positive impact on the
overall quality of the translations
and a reduction in translation costs.
“
17 infomedia.com.au
Innovations
7. Regency Transistor
Radio (1954)
The transistor was a piece of high technology created in the
Bell Telephone Laboratories in 1947. William Shockley, John
Bardeen and Walter Brattain discovered a semi conducting
device capable of amplifying an electrical signal as well as
rectifying it, thus making the vacuum tube obsolete. For
this, the trio were awarded the Nobel Prize in Physics.
For something as groundbreaking as the transistor, it’s
somewhat surprising that a commercial application for
the invention was, at fi rst, diffi cult to fi nd.
Texas Instruments recognised its potential and designed
and built a prototype radio using the transistor – immediately
making the device far smaller, less power hungry, much
less complicated and more reliable. No major existing radio
manufacturers were interested but a small company in
Indianapolis, I.D.E.A, was very interested.
In 1954 the Regency TR-1 transistor radio was sold for
$49.95, about the equivalent price of a high end iPod today.
The TR-1 was encased in futuristic plastic packaging, was
small enough to hold in your hand or pocket and came in
four colours at fi rst, with seven more added afterwards.
Advertising used the slogan, “See it! Hear it! Get it!” The
youth market immediately seized upon it as rock and roll
spread throughout the globe.
Music was for the fi rst time mobile and accessible almost
everywhere. The technology within went on to morph into the
integrated circuit, the silicon chip and the modern computer.
infomedia.com.au 18
Strong Management
Your Company is led by a management team with extensive experience across multiple disciplines and industries.
The group works together closely to ensure a consistent direction across all areas of the business and in all
locations in which the Company operates.
Gary Martin – Chief Executive Offi cer
Gary Martin joined the Company as International Sales Manager in 1998 and was
appointed as General Manager, Electronic Catalogues Division in August 2001.
Mr Martin was appointed to the Board in 2004 and then to the position of CEO
in January 2005. Mr Martin has extensive experience in the automotive industry,
having held various positions at automotive dealerships since 1987. In his time
with Ford dealers, Mr Martin was awarded the Ford Management Excellence
Award in four consecutive years and participated on various automaker
committees. In his role as CEO, Gary provides strategic direction and
oversees all areas of the business.
Michael Bodner – Chief Information Offi cer
Dr Michael Bodner has almost 30 years experience across a number of high
technology ventures. He has a Ph.D. in Theoretical Physics and was one of
the scientists assigned to the Apollo project at NASA. He has been a college
professor, and then entered the emerging microcomputer industry, in which he
worked in a number of small and very large companies. After several years at
The Thomson Corporation, where he served as the Chief Technology Offi cer
and Senior Director of Technology Strategy in Zurich, he returned to the US and
entered the automotive information provider industry. Immediately prior to
joining Infomedia in May 2008 as Chief Information Offi cer, Dr Bodner worked
for a leading software company in the position of Vice President, Emerging
Technologies and Global Architecture and Standards, and then as Acting Chief
Information Offi cer responsible for development of the company’s corporate
technology strategy. At Infomedia, Michael is responsible for the Company’s
global technology direction and delivery and leads the Development and
Systems teams in creating new customer solutions.
Nick Georges – General Counsel & Company Secretary
Nick Georges is a qualifi ed 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 & Company Secretary in 1999, Mr Georges worked in general
practice as a solicitor in Victoria before moving to Sydney in 1995 to take up
an executive role with an international software development company where
he obtained extensive experience in the information technology industry. Nick
provides legal advice and support to all areas of the business globally, as well
as performing his duties as Company Secretary.
19 infomedia.com.au
Innovations
8. Apple I Personal Computer (1976)
From the late 1950s, a computer was generally considered
to be a mainframe computer sold by huge companies
housed in dedicated rooms and run by highly trained staff .
However, things changed in the 1970s. The introduction of
the microprocessor, a stand alone chip with miniaturised
components, led a small number of hobbyists
to dream of owning their own computer.
These fi rst personal computers were primitive
by today’s standard. They had no keyboard,
display or even storage, and input was performed
by toggling switches, giving an output of blinking lights.
Steve Wozniak (or “Woz”) was an engineer working for the
pocket calculator division of Hewlett Packard. In his spare
time he built digital telephone hacking devices to make
free long distance phone calls with a teenage delinquent
named Steve Jobs. Jobs dragged a reluctant Wozniak to the
newly formed “Homebrew Computer Club”, which also had
a young Bill Gates as a member.
As Woz was too broke to buy a computer, he decided to
build his own, and designed the Apple I – a computer of
brilliant simplicity and advanced technology. All the elements
we see in computers today were present. Keyboard input,
graphical output (to any TV) and storage in RAM or tape.
Jobs convinced Wozniak that there was a market for them
(the idea of selling it never occurred to Woz) and the two
built circuit boards in Jobs’ parents’ garage in California.
Wozniak improved his design with the Apple II in 1977,
which added high resolution graphics (Woz “threw it in” as
he “didn’t know if people would use it”), colour and sound
on a circuit board of staggering simplicity and expandability.
Woz challenged himself to design with as few chips as
possible, always fi nding ways to do more with less while
also writing most of the software for the new machine,
which Jobs encased in a marketable plastic box.
Huge sales of the Apple II heralded the personal computer
revolution. The Apple II sold with little change until
October 1993 – around the same time another innovation,
the Internet, was born.
infomedia.com.au 20
Strong Management
Mark Kujacznski – Vice President of Product Strategy
Mark Kujacznski joined Infomedia as Vice President of Infomedia North
America in August, 2005. Mr Kujacznski has extensive experience in both the
automotive retail and IT industries. Prior to joining Infomedia, he was Senior
Project Manager at RouteOne, a joint venture between GMAC, Chrysler Financial,
Ford Credit and Toyota Financial, where he had responsibility for all business
and technical aspects of Dealer Management System (DMS) integration with
RouteOne. Before joining RouteOne, Mr Kujacznski spent 18 years at EDS in
numerous leadership positions and was the Product Development Manager for
the EDS Parts Imager electronic parts catalogue and Program Manager of EDS’
DealerSphere initiative. As Vice President of Product Strategy at Infomedia, Mark
is responsible for projects aimed at increasing the usage of Infomedia solutions
through strategic alliances and deeper product integration with third parties.
Alison MacFarlane – Director of Marketing
Alison MacFarlane has over 15 years of experience in the fi eld of marketing,
having worked for a large Australian bank for fi ve years, and immediately prior
to joining Infomedia in October 2003, she worked for an accounting software
fi rm for six years. She has extensive experience in software development and
marketing and is passionate about technology. Her particular areas of expertise
are product marketing, communications and brand management. Ms MacFarlane
has a Bachelor degree (Information Science – Computing) and a Masters of
Business (Marketing). Ms MacFarlane is responsible for representing the voice of
the customer and providing leadership on customer communication and support.
Andrew Pattinson – Managing Director, IFM Europe Ltd
Andrew Pattinson joined Infomedia in April 1988 from the fi nance industry to
work on the administration team and has since held roles in many areas of the
Company. Mr Pattinson ran the Production and Operations area of the business
for six years prior to taking on the Melbourne based role of General Manager,
Data Management Division, following its acquisition in April 2000. In January
2002, he returned to Sydney and accepted the role of Vice-CEO. Mr Pattinson
relocated to the UK in April 2004 to open Infomedia’s European operations.
He served on the Infomedia Board from October 2001 until October 2004.
21 infomedia.com.au
Strong Management
Jonathan Pollard – Acting Chief Financial Offi cer
Jonathan Pollard is a Chartered Accountant and has over 10 years fi nancial experience
in both European and Australian companies. Mr Pollard joined Infomedia in July
2004 in the position of Finance Manager and in April 2008 was promoted to the
position of Acting Chief Financial Offi cer. Mr Pollard has extensive experience in
fi nancial reporting, management accounting, auditing and fi nancial modelling.
Before joining Infomedia, Mr Pollard held a position as a senior accountant with
an Australian software company and prior to that a senior audit position with
KPMG UK. Mr Pollard has a Bachelor of Science degree (Mathematics). Jonathan
is responsible for managing all fi nance and accounting functions of the Company.
Michael Roach – Director of Sales/General Manager Asia Pacifi c
Michael Roach joined Infomedia in 1979 in the fi eld of electronic publishing.
Mr Roach has held various positions during his tenure, including Production
Manager and Operations Manager, before he was promoted to General Manager
of the Data Management Division in 2002. He was then promoted to the position
of General Manager of the Catalogues & Publishing Division in January 2005. Mr
Roach has extensive experience in the automotive cataloguing industry. He is
responsible for key relationships throughout the world with automakers, as well
as leading the global New Business, Client Management and Sales teams.
Dan Stedem – Vice President Operations, IFM North America
Dan Stedem has worked alongside Infomedia since 1999, when Microcat was fi rst
launched to Ford dealers in North America. Since that time, he has been a subject
matter expert, trainer, salesman and all-around customer support person. In
February 2008, Mr Stedem was appointed Vice President Operations for IFM
North America. Prior to his work with Infomedia, Mr Stedem spent over 25 years
working in various positions at Ford dealerships, leaving as General Manager
with 15 President’s Awards for Customer Satisfaction during his tenure. Mr Stedem
has a Bachelor of Science degree from State University of New York. Dan is
responsible for customer satisfaction and operational excellence in North America.
Linda Williams – Human Resources Manager
Linda Williams joined Infomedia in November 2000. Mrs Williams has extensive
human resources management experience in the corporate sector including banking
and fi nance, hospitality, the Sydney Organising Committee for the Olympic Games
and information technology. Mrs Williams has been responsible for the integration
of staff from the three acquisitions Infomedia has undertaken, the establishment
of overseas offi ces, recruitment of new hires and advice to senior management
on a range of human resource issues. Mrs Williams has obtained a Registered
Nursing Certifi cate, a Human Resources Certifi cate and an Advanced Diploma
of Human Resources. Her expertise in human resources spans over 15 years and
includes recruitment, equal employment opportunity and employee relations.
infomedia.com.au 22
Directors’ Report
Your Directors submit their Report for the year ended 30 June 2008.
DIRECTORS
Directors were in offi ce from the beginning of the fi nancial year until the date of this report, unless otherwise stated.
The names and details of the Directors of the Company in offi ce during the fi nancial year and until the date of this Report are:
Richard Graham – Chairman of the Board
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
until he retired as CEO in December 2004. Since then, Mr Graham has continued
as Chairman. Mr Graham was last re-elected to the Board in October 2005.
Gary Martin – Chief Executive Offi cer
Gary Martin was promoted to the position of Chief Executive Offi cer on 1 January
2005. Mr Martin has extensive experience in the automotive industry. He has
been with Infomedia since 1998, when he joined the Company as International
Sales Manager. Mr Martin was appointed as General Manager, Electronic
Catalogues Division in August 2001. Prior to joining Infomedia, he had 12 years
of experience at automotive dealerships, including as General Manager, Parts
& Accessories of a large multi-franchised dealership group. In his time with Ford
dealers, Mr Martin was awarded the Ford Management Excellence Award in
four consecutive years and participated on various automaker committees.
Mr Martin was elected to the Board in October 2004.
Frances Hernon – Non-executive Director
Frances Hernon was appointed to the Infomedia Board of Directors on 19 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
Publicity 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 the Corporate Aff airs Manager for Nestlé Australia Ltd.
Ms Hernon serves on the Audit, Risk & Governance Committee and also serves
the Board as Lead Non-executive Director for all matters that formerly fell within
the ambit of the Remuneration & Nomination Committee. Ms Hernon was last
re-elected to the Board in October 2006.
23 infomedia.com.au
Directors’ Report
Myer Herszberg – Non-executive Director
Myer Herszberg has been a Director of Infomedia since 1992. Mr Herszberg
has extensive consumer electronics experience and was active in bringing
home computers to Australia in the early 1980s, as well as many other leading
edge electronic products. He also has extensive experience in the commercial
property market, and is active in a number of community service organisations.
Mr Herszberg currently serves on the Company’s Audit, Risk & Governance
Committee. Mr Herszberg was last re-elected to the Board in October 2005.
Andrew Moffat – Non-executive Director
(Chairman of Audit, Risk & Governance Committee)
Andrew Moff at was appointed to the Infomedia Board of Directors on 31 March
2005. Mr Moff at 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. Mr Moff at was a Director of
Equity Capital Markets & Advisory for BNP Paribas Equities (Australia) Limited
with principal responsibility for mergers and acquisition advisory services and
a range of equity capital raising mandates including placements, initial public
off erings, rights issues and dividend reinvestment plan underwritings. His
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. Mr Moff at was elected
to the Board in October 2005.
COMPANY SECRETARY
Nick Georges – General Counsel & Company Secretary
Nick Georges is a qualifi ed 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 & 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, where he obtained extensive experience in the
information technology industry.
infomedia.com.au 24
Directors’ Report
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 Equity Pty Limited
Yarragene Pty Limited
Wiser Centre Pty Limited
Richard Graham
Gary Martin
Frances Hernon
Andrew Moff at
100,277,501
23,421,599
1,000,000
926,559
507,590
5,000
-
-
-
-
-
1,000,000
-
-
Richard Graham is the sole Director and benefi cial shareholder of Wiser Equity 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.
Directorships of other publicly listed entities
During the past fi ve years, Andrew Moff at has been the non-executive chairman of Pacifi c Star Network Limited. He is also a
Non-executive Director of Cash Converters International Ltd and an Executive Director of Rubik Financial Limited.
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 group were:
• developer and supplier of Electronic Parts Catalogues (EPCs) and service quoting systems for the automotive industry
globally; and
•
information management, analysis and creation for the domestic automotive and oil industries.
There have been no signifi cant changes in the nature of those activities during the year.
EMPLOYEES
The Company employed 213 (2007: 204) full time employees as at 30 June 2008.
25 infomedia.com.au
DIVIDENDS
Final dividends recommended:
On ordinary shares – fi nal – fully franked
Dividends paid in the year:
On ordinary shares – 2008 interim – fully franked
Final for the 2007 year:
On ordinary shares – as recommended in the 2007 report
NET TANGIBLE ASSETS PER SECURITY
The Company’s net tangible assets per security are as follows:
Net tangible assets per share at 30 June 2008
Net tangible assets per share at 30 June 2007
REVIEW AND RESULTS OF OPERATIONS
Directors’ Report
Cents
$’000
4,491
5,867
6,845
1.40
1.80
2.10
Cents
3.5
4.4
The following table presents sales revenue and profi t after tax. There were no non-recurring signifi cant items during the
2007 or 2008 fi nancial years:
Sales revenue – Catalogue & Publishing
Sales revenue – Business systems (sold 1 December 2006)
Consolidated sales revenue
CONSOLIDATED
2008
$’000
51,731
-
51,731
2007
$’000
52,990
1,576
54,566
Profi t after tax
13,066
15,294
The Company is pleased to report net profi t after tax of $13,066,000 for the 2008 fi nancial year, which is within the guidance
range previously advised in December 2007.
Electronic Parts Catalogue subscription numbers grew by 6% to 56,470 and Superservice Menus subscription numbers
grew by 51% to 3,946 over the previous corresponding period.
Electronic Parts Catalogue subscription growth was driven primarily through the successful release of Microcat LIVE into
more Toyota Europe markets. Superservice Menus subscription growth was driven by growth in Europe and Asia Pacifi c.
The consolidated sales revenue was impaired as a result of the rising strength of the Australian dollar throughout the year
and by the previously communicated loss of General Motors EPC subscriptions.
On 1 April 2008, the Company commenced a share buy back (on market within 10/12 limit). As at 30 June 2008 the Company
had repurchased 3,597,966 shares for a total consideration of $1,370,000.
infomedia.com.au 26
Directors’ Report
REVIEW AND RESULTS OF OPERATIONS (CONTINUED)
Cash fl ows from operations remain strong with $13,181,000 in cash generation. Total dividend payments to shareholders
over the 2008 fi nancial year amounted to $12,713,000. Notwithstanding these returns, the balance sheet remains in a
strong position, with $14,247,000 cash on hand at 30 June 2008.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There has been no signifi cant change in the state of aff airs of the Company since the last Directors’ Report.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
There has been no matter or circumstance that has arisen since the end of the fi nancial year that has signifi cantly aff ected
the operations of the Company, the results of those operations, or the state of aff airs of the Company.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
In the year ahead, the Company will see through to conclusion the previously communicated reduction in General Motors
subscriptions in North America. However, growth in other subscriptions, particularly Superservice Menus, is forecasted
to give rise to net subscription growth for the 2009 year. While the Company maintains an active foreign currency hedging
program, the projected strength of the Australian dollar during the course of the 2009 year is likely to have a further
dampening eff ect on reported profi t, despite the anticipated net subscription growth.
The recent successful contract renewals in Europe, North America and Asia Pacifi c, along with the positive reception of our
new products, provide a solid platform for growth in subscription volumes. Further advances in EPC technology for both the
franchised automotive dealer and the independent motor trade will create increased sales momentum and diversifi cation
of the Company’s customers and product portfolio over the medium term.
The outlook for Superservice Menus remains strong, with continuing growth expected into 2009 and beyond. The Company
continues to expand both domestically and internationally with new automakers and organic growth from current releases.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Company 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 1,950,000 unissued ordinary shares under options. Refer to Note 24 to the fi nancial
statements for further details of the options outstanding.
Shares issued as a result of the exercise of options
There were no shares issued as a result of the exercise of options during the year. Since the end of the fi nancial year there
have been no further options exercised.
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.
27 infomedia.com.au
Directors’ Report
REMUNERATION REPORT – AUDITED
This remuneration report outlines the director and executive remuneration arrangements of the Company and the Group
in accordance with the requirements of the Corporations Act 2001 and its regulations. For the purposes of this report, Key
Management Personnel (KMP) of the Group are defi ned as those persons having authority and responsibility for planning,
directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director
(whether executive or otherwise) of the parent company.
Details of Key Management Personnel
(i) Directors
Richard Graham
Gary Martin
Myer Herszberg
Frances Hernon
Andrew Moff at
(ii) Executives
Chairman
Chief Executive Offi cer
Non-executive Director
Non-executive Director
Non-executive Director
Andrew Pattinson
Managing Director – IFM Europe Ltd
Chief Financial Offi cer
Company Secretary & General Counsel
Director of Sales/General Manager Asia Pacifi c
Chief Information Offi cer
Acting Chief Financial Offi cer
Peter Adams*
Nick Georges
Michael Roach
Michael Bodner**
Jonathan Pollard***
*
Resigned 31 March 2008
** Appointed 1 May 2008
*** Appointed 1 April 2008
Compensation 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 compensation framework:
• Provide competitive rewards to attract high calibre executives
• Link executive rewards to shareholder value
• Establish appropriate performance hurdles in relation to variable executive compensation
Remuneration Committee
Ms Hernon, in her capacity as lead Director for all matters that formally fell within the ambit of the former Remuneration &
Nomination Committee of the Board of Directors is responsible for recommending to the Board the Company’s remuneration
and compensation policy arrangements for all Key Management Personnel. Ms Hernon, together with the non-executive
members of the Board, 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.
infomedia.com.au 28
Directors’ Report
REMUNERATION REPORT – AUDITED (CONTINUED)
Compensation Structure
In accordance with best practice corporate governance recommendations, the structure of Non-executive Director and
senior executive compensation is separate and distinct.
Non-executive Director Compensation
Objective
The Board seeks to set aggregate compensation 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 Australian Securities Exchange (ASX) Listing Rules specify that the aggregate compensation of
Non-executive Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount
determined is then available between the Directors as appropriate (for the year ended 30 June 2008, Non-executive
Directors’ compensation totalled $309,341 (2007: $350,136)). The latest determination was at the Annual General Meeting
held on 30 October 2002 when shareholders approved a maximum aggregate compensation 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 Compensation
Objective
The Company aims to reward executives with a level and mix of compensation commensurate with their position and
responsibilities within the Company and 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 that total compensation is competitive by market standards.
Structure
In determining the level and make-up of executive compensation, the Board engages an external consultant from time to
time to provide independent advice in the form of a written report detailing market levels of compensation for comparable
executive roles.
Compensation consists of the following key elements:
• Fixed Compensation
• Variable Compensation - Short Term Incentive (STI); and
• Variable Compensation - Long Term Incentive (LTI).
The actual proportion of fi xed compensation and variable compensation (potential short term and long term incentives) is
established for Key Management Personnel (excluding the CEO and Non-executive Directors) by the CEO in conjunction with
29 infomedia.com.au
Directors’ Report
REMUNERATION REPORT – AUDITED (CONTINUED)
the lead Director (Ms Hernon) for all remuneration matters, and in the case of the CEO, by the Chairman of the Board in
conjunction with Ms Hernon. Other executive salaries are determined by the CEO with reference to market conditions.
Fixed Compensation
Objective
The level of fi xed compensation is set so as to provide a base level of compensation which is both appropriate to the
position and competitive in the market. Fixed compensation is reviewed periodically by the CEO in conjunction with
Ms Hernon for the Key Management Personnel (excluding the CEO and Non-executive Directors), and in the case of the
CEO, by the Chairman of the Board in conjunction with Ms Hernon. All other executive positions are reviewed periodically
by the CEO. As noted above, Ms Hernon has access to external advice independent of management.
Structure
Executives are given the opportunity to receive their fi xed (primary) compensation 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 Compensation – Short Term Incentive (STI)
Objective
The objective of short term compensation is to link the achievement of both individual performance and Company
performance with the compensation received by the executive.
Structure
The structure of short term compensation is a cash bonus dependent upon a combination of individual performance objectives
and Company objectives being met. This refl ects the Company wide practice of Performance Planning & Review (PPR)
procedures. Individual performance objectives centre on 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)
are used. In assessing whether Company objectives have been satisfi ed, Board level pre-determined budgetary targets are
used. These methods have been chosen to create clear and measurable performance targets.
Variable Compensation – Long Term Incentive (LTI)
Objective
The objective of the LTI plan is to reward executives in a manner which aligns this element of compensation with the
creation of shareholder wealth. As such LTI grants are made to executives who are able to infl uence the generation of
infomedia.com.au 30
Directors’ Report
REMUNERATION REPORT – AUDITED (CONTINUED)
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 compensation 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.
31 infomedia.com.au
Directors’ Report
REMUNERATION REPORT – AUDITED (CONTINUED)
Details of Directors, Key Management Personnel and the fi ve highest remunerated specifi ed executives for the year
ended 30 June 2008 and 30 June 2007.
Short-Term
Post
Employment
Share Based
Payments
Long-Term
Total
Percentage
Performance
Related
Salary
& Fees
Bonus
Non
Monetary
Benefi ts
Super-
annuation
Options
Other
$
$
$
$
$
$
$
%
2008 Financial Year:
Directors
Richard Graham
115,000
-
Gary Martin
290,000
102,400
-
-
22,571
5,000
Myer Herszberg
Frances Hernon
Andrew Moffat
Executives
Andrew Pattinson
Peter Adams*
Nick Georges
Michael Roach
Mark Kujacznski
Michael Bodner**
Jonathan Pollard***
2007 Financial Year:
Directors
Richard Graham
Gary Martin
Myer Herszberg
Frances Hernon
Andrew Moffat
Geoff rey Henderson
Executives
Andrew Pattinson
Peter Adams
Mark Kujacznski
Michael Roach
Nick Georges
56,300
56,250
56,250
303,658
207,254
177,500
174,869
158,748
42,704
37,500
-
-
-
-
51,300
22,300
25,000
21,689
22,280
-
-
-
-
-
-
25,405
-
-
-
12,231
3,629
-
1,676,033
244,969
41,265
115,000
280,000
56,300
56,250
56,250
37,427
314,276
190,742
182,692
167,215
165,000
1,621,152
-
83,200
-
-
-
-
24,746
38,000
25,641
25,000
23,000
-
-
-
-
-
-
15,258
-
12,434
-
-
219,587
27,692
10,350
26,100
5,067
5,062
5,062
27,329
13,353
15,975
15,525
-
-
3,375
127,198
10,350
25,200
5,067
5,062
5,062
3,368
28,285
17,220
-
14,850
14,850
129,314
-
-
-
-
1,716
5,328
3,150
-
2,000
-
-
-
-
-
-
17,961
-
7,332
5,700
79,839
*Resigned 31 March 2008
**Appointed 1 May 2008
***Appointed 1 April 2008
34,765
25,123
2,149,353
-
48,846
-
3,267
125,350
446,071
61,367
61,312
61,312
-
-
-
14,073
370,465
-
2,850
3,200
-
-
-
273,623
223,953
221,744
192,668
70,613
40,875
125,350
440,513
61,367
61,312
61,312
40,795
387,803
266,148
220,767
217,184
210,475
-
-
-
-
5,238
2,225
-
2,787
1,925
-
20%
-
-
-
-
10%
15%
11%
-
-
-
-
30%
-
-
-
-
6%
21%
12%
15%
14%
15,442
2,093,026
infomedia.com.au 32
Directors’ Report
REMUNERATION REPORT – AUDITED (CONTINUED)
Contract for Services
The table and notes below summarise current executive employment contracts with the Company as at the date of
this report:
Gary Martin
Nick Georges
Michael Roach
Mark Kujacznski
Michael Bodner
Commencement date
per latest contract
1 January 2008
1 January 2008
1 January 2006
22 August 2005
1 May 2008
Duration
Notice Period - Company
Notice Period - Executive
3 years
3 years
3 years
3 years
3 years
6 months*
6 months*
3 months
3 months
6 months**
6 months
6 months
3 months
3 months
6 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.
** 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.
Shares issued on exercise of compensation options (Consolidated)
No options were exercised during the year.
Compensation options: Granted and vested during the year ended 30 June 2008
Terms and Conditions for each Grant
Vested
Options Issued
No.
Grant date
Fair value per
option at grant
date ($)
Exercise price
per option ($)
Expiry date
No.
%
Directors
Gary Martin
Executives
Michael Bodner
Nick Georges
Total
1,000,000
1/1/2008
0.076
500,000
250,000
1,750,000
1/5/2008
1/1/2008
0.076
0.076
0.53
0.42
0.53
5/2/2011
13/5/2011
5/2/2011
-
-
-
-
-
-
-
-
There were no options granted in the prior year.
33 infomedia.com.au
Directors’ Report
DIRECTORS’ MEETINGS
The number of meetings of Directors (including meetings of committees of Directors) held during the year and the
numbers of meetings attended by each Director were as follows:
Committee Meetings
Directors’ Meetings
Audit, Risk & Governance
Number of meetings held:
Number of meetings attended:
Richard Graham
Gary Martin
Myer Herszberg
Frances Hernon
Andrew Moffat
16
16
14
16
13
14
6
-
-
4
4
6
In June 2007, the Board resolved to appoint Ms Hernon to the Audit & Risk Committee and to subsequently merge
that Committee and the Corporate Governance Committee into the Audit, Risk & Governance Committee. It also
resolved that the Board itself would re-absorb the Remuneration & Nomination Committee functions. These changes
took eff ect from 1 July 2007, with the exception of Ms Hernon’s appointment to the Audit & Risk Committee (as it
then was), which took eff ect on 25 June 2007.
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.
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 is in the annual report.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The Directors received an auditor’s independence declaration from the auditor of the Company (refer to page 35).
NON-AUDIT SERVICES
Ernst & Young did not provide any non-audit services during the fi nancial year ended 30 June 2008.
Signed in accordance with a resolution of the Directors.
Richard David Graham
Chairman
Sydney, 19 August 2008
infomedia.com.au 34
Auditor’s Independence Declaration to the Directors of Infomedia Limited
In relation to our audit of the financial report of Infomedia Limited for the financial year ended 30 June 2008,
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
Garry Wayling
Partner
19 August 2008
35 infomedia.com.au
Liability limited by a scheme approved
under Professional Standards Legislation
Income Statement
YEAR ENDED 30 June 2008
Notes
CONSOLIDATED
INFOMEDIA LTD
Sales revenue
Finance revenue
Revenue
Cost of sales
Gross Profi t
Net profi t/(loss) on sale of business
Employee benefi ts expense
Depreciation and amortisation
Finance costs
Operating lease rental
Other expenses
Profi t before income tax
Income tax expense
Profi t after income tax
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Dividends per share – ordinary (cents per share)
2008
$’000
51,731
760
52,491
(19,477)
33,014
-
(8,061)
(3,985)
(107)
(1,038)
(3,151)
16,672
(3,606)
13,066
4.01
4.01
3.20
2007
$’000
54,566
791
55,357
(17,448)
37,909
15
(8,374)
(3,492)
(134)
(1,072)
(4,119)
20,733
(5,439)
15,294
4.70
4.68
4.00
3(i)
22
3(ii)
3(iii)
4
5
5
6
2008
$’000
39,394
740
40,134
(11,489)
28,645
-
(7,334)
(3,492)
(107)
(531)
(1,765)
15,416
(3,302)
12,114
2007
$’000
42,967
778
43,745
(11,106)
32,639
(76)
(7,017)
(3,016)
(134)
(533)
(1,868)
19,995
(5,498)
14,497
infomedia.com.au 36
Balance Sheet
AT 30 June 2008
Notes
CONSOLIDATED
INFOMEDIA LTD
21(b)
7
8
31
9
10
12
13
4
15
16
17
18
19
4
20
20
2008
$’000
14,247
5,220
82
529
888
-
2007
$’000
15,690
6,944
52
432
-
-
2008
$’000
13,299
2,949
58
436
888
-
20,966
23,118
17,630
-
2,052
20,453
1,141
23,646
44,612
3,826
2,042
331
569
-
6,768
1,372
3,937
5,309
12,077
32,535
16,368
1,628
14,539
32,535
335
2,817
17,139
1,443
21,734
44,852
2,482
2,284
2,272
506
-
7,544
1,706
2,700
4,406
11,950
32,902
17,738
978
14,186
32,902
248
1,598
16,413
942
19,201
36,831
3,115
1,381
138
265
1,457
6,356
1,223
3,473
4,696
11,052
25,779
16,368
1,684
7,727
25,779
2007
$’000
13,544
3,818
52
297
-
1,623
19,334
583
2,222
13,465
1,250
17,250
36,854
1,752
1,612
2,228
254
-
5,846
1,568
2,353
3,921
9,767
27,087
17,738
1,023
8,326
27,087
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Prepayments
Derivatives
Intercompany
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Other fi nancial assets
Property, plant and equipment
Intangible assets and goodwill
Deferred tax assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
Income tax payable
Deferred revenue
Intercompany
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
Deferred tax liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Retained profi ts
TOTAL EQUITY
37 infomedia.com.au
Cash Flow Statement
YEAR ENDED 30 June 2008
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
21(a)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
Proceeds from sale of business
NET CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options
Repayment of borrowings
Share buy back payment
Dividends paid on ordinary shares
22
20
20
6
NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
NET (DECREASE) IN CASH HELD
Add opening cash brought forward
CLOSING CASH CARRIED FORWARD
21(b)
2008
$’000
53,597
(36,900)
760
-
(4,276)
13,181
(541)
-
(541)
-
-
(1,370)
(12,713)
(14,083)
(1,443)
15,690
14,247
2007
$’000
54,284
(35,448)
791
(3)
(5,580)
14,044
(873)
1,169
296
250
(500)
-
(24,421)
(24,671)
(10,331)
26,021
15,690
2008
$’000
40,358
(22,483)
740
-
(4,271)
14,344
(506)
-
(506)
-
-
(1,370)
(12,713)
(14,083)
(245)
13,544
13,299
2007
$’000
43,535
(25,438)
778
(3)
(5,239)
13,633
(692)
185
(507)
250
(500)
-
(24,421)
(24,671)
(11,545)
25,089
13,544
infomedia.com.au 38
Statement of
Changes in Equity
YEAR ENDED 30 June 2008
CONSOLIDATED
Contributed equity
Retained earnings
Other reserves
At 1 July 2007
Profi t for the year
Income/(expense) recognised directly in equity
- Exchange diff erence on translating foreign operations
- Cashfl ow hedge gain
Total income/(expense) recognised directly in equity
Total income/(expense) for the year
EQUITY TRANSACTIONS
Cost of share based payments
Share buy back
Equity dividends
At 30 June 2008
$’000
17,738
-
-
-
-
-
-
(1,370)
-
16,368
$’000
14,186
13,066
-
-
-
13,066
-
-
(12,713)
14,539
$’000
978
-
(11)
626
615
615
35
-
-
1,628
YEAR ENDED 30 June 2007
CONSOLIDATED
Contributed equity
Retained earnings
Other reserves
At 1 July 2006
Profi t for the year
Income/(expense) recognised directly in equity
- Exchange diff erence on translating foreign
operations
- Cashfl ow hedge gain
Total income/(expense) recognised directly in equity
Total income/(expense) for the year
EQUITY TRANSACTIONS
Cost of share based payments
Exercise of options
Equity dividends
At 30 June 2007
$’000
17,488
-
-
-
-
-
-
250
-
17,738
$’000
23,313
15,294
-
-
-
15,294
-
-
(24,421)
14,186
$’000
1,010
-
(79)
-
(79)
(79)
47
-
-
978
Total
$’000
32,902
13,066
(11)
626
615
13,681
35
(1,370)
(12,713)
32,535
Total
$’000
41,811
15,294
(79)
-
(79)
15,215
47
250
(24,421)
32,902
39 infomedia.com.au
Statement of
Changes in Equity
YEAR ENDED 30 June 2008
INFOMEDIA LTD
Contributed equity
Retained earnings
Other reserves
At 1 July 2007
Profi t for the year
Income/(expense) recognised directly in equity
- Exchange diff erence on translating foreign operations
- Cashfl ow hedge gain
Total income/(expense) recognised directly in equity
Total income/(expense) for the year
EQUITY TRANSACTIONS
Cost of share based payments
Share buy back
Equity dividends
At 30 June 2008
$’000
17,738
-
-
-
-
-
-
(1,370)
-
16,368
$’000
8,326
12,114
-
-
-
12,114
-
-
(12,713)
7,727
$’000
1,023
-
-
626
626
626
35
-
-
1,684
YEAR ENDED 30 June 2007
INFOMEDIA LTD
Contributed equity
Retained earnings
Other reserves
At 1 July 2006
Profi t for the year
Income/(expense) recognised directly in equity
- Exchange diff erence on translating foreign operations
- Cashfl ow hedge gain
Total income/(expense) recognised directly in equity
Total income/(expense) for the year
EQUITY TRANSACTIONS
Cost of share based payments
Exercise of options
Equity dividends
At 30 June 2007
$’000
17,488
-
-
-
-
-
-
250
-
17,738
$’000
18,250
14,497
-
-
-
14,497
-
-
(24,421)
8,326
$’000
976
-
-
-
-
-
47
-
-
1,023
Total
$’000
27,087
12,114
-
626
626
12,740
35
(1,370)
(12,713)
25,779
Total
$’000
36,714
14,497
-
-
-
14,497
47
250
(24,421)
27,087
infomedia.com.au 40
Notes to the
Financial Statements
30 June 2008
1. CORPORATE INFORMATION
The fi nancial report of Infomedia Ltd for the year ended 30 June 2008 was authorised for issue in accordance with a resolution
of the Directors on 19 August 2008.
Infomedia Ltd is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian
Securities Exchange (ASX).
The nature of the operations and principal activities of the Company are described in the Directors’ Report.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
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 and Australian Accounting Standards. The fi nancial report has also been prepared on a historical
cost basis, except for derivative fi nancial instruments that have been measured at fair value.
(b) Statement of compliance
This fi nancial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards
Board. This fi nancial report also complies with the International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board.
(c) Adoption of new accounting standard
The group has adopted AASB 7 Financial instruments: Disclosures and all consequential amendments which became
applicable on 1 January 2007. The adoption of this standard has only affected the disclosure in these fi nancial statements.
There has been no effect on profi t and loss or the fi nancial position of the entity.
(d) Basis of consolidation
The consolidated fi nancial statements comprise the fi nancial statements of Infomedia Ltd and its subsidiaries (“the Company”).
The fi nancial statements of subsidiaries are prepared for the same reporting period as those of the parent company, using
consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that 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. Subsidiaries are consolidated from
the date on which control is transferred to the Company and cease to be consolidated from the date on which control is
transferred out of the Company. 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 Infomedia Ltd has control.
(e) Signifi cant accounting judgements, estimates and assumptions
Signifi cant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future
events. The key estimates and assumptions that have a signifi cant risk of causing a material adjustment to the carrying
amounts of certain assets and liabilities within the next annual reporting period are:
41 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
•
Impairment of goodwill
The Company determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the
recoverable amount of the cash generating units to which the goodwill and intangibles with indefi nite useful lives are allocated.
The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill and intangibles with
indefi nite useful lives are discussed in Note 14.
• Share-based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by an external valuer using a binomial
model, using the assumptions detailed in Note 24.
• Research & Development
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an internal project
is recognised only when the Company can demonstrate the technical feasibility of completing the intangible asset so that it
will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate
future economic benefi ts, the availability of resources to complete the development and the ability to measure reliably the
expenditure attributable to the intangible asset during its development. Following the initial recognition of the development
expenditure, the cost model is applied, requiring the asset to be carried at cost less any accumulated amortisation and
accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected benefi ts from the
related project commencing from the commercial release of the project.
The carrying value of an intangible asset arising from development expenditure is tested for impairment annually when the
asset is not yet available for use or more frequently when an indication of impairment arises during the reporting period.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in profi t or loss when the asset is derecognised.
(f) Foreign currencies
Translation of foreign currency transactions
Transactions in foreign currencies of the Company are converted to local currency at the rate of exchange ruling at the date
of the transaction.
Amounts payable to and by the Company 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 reporting period.
All currency exchange differences in the consolidated fi nancial report are taken to the income statement.
Translation of fi nancial reports of overseas operations
Both the functional and presentation currency of Infomedia Ltd and its Australian subsidiaries is Australian dollars (A$).
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rate as at the date of the initial transaction.
infomedia.com.au 42
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The functional currencies of the overseas subsidiaries are as follows:
IFM Europe Ltd
Euros
IFM Germany GmbH Euros
IFM North America Inc United States Dollars (USD)
As at the reporting date, the assets and liabilities of these overseas subsidiaries are translated into the presentation currency
of Infomedia Ltd at the rate of exchange ruling at the balance sheet date and the income statements are translated at the
weighted average exchange rates for the period.
The exchange differences arising on the retranslation are taken directly to a separate component of equity.
(g) Cash and cash equivalents
Cash on hand and in banks and short-term deposits are stated at nominal values.
For the purposes of the Cash Flow Statement, cash includes cash on hand and in banks, and money market investments
readily convertible to cash within three months, net of outstanding bank overdrafts.
(h) Trade and other receivables
Trade receivables, which generally have 30-60 day terms, are recognised and carried at original invoice amount less an
allowance for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective evidence that the Company will not be able to collect the
debts. Bad debts are written off when identifi ed.
(i)
Investments and other fi nancial assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classifi ed as either
fi nancial assets at fair value through profi t or loss, loans and receivables, held-to-maturity investments, or available-for-
sale investments, as appropriate. For the Company the relevant categories are listed below:
Loans and receivables
Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active
market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in
profi t or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
Investments in Subsidiaries
Investments in subsidiaries are recorded at cost.
(j)
Inventories
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
43 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Goodwill
Goodwill acquired in a business combination is initially measured at cost, being the excess of the cost of the business
combination over the Company’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and
contingent liabilities.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the
carrying value may be impaired.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated
to each of the Company’s cash-generating units, or groups of cash generating units, that are expected to benefi t from the
synergies of the combination, irrespective of whether other assets or liabilities of the Company are assigned to those units
or groups of units.
Each unit or group of units to which the goodwill is so allocated:
•
represents the lowest level within the Company at which the goodwill is monitored for internal management purposes;
and
•
is not larger than a segment based on either the Company’s primary or the Company’s secondary reporting format
determined in accordance with AASB 114 Segment Reporting.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating
units) to which the goodwill relates. When the recoverable amount of the cash-generating unit (group of cash-generating
units) is less than the carrying amount, an impairment loss is recognised. When goodwill forms part of a cash-generating
unit (group of cash-generating units) and an operation within that unit is disposed of, the goodwill associated with the
operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of
the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of
and the portion of the cash generating unit retained.
Impairment losses recognised for goodwill are not subsequently reversed.
(l)
Intangible assets
Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible
asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated
intangible assets, excluding capitalised development costs, are not capitalised and expenditure is charged against profi ts in
the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be either fi nite or indefi nite. Intangible assets with fi nite lives are
amortised over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible asset with a fi nite useful life are reviewed
at least at each fi nancial year-end. Changes in the expected useful life or the expected pattern of consumption of future
infomedia.com.au 44
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
economic benefi ts embodied in the asset are accounted for by changing the amortisation period or method, as appropriate,
which is a change in accounting estimate. The amortisation expense on intangible assets with fi nite lives is recognised in
profi t or loss in the expense category consistent with the function of the intangible asset.
Intangible assets with indefi nite useful lives are tested for impairment annually either individually or at the cash-generating
unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefi nite life is reviewed each
reporting period to determine whether indefi nite life assessment continues to be supportable. If not, the change in the
useful life assessment from indefi nite to fi nite is accounted for as a change in an accounting estimate and is thus accounted
for on a prospective basis.
(m) Impairment of assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s
recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of
those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In
such cases, the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying
amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered
impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate
that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Impairment losses
relating to continuing operations are recognised in those expense categories consistent with the function of the impaired
asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed (with the exception of goodwill) only if there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the
case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the
asset in prior years. Such reversal is recognised in profi t or loss unless the asset is carried at revalued amount, in which case
the reversal is treated as a revaluation increase. After such a reversal, the depreciation charge is adjusted in future periods
to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(n) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Land and buildings are measured at cost less accumulated depreciation on buildings and less any impairment losses recognised.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
45 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Major depreciation periods are:
2008
2007
Leasehold improvements:
5 to 20 years
5 to 20 years
Other plant and equipment:
3 to 15 years
3 to 15 years
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
fi nancial year end.
(i) Impairment
The carrying values of property, plant and equipment are reviewed for impairment at each reporting date, with the recoverable
amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.
The recoverable amount of property, plant and equipment is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate
that refl ects current market assessments of the time value of money and the risks specifi c to the asset.
For an asset that does not generate largely independent cash infl ows, recoverable amount is determined for the
cash-generating unit to which the asset belongs, unless the asset’s value in use can be estimated to be close to its fair value.
An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable
amount. The asset or cash-generating unit is then written down to its recoverable amount.
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefi ts are
expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in profi t or loss in the year in which the asset is derecognised.
(o) Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfi lment of the arrangement is dependent on the use of a specifi c asset or assets
and the arrangement conveys a right to use the asset.
(i) Company as a lessee
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease
term. Lease incentives are recognised in the income statement as an integral part of the total lease expense.
(p) Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided
to the Company prior to the end of the fi nancial year that are unpaid and arise when the Company becomes obliged to make
future payments in respect of the purchase of these goods and services.
infomedia.com.au 46
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating
to any provision is presented in the income statement net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash fl ows
at a pre-tax rate that refl ects current market assessments of the time value of money and, where appropriate, the risks
specifi c to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
(r) Deferred revenue
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.
(s) Contributed equity
Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
(t) 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.
(u) 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.
47 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(v) Derivative fi nancial instruments and hedging
Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives, except for those that qualify as cash fl ow hedges,
are taken directly to profi t or loss for the year.
The fair values of forward currency contracts are calculated by reference to current forward exchange rates for contracts
with similar maturity profi les.
For the purpose of hedge accounting, hedges are classifi ed as cash fl ow hedges when they hedge the exposure to variability
in cash fl ows that is attributable either to a particular risk associated with a recognised asset or liability or to a forecast
transaction. Infomedia Ltd currently has cash fl ow hedges attributable to future foreign currency sales.
Cash fl ow hedges
Cash fl ow hedges are hedges of the Group’s exposure to variability in cash fl ows that is attributable to a particular risk
associated with anticipated future sales that could affect profi t or loss. The effective portion of the gain or loss on the
hedging instrument is recognised directly in equity, while the ineffective portion is recognised in profi t or loss.
Amounts taken to equity are transferred out of equity and included in the measurement of the hedged transaction when
the forecast transaction occurs.
The Group tests each of the designated cash fl ow hedges for effectiveness on a monthly basis both retrospectively and
prospectively using the “matched terms” principle.
At each balance date, hedge effectiveness is measured in the fi rst instance by determining whether there have been any
changes to these “matched terms”. When there have been no changes to these “matched terms”, the hedge is considered
to be highly effective. When there has been a change to these terms, effectiveness is measured using the hypothetical
derivative method.
(w) Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted by the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for fi nancial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
profi t nor taxable profi t or loss; or
infomedia.com.au 48
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint
ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deductible temporary
differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, aff ects
neither the accounting profi t nor taxable profi t or loss; or
• when the deductible temporary diff erence is associated with investments in subsidiaries, associates or interests in joint
ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary
diff erence will reverse in the foreseeable future and taxable profi t will be available against which the temporary
diff erence can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it
has become probable that future taxable profi t will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profi t or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same
taxation authority.
The tax consolidated current tax liability and other deferred tax assets are required to be allocated to the members of the
tax consolidated group in accordance with UIG 1052. The group uses a group allocation method for this purpose where
the allocated current tax payable, deferred tax assets and other tax credits for each member of the tax consolidated group
are determined as if the Company were a stand-alone taxpayer but modifi ed as necessary to recognise membership of a
tax consolidated group. Recognition of amounts allocated to members of the tax consolidated group has regard to the tax
consolidated group’s future tax profi ts.
(x) Other taxes
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) except:
• when 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 cost of acquisition of the asset or as part of the expense item as applicable;
49 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and
• receivables and payables, which 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 balance sheet.
Cash fl ows are included in the Cash Flow Statement 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 is 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.
(y) Employee leave benefi ts
(i) Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefi ts, and annual leave expected to be settled within 12
months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date.
They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick
leave are recognised when the leave is taken and are measured at the rates paid or payable.
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee benefi ts and measured as the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is
given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future
payments are discounted using market yields at the reporting date on national government bonds with terms to maturity
and currencies that match, as closely as possible, the estimated future cash fl ows.
(z) Share-based payment transactions
The Company provides benefi ts to employees in the form of share-based payment transactions, whereby employees render
services in exchange for shares or options over shares (“equity-settled transactions”).
There are currently two plans in place to provide these benefi ts:
(i) the Employee Share Plan (ESP); and
(ii) the Employee Option Plan (EOP).
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which
they are granted. The fair value is determined by an external valuer using a binomial model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
the price of the shares of Infomedia Ltd (“market conditions”).
infomedia.com.au 50
Notes to the
Financial Statements
30 June 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance conditions are fulfi lled, ending on the date on which the relevant employees become fully entitled to
the option (“vesting date”).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date refl ects (i) the
extent to which the vesting period has expired and (ii) the number of options that, in the opinion of the Directors of the
Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment
is made for the likelihood of market performance conditions being met, as the effect of these conditions is included in the
determination of fair value at grant date.
Where the terms of an equity-settled option are modifi ed, as a minimum an expense is recognised as if the terms had
not been modifi ed. In addition, an expense is recognised for any increase in the value of the transaction as a result of the
modifi cation, as measured at the date of modifi cation.
Where an equity-settled option is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not
yet recognised for the option is recognised immediately. However, if a new option is substituted for the cancelled option,
and designated as a replacement option on the date that it is granted, the cancelled and new option are treated as if they
were a modifi cation of the original option, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is refl ected as additional share dilution in the computation of earnings
per share.
(aa) Earnings per share
Basic earnings per share is determined by dividing the profi t attributed to members of the parent after related income tax
expense by the weighted average number of ordinary shares outstanding during the fi nancial year.
Diluted earnings per share 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;
•
other non-discretionary changes in revenue or expenses during the period that would result from the dilution of
potential ordinary shares; and
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any
bonus element.
51 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
Notes
CONSOLIDATED
INFOMEDIA LTD
3. EXPENSES
(i) Cost of sales
Direct wages
Other
Total cost of sales
(ii) Employee benefi t expense
Salaries and wages (including on-costs)
Share based payment expense
Total employee benefi t expense
(iii) Depreciation and amortisation
Depreciation of non-current assets:
– Leasehold improvements
– Offi ce equipment
– Furniture and fi ttings
– Plant and equipment
Total depreciation of non-current assets
Amortisation of non-current assets
– Intellectual property
– Deferred development costs
Total amortisation of non-current assets
Total depreciation and amortisation
(iv) Research & development costs
2008
$’000
11,090
8,387
19,477
8,026
35
8,061
132
845
27
302
1,306
698
1,981
2,679
3,985
2007
$’000
11,642
5,806
17,448
8,327
47
8,374
180
1,140
42
219
1,581
744
1,167
1,911
3,492
2008
$’000
4,275
7,214
11,489
7,299
35
7,334
103
715
10
302
1,130
698
1,664
2,362
3,492
2007
$’000
6,015
5,091
11,106
6,970
47
7,017
121
993
26
219
1,359
681
976
1,657
3,016
Total research & development costs incurred during the period
Less: development costs deferred
13
Net research and development costs expensed
9,575
(5,993)
3,582
5,182
(3,235)
1,947
8,746
(5,310)
3,436
4,629
(2,682)
1,947
infomedia.com.au 52
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
2008
$’000
2007
$’000
2008
$’000
2007
$’000
4. INCOME TAX
The major components of income tax expense are:
Income statement
Current income tax
Current income tax charge
Adjustments in respect of current income tax of previous years
Adjustments in respect of capital gains tax of previous years
Deferred income tax
Relating to origination and reversal of temporary diff erences
Income tax expense reported in the income statement
A reconciliation between tax expense and the product
of accounting profi t before income tax multiplied by the
Company’s applicable income tax rate is as follows:
Accounting profi t before income tax
At the Company’s statutory income tax rate of 30% (2007: 30%)
Adjustments in respect of current income tax of previous years
Adjustments in respect of capital gains tax of previous years
Additional research and development deduction
Expenditure not allowable for income tax purposes
Other
Income tax expense reported in the income statement
Tax consolidation
3,286
(952)
-
1,272
3,606
16,672
5,002
(952)
-
(560)
116
-
3,606
4,853
(84)
(315)
985
5,439
20,733
6,220
(84)
(315)
(388)
145
(139)
5,439
3,057
(915)
-
1,160
3,302
15,416
4,625
(915)
-
(509)
101
-
3,302
4,497
(118)
-
1,119
5,498
19,995
5,999
(118)
-
(347)
138
(174)
5,498
Eff ective 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. 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. At the balance date, the
possibility of default is remote.
Members of the tax consolidated group have also entered into a tax funding agreement. The tax funding agreement
provides for the funding of allocated tax liabilities, tax losses and foreign tax credits for the current period based on the
recognition criteria set out in the accounting policy for income taxes. Allocations under the tax funding agreement are
made after the fi nalisation of the group’s income tax return. The allocation of taxes under the tax funding agreement
is recognised as an increase/decrease in the subsidiaries’ intercompany accounts with the tax consolidated group head
company, Infomedia Ltd.
53 infomedia.com.au
30 June 2008
4. INCOME TAX (CONTINUED)
Deferred income tax
Deferred income tax at 30 June relates to the following:
CONSOLIDATED
Deferred tax liabilities
Prepayments
Derivatives
Property plant and equipment
Deferred development costs
Intellectual property
Currency exchange
CONSOLIDATED
Deferred tax assets
Allowance for doubtful debts
Copyright intellectual property
Other payables
Employee entitlement provisions
Other provisions
Currency exchange
Deferred tax income/(expense)
PARENT
Deferred tax liabilities
Prepayments
Derivatives
Property plant and equipment
Deferred development costs
Intellectual property
Currency exchange
PARENT
Deferred tax assets
Allowance for doubtful debts
Copyright intellectual property
Other payables
Employee entitlement provisions
Other provisions
Currency exchange
Deferred tax income/(expense)
Notes to the
Financial Statements
BALANCE SHEET
INCOME STATEMENT
2008
$’000
2007
$’000
2008
$’000
2007
$’000
-
(267)
(90)
(3,399)
(175)
(6)
(3,937)
48
-
92
540
408
53
1,141
-
(267)
(90)
(2,941)
(175)
-
(3,473)
43
-
64
374
408
53
942
(1)
-
(120)
(2,195)
(384)
-
(2,700)
77
-
116
551
565
134
1,443
(2)
-
(120)
(1,847)
(384)
-
(2,353)
75
-
107
389
565
114
1,250
(1)
-
(30)
1,204
(209)
6
29
-
24
11
157
81
1,272
(2)
-
(30)
1,094
(209)
-
32
-
42
15
157
61
1,160
(7)
(69)
(30)
621
141
(18)
(2)
176
(19)
159
167
(134)
985
(3)
(69)
(30)
512
384
(17)
(6)
176
(16)
135
167
(114)
1,119
infomedia.com.au 54
Notes to the
Financial Statements
5. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing net profi t for the year attributable to ordinary equity holders of
the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profi t attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the year (adjusted for the eff ects of dilutive options).
The following refl ects the income and share data used in the total operations basic and diluted earnings per share computations:
Net profi t attributable to equity holders from continuing operations
Weighted average number of ordinary shares for basic earnings per share
Eff ect of dilution:
Share options
Notes
CONSOLIDATED
2008
$’000
13,066
2007
$’000
15,294
Number
of shares
Number
of shares
325,818,373
325,693,490
-
899,919
Adjusted weighted average number of ordinary shares for diluted earnings per share
325, 818,373
326,593,409
Since the reporting date, prior to the completion of these fi nancial statements, the Company has repurchased a further
1,587,801 shares through its buy back program at a weighted average price of 36.92 cents per share and granted a further
150,000 share options to eligible employees.
The options are considered not to be dilutive.
55 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
6. DIVIDENDS PROPOSED OR PAID
(a) Dividends paid during the year:
Franked interim dividend – 1.8 cents (2007: 1.9 cents) per share
Prior year fi nal franked dividend – 2.1 cents (2007: 2.1 cents)
per share
Special dividend – 3.5 cents (2007: 3.5 cents) per share
Rounding
Total dividends paid during the year
(b) Dividends proposed and not recognised as a liability:
2008
$’000
5,867
6,845
-
1
12,713
2007
$’000
6,194
6,836
11,391
-
24,421
2008
$’000
5,867
6,845
-
1
12,713
2007
$’000
6,194
6,836
11,391
-
24,421
Final franked dividend – 1.4 cents (2007: 2.1 cents) per share
4,491
6,845
4,491
6,845
940
137
1,077
2,705
(145)
2,560
389
2,949
1,135
2,228
3,363
3,553
(250)
3,303
515
3,818
5,048
(272)
4,776
444
5,220
6,850
(487)
6,363
581
6,944
(c) Franking credit balance:
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%
(2007: 30%). Dividends proposed will be franked at the rate of 30%
(2007: 30%).
7. TRADE AND OTHER RECEIVABLES (CURRENT)
Trade debtors
Allowance for doubtful debts (b)
Other debtors
(a) Trade debtors are non-interest bearing and are generally on 30-
60 day terms. An allowance for doubtful debts is made when
there is objective evidence that a trade debtor is impaired. The
amount of the allowance/impairment loss is recognised as the
diff erence between the carrying amount of the debtor and the
estimated future cash fl ows expected to be received from the
relevant debtors.
(b) The movement in the allowance for doubtful debts in the year
represents a reduction in the provision.
(c) There are no material trade debtors that are past due at balance
date and not considered impaired.
(d) The allowance for doubtful debts relates to debtors aged greater
than 30–60 days. No collateral is held against this debt.
infomedia.com.au 56
Notes to the
Financial Statements
30 June 2008
Notes
CONSOLIDATED
INFOMEDIA LTD
2008
$’000
2007
$’000
2008
$’000
2007
$’000
82
82
-
-
-
-
-
52
52
-
-
-
335
335
58
58
-
-
248
-
248
52
52
1,623
1,623
248
335
583
247
247
-
-
-
1
-
-
-
-
1
-
248
248
8. INVENTORIES
Raw materials
At cost
Total inventories at the lower of cost and net
realisable value
9. INTERCOMPANY (CURRENT)
Wholly-owned controlled entities
10. OTHER FINANCIAL ASSETS
(NON-CURRENT)
Investments in controlled entities
11
Other receivables
11. INTERESTS IN CONTROLLED ENTITIES
Name
Country of
incorporation
Percentage of equity
interest held by the
Company (directly
or indirectly)
2008
%
100
100
100
100
iii100
iii100
IFM Europe Ltd
- ordinary shares
United
Kingdom
Infomedia Investments Pty Ltd
- ordinary shares - $2 only
Australia
Datateck Publishing Pty Ltd
- ordinary shares - $4 only
Australia
AutoConsulting Pty Ltd
- ordinary shares - $1 only
Australia
IFM North America Inc
- ordinary shares
United States
of America
IFM Germany GmbH*
Germany
* Investment is held by IFM Europe Ltd.
57 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
12. PROPERTY, PLANT & EQUIPMENT
(a) Leasehold improvements
At cost
Accumulated amortisation
Offi ce equipment
At cost
Accumulated depreciation
Furniture and fi ttings
At cost
Accumulated depreciation
Plant and equipment
At cost
Accumulated depreciation
Total property, plant and equipment
At cost
Accumulated depreciation and amortisation
Total written down amount
2008
$’000
944
(512)
432
6,036
(4,890)
1,146
275
(116)
159
2,938
(2,623)
315
10,193
(8,141)
2,052
2007
$’000
944
(380)
564
5,675
(4,075)
1,600
266
(93)
173
2,800
(2,320)
480
9,685
(6,868)
2,817
2008
$’000
518
(205)
313
4,932
(4,036)
896
140
(66)
74
2,938
(2,623)
315
8,528
(6,930)
1,598
2007
$’000
515
(101)
414
4,583
(3,321)
1,262
123
(57)
66
2,800
(2,320)
480
8,021
(5,799)
2,222
infomedia.com.au 58
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
2008
$’000
2007
$’000
2008
$’000
2007
$’000
12. PROPERTY, PLANT & EQUIPMENT (CONTINUED)
(b) Reconciliation of property, plant and equipment
carrying values
Leasehold Improvements
Carrying amount – opening balance
Additions
Disposals
Depreciation
Carrying amount – closing balance
Offi ce equipment
Carrying amount – opening balance
Additions
Disposals
Depreciation
Carrying amount – closing balance
Furniture and fi ttings
Carrying amount – opening balance
Additions
Disposals
Depreciation
Carrying amount – closing balance
Plant and equipment
Carrying amount – opening balance
Additions
Depreciation
Carrying amount – closing balance
564
-
-
(132)
432
1,600
391
-
(845)
1,146
173
13
-
(27)
159
480
137
(302)
315
917
81
(254)
(180)
564
2,309
686
(255)
(1,140)
1,600
215
31
(31)
(42)
173
625
74
(219)
480
414
2
-
(103)
313
1,262
349
-
(715)
896
66
18
-
(10)
74
480
137
(302)
315
767
15
(247)
(121)
414
1,891
602
(238)
(993)
1,262
119
-
(27)
(26)
66
625
74
(219)
480
59 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
Development
costs1
Intellectual
Property2
Goodwill 2
Total
Development
costs1
Intellectual
Property2
Goodwill 2
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
13. INTANGIBLE ASSETS
AND GOODWILL
At 1 July 2007
Cost (gross carrying amount)
Accumulated amortisation
Net carrying amount
Year ended 30 June 2008
At 1 July 2007, net of accumulated
amortisation and impairment
Additions – development
Amortisation
At 30 June 2008, net of
accumulated amortisation and
impairment
At 30 June 2008
Cost (gross carrying amount)
Accumulated amortisation
Net carrying amount
9,464
(2,147)
7,317
2,096
(815)
1,281
8,541
-
8,541
20,101
(2,962)
17,139
8,114
(1,956)
6,158
2,096
(815)
1,281
6,026
-
6,026
16,236
(2,771)
13,465
7,317
5,993
(1,981)
1,281
-
(698)
8,541
-
-
17,139
5,993
6,158
5,310
1,281
6,026
-
(2,679)
(1,664)
(698)
13,465
5,310
(2,362)
-
-
11,329
583
8,541
20,453
9,804
583
6,026
16,413
15,457
(4,128)
11,329
2,096
(1,513)
583
8,541
26,094
-
8,541
(5,641)
20,453
13,423
(3,619)
9,804
2,096
(1,513)
583
6,026
-
6,026
21,545
(5,132)
16,413
1. Internally generated.
2. Purchased as part of business/territory acquisition.
Development costs that meet the recognition criteria as an intangible asset have been capitalised at cost. This intangible
asset has been assessed as having a fi nite life and is amortised using the straight-line method over a period not exceeding
four years commencing from the commercial release of the project. If an impairment indication arises, the recoverable
amount is estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the
carrying amount.
Intellectual property includes intangible assets acquired through business or territory acquisition and relates primarily to
copyright and software code over key products. Intellectual property is amortised over its useful life, being three years.
infomedia.com.au 60
Notes to the
Financial Statements
CONSOLIDATED
INFOMEDIA LTD
Development
costs
Intellectual
Property
Goodwill
Total
Development
costs
Intellectual
Property
Goodwill
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
13. INTANGIBLE ASSETS AND
GOODWILL (CONTINUED)
At 1 July 2006
Cost (gross carrying amount)
Accumulated amortisation
Net carrying amount
Year ended 30 June 2007
At 1 July 2007, net of accumulated
amortisation and impairment
Additions – development
Disposals – Business
systems assets
Other movements
Amortisation
At 30 June 2007, net of
accumulated amortisation
and impairment
At 30 June 2007
Cost (gross carrying amount)
Accumulated amortisation
Net carrying amount
6,229
(980)
5,249
3,910
(621)
3,289
8,837
-
8,837
18,976
(1,601)
17,375
5,249
3,235
-
-
(1,167)
3,289
8,837
-
-
17,375
3,235
(950)
(314)
(744)
(296)
(1,246)
-
-
(314)
(1,911)
5,432
(980)
4,452
4,452
2,682
-
-
(976)
2,410
(134)
2,276
6,026
-
6,026
13,868
(1,114)
12,754
2,276
6,026
-
-
(314)
(681)
-
-
-
-
12,754
2,682
-
(314)
(1,657)
7,317
1,281
8,541
17,139
6,158
1,281
6,026
13,465
9,464
(2,147)
7,317
2,096
(815)
1,281
8,541
-
8,541
20,101
(2,962)
17,139
8,114
(1,956)
6,158
2,096
(815)
1,281
6,026
-
6,026
16,236
(2,771)
13,465
61 infomedia.com.au
Notes to the
Financial Statements
14. IMPAIRMENT TESTING OF GOODWILL
Goodwill acquired through business combinations or territory acquisition have been allocated to four individual cash
generating units, each of which is a reportable segment (refer to Note 29) for impairment testing as follows:
• Asia Pacifi c
• Europe
• North America
• Latin and South America.
The recoverable amount of each cash generating unit has been determined based on a value in use calculation using cash
fl ow projections as at 30 June 2008 based on fi nancial budgets approved by senior management for FY09 extrapolated for
a fi ve year period on the basis of zero growth.
The pre-tax discount rate applied to cash fl ow projections is 14% (2007: 14%). The discount rate refl ects management
estimate of the time value of money and the rates specifi c to the unit.
Carrying amount of goodwill allocated to each of the cash generating units is as follows:
CONSOLIDATED
Carrying amount of goodwill
PARENT
Carrying amount of goodwill
Infomedia
Total
2008
$’000
8,541
2007
$’000
8,541
2008
$’000
8,541
2007
$’000
8,541
6,026
6,026
6,026
6,026
Key assumptions used in value in use calculations
The following describes each key assumption on which management has based its cash fl ow projections when determining
the value in use of its cash generating units:
• The Company will continue to have access to the data supply from automakers over the budgeted period;
• The Company will not experience any substantial adverse movements in currency exchange rates;
• The Company’s research and development program will ensure that the current suite of products remains leading edge;
• The Company is able to maintain its current gross margins; and
• The discount rates estimated by management are refl ective of the time value of money.
With regard to the assessment of the value in use of the cash generating units, management believes that no reasonably
possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its
recoverable amount.
infomedia.com.au 62
Notes to the
Financial Statements
30 June 2008
Notes
CONSOLIDATED
INFOMEDIA LTD
15. TRADE AND OTHER PAYABLES (CURRENT)
Trade creditors
Other creditors
15(a)
(a) Trade creditors are non-interest bearing and are
iiiiinormally settled on 30 day terms.
iiiiiDue to the short term nature of these payables, their
iiiiicarrying value is assumed to approximate their fair value.
16. PROVISIONS (CURRENT)
Employee benefi ts
Provision for non-cancellable surplus lease space
and other lease incentives
19(a)
17. DEFERRED REVENUE (CURRENT)
Revenue in advance
18. INTERCOMPANY (CURRENT)
Wholly-owned controlled entities
2008
$’000
796
3,030
3,826
1,803
239
2,042
569
569
-
-
2007
$’000
443
2,039
2,482
1,790
494
2,284
506
506
-
-
2008
$’000
592
2,523
3,115
1,142
239
1,381
265
265
1,457
1,457
2007
$’000
139
1,613
1,752
1,118
494
1,612
254
254
-
-
63 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
Notes
CONSOLIDATED
INFOMEDIA LTD
19. PROVISIONS (NON-CURRENT)
Employee benefi ts
Provision for non-cancellable surplus lease space and other
lease incentives
Make good provision
19(a)
19(b)
(a) Movement in non-cancellable surplus lease space and
other lease incentives provision:
Carrying amount at the beginning of the year
Arising during the year
Utilised
Discount rate adjustment
Carrying amount at the end of the year
Current
Non-current
16
The provision for non-cancellable lease space and other
lease incentives has been made pursuant to the lease
obligations under contract to the extent that no future
benefi ts are anticipated.
(b) Movement in make good provision:
Carrying amount at the beginning of the year
Arising during the year
Carrying amount at the end of the year
The provision for make good has been estimated pursuant
to the Company’s obligation to restore leased premises to
original condition at the end of the lease term.
2008
$’000
253
619
500
1,372
1,385
-
(634)
107
858
239
619
858
2007
$’000
315
891
500
1,706
1,942
-
(688)
131
1,385
494
891
1,385
2008
$’000
104
619
500
1,223
1,385
-
(634)
107
858
239
619
858
2007
$’000
177
891
500
1,568
1,942
-
(688)
131
1,385
494
891
1,385
500
-
500
500
-
500
500
-
500
500
-
500
infomedia.com.au 64
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
20. CONTRIBUTED EQUITY AND RESERVES
Ordinary shares
2008
$’000
16,368
16,368
2007
$’000
17,738
17,738
2008
$’000
16,368
16,368
2007
$’000
17,738
17,738
Eff ective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value
shares. Accordingly, the Parent does not have authorised capital or par value in respect of its issued shares. Fully paid
ordinary shares carry one vote per share and carry the right to dividends.
Movement in ordinary shares on issue:
At 1 July 2006
Employee Options Exercised
At 30 June 2007
Shares repurchased
At 30 June 2008
Notes
Number
$’000
24
325,471,573
499,999
325,971,572
(3,597,966)
322,373,606
17,488
250
17,738
(1,370)
16,368
On 1 April 2008, the Company commenced a share buy back (on market within 10/12 limit). As at 30 June 2008 the
Company had repurchased 3,597,966 shares for a total consideration, including brokerage of $1,370,000.
Capital Management
When managing capital, the Company’s objective is to ensure that the entity continues as a going concern as well as to
maintain optimal returns to shareholders and benefi ts for other stakeholders.
Subject to the Company’s fi nancial position and future fi nancial performance, the Company’s current dividend policy is to
distribute, as a franked dividend, in the order of 75-85% of profi t after tax.
During the 2008 fi nancial year, the Company paid dividends of $12.7 million (2007: $24.4 million).
The company has no current plans to issue further shares on the market but intends to further reduce the capital structure
through its share buy back policy.
65 infomedia.com.au
Notes to the
Financial Statements
20. CONTRIBUTED EQUITY AND RESERVES (CONTINUED)
Employee Option Plan
There were 1,750,000 options issued during the current year at an average exercise price of $0.50. There we no options
issued during the prior year.
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
Employee
equity benefits
reserve
Foreign
currency
translation
reserve
Derivatives
reserve
Total
Employee
equity benefits
reserve
Derivatives
reserve
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Movement
in reserves:
At 1 July 2006
Currency translation
diff erences
Share based payments
At 30 June 2007
Currency translation
diff erences
Share based payments
Derivatives
marked to market
976
-
47
1,023
-
35
-
34
(79)
-
(45)
(11)
-
-
At 30 June 2008
1,058
(56)
Nature and purpose of reserves
Employee equity benefi ts reserve
-
-
-
-
-
-
626
626
1,010
(79)
47
978
(11)
35
626
1,628
976
-
47
1,023
-
35
-
1,058
-
-
-
-
-
-
626
626
976
-
47
1,023
-
35
626
1,684
This reserve is used to record the value of equity benefi ts provided to employees and Directors as part of their compensation.
Refer to Note 24 for further details.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange diff erences arising from the translation of the fi nancial
statements of foreign subsidiaries. It is also used to record the eff ect of hedging net investments in foreign operations.
Derivatives reserve
The derivatives reserve is used to record the mark to market valuation of forward currency contracts at the balance sheet
date that are considered eff ective hedges.
infomedia.com.au 66
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
21. 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
Amortisation of employee options
Net (profi t)/loss on sale of business
Other
Changes in assets and liabilities
(Increase)/decrease in trade and other debtors
(Increase)/decrease in inventories
(Increase)/decrease in prepayments
(Increase)/decrease in future income tax benefi t
(Increase)/decrease in deferred development costs
Increase/(decrease) in trade and other creditors
Increase/(decrease) in allowance for doubtful debts
Increase/(decrease) in provision for employee entitlements
Increase/(decrease) in other provisions
Increase/(decrease) in income tax payable
Increase/(decrease) in deferred income tax liability
Increase/(decrease) in revenue in advance
Net cash fl ow from operating activities
(b) Reconciliation of cash
Cash balance comprises:
– cash at bank
– cash on deposit
2008
$’000
13,066
1,306
2,679
35
-
5
2,264
(30)
(97)
302
(5,993)
1,344
(215)
(49)
(527)
(1,942)
970
63
13,181
2007
$’000
15,294
1,581
1,911
47
(15)
-
415
32
97
348
(3,235)
(1,168)
8
(505)
(270)
2008
$’000
12,114
1,130
2,362
35
-
5
4,391
(6)
(139)
308
2007
$’000
14,497
1,359
1,657
47
76
-
(1,279)
20
144
341
(5,310)
(2,682)
1,363
(105)
(49)
(527)
(917)
23
(485)
(270)
476
777
(151)
(1,180)
(2,091)
639
45
853
11
14,044
14,345
13,633
2,959
11,288
14,247
4,404
11,286
15,690
2,231
11,068
13,299
3,116
10,428
13,544
(c) Financing facilities available
At reporting date, the following fi nancing facilities had been
negotiated and were available:
Total facilities:
USD13 million multi-currency cash advance facility
Facilities used at reporting date:
Facilities unused at reporting date:
13,537
-
13,537
15,350
-
15,350
13,537
-
13,537
15,350
-
15,350
67 infomedia.com.au
Notes to the
Financial Statements
30 June 2008
CONSOLIDATED
INFOMEDIA LTD
22. SALE OF BUSINESS
On 1 December 2006, Infomedia sold its Business Systems division
to an unrelated third party. The components of the disposal were:
2008
$’000
2007
$’000
2008
$’000
2007
$’000
Gross consideration
Net working capital adjustments
Cash proceeds
Net book value of assets and liabilities disposed:
Plant and equipment
Intangible assets
Other net liabilities
Total net assets disposed
Net profi t on sale of business
23. COMMITMENTS & CONTINGENCIES
(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
-
-
-
-
-
-
-
-
1,102
2,802
3,904
1,500
(331)
1,169
540
1,245
(631)
1,154
15
1,540
4,093
5,633
-
-
-
-
-
-
-
-
667
2,344
3,011
150
35
185
512
-
(251)
261
(76)
1,098
3,463
4,561
Operating lease commitments are for offi ce accommodation both in Australia and abroad.
(b) Performance Bank Guarantee
Infomedia Ltd has a performance bank guarantee to a maximum value of $700,000 relating to the lease commitments of its
corporate headquarters.
(c) 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).
infomedia.com.au 68
Notes to the
Financial Statements
24. SHARE BASED PAYMENT PLANS
Employee Option Plan
The Employee Option Plan entitles the Company to off er “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:
Notes
2008
2007
Number of options
Weighted average
exercise price
Number of options
Weighted average
exercise price
Balance at beginning of year
- granted
- forfeited
- exercised
Balance at end of year
24(a)
24(b)
24(c)
24(d)
1,300,001
1,750,000
(1,100,001)
-
1,950,000
$0.51
$0.50
$0.43
-
$0.50
1,950,000
-
(150,000)
(499,999)
1,300,001
$0.52
-
$0.75
$0.50
$0.51
(a) Options held at the beginning of the year
The following table summarises information about options held by employees at 1 July 2007.
Number of options
100,000
83,334
666,667
250,000
200,000
Grant date
20/9/2004
8/7/2005
27/10/2005
6/10/2005
16/12/2005
Earliest
vesting date
Expiry date
Weighted average
exercise price
20/9/2005
20/9/2007
5/1/2006
5/1/2006
5/1/2006
5/2/2008
5/2/2008
5/2/2008
16/12/2006
16/1/2009
$0.67
$0.50
$0.50
$0.48
$0.49
(b) Options granted during the year
The following table summarises information about options granted during the year.
Number of options
1,000,000
250,000
500,000
Grant date
1/1/2008
1/1/2008
1/5/2008
Earliest
vesting date
5/1/2009
5/1/2009
1/5/2009
Expiry date
Weighted average
exercise price
5/2/2011
5/5/2011
13/5/2011
$0.53
$0.53
$0.42
(c) Options exercised during the year
There were no options exercised during the year.
69 infomedia.com.au
Notes to the
Financial Statements
24. SHARE BASED PAYMENT PLANS (CONTINUED)
(d) Options held at the end of the year
The following table summarises information about options held by employees at 30 June 2008.
Number of options
200,000
1,000,000
250,000
500,000
(e) Other details regarding options
Grant date
Earliest
vesting date
Expiry date
Weighted average
exercise price
16/12/2005
16/12/2006
16/1/2009
1/1/2008
1/1/2008
1/5/2008
5/1/2009
5/1/2009
1/5/2009
5/2/2011
5/2/2011
13/5/2011
$0.49
$0.53
$0.53
$0.42
The weighted average fair value of options granted during the year was $0.076 (there were no options granted during the prior year).
The fair value of the equity-settled options granted under the option plan is estimated as at the grant date using a binomial
model taking into account the term and conditions upon which the options were granted.
The following table lists the inputs to the model used for the year.
Dividend yield
Expected volatility
Risk free rate
Option exercise price
Weighted average share price at grant date
Granted
1/1/2008
Granted
1/5/2008
6.0%
30%
6.8%
$0.53
$0.53
7.5%
35%
6.5%
$0.42
$0.42
25. PENSIONS AND OTHER POST-EMPLOYMENT PLANS
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 2008 were 9% (2007: 9%) of employees’ wages and salaries which are legally
enforceable in Australia. The superannuation plans provide accumulation benefi ts.
26. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Compensation of Key Management Personnel
(i) Compensation by Category: Key Management Personnel
Short-Term
Post Employment
Other Long-Term
Termination Benefi ts
Share-based Payments
CONSOLIDATED
INFOMEDIA LTD
2008
$
2007
$
2008
$
2007
$
1,769,599
1,868,431
1,371,923
1,101,169
127,198
25,123
-
34,765
129,314
15,442
-
79,839
99,869
11,050
-
32,765
86,179
7,417
-
72,507
1,956,685
2,093,026
1,515,607
1,267,272
infomedia.com.au 70
Notes to the
Financial Statements
26. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)
(b) Option holdings of Key Management Personnel (Consolidated)
30 June 2008
Directors
Gary Martin
Executives
Granted as
compensation
Options
exercised
Expired
Balance at
beginning
of period
1 July 2007
Balance
at end of
period
30 June
2008
Vested at 30 June 2008
Total
Not
exercisable
Exercisable
666,667
1,000,000
Michael Bodner
-
500,000
Peter Adams*
Nick Georges
83,334
-
250,000
250,000
Michael Roach
200,000
-
1,200,001
1,750,000
-
-
-
-
-
-
(666,667)
1,000,000
1,000,000
1,000,000
-
500,000
500,000
500,000
(83,334)
-
-
-
(250,000)
250,000
250,000
250,000
-
200,000
200,000
200,000
(1,000,001)
1,950,000
1,950,000
1,950,000
-
-
-
-
-
-
30 June 2007
Balance at
beginning
of period
1 July 2006
Directors
Gary Martin
1,000,000
Executives
Peter Adams
Nick Georges
Michael Roach
250,000
250,000
200,000
1,700,000
* Resigned 31 March 2008.
Granted as
compensation
Options
exercised
Net change
other
Balance
at end of
period
30 June
2007
Vested at 30 June 2007
Total
Not
exercisable
Exercisable
-
-
-
-
-
(333,333)
(166,666)
-
-
(499,999)
-
-
-
-
-
666,667
666,667
333,334
333,333
83,334
83,334
83,334
-
250,000
250,000
166,667
83,333
200,000
200,000
133,334
66,666
1,200,001
1,200,001
716,669
483,332
71 infomedia.com.au
Notes to the
Financial Statements
26. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)
(c) Shareholdings of Key Management Personnel
30 June 2008
Number of shares held in Infomedia Ltd
Balance 30 June
2007
Granted as
compensation
On exercise of
options
Net change
other
Balance 30 June
2008
Directors
Richard Graham
Myer Herszberg
Gary Martin
Frances Hernon
Executives
Andrew Pattinson
Peter Adams*
Nick Georges
Michael Roach
Jonathan Pollard**
Total
30 June 2007
Number of shares held in Infomedia Ltd
Directors
Richard Graham
Myer Herszberg
Gary Martin
Frances Hernon
Executives
Andrew Pattinson
Peter Adams
Nick Georges
Michael Roach
Total
102,204,060
23,421,599
407,590
5,000
2,447,567
100,000
24,421
18,721
1,996
128,630,954
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,000
-
-
(60,000)
-
-
-
102,204,060
23,421,599
507,590
5,000
2,447,567
40,000
24,421
18,721
1,996
40,000
128,670,954
Balance 1 July
2006
Granted as
compensation
On exercise of
options
Net change
other
Balance 30 June
2007
102,204,060
39,421,599
74,257
5,000
2,447,567
11,421
24,421
18,721
144,207,046
-
-
-
-
-
-
-
-
-
-
-
333,333
-
-
-
102,204,060
(16,000,000)
23,421,599
-
-
-
407,590
5,000
2,447,567
100,000
24,421
18,721
166,666
(78,087)
-
-
-
-
499,999
(16,078,087)
128,628,958
*Resigned 31 March 2008. ** Appointed 1 April 2008.
All equity transactions with Key Management Personnel other than those arising from the exercise of compensation options and compensation 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.
(d) Loans to Key Management Personnel
There were no loans at the beginning or the end of the reporting period to Key Management Personnel. No loans were
made available during the reporting period to Key Management Personnel.
(e) Other transactions and balances with Key Management Personnel (including related entities)
(i) Infomedia Ltd rented offi ce space from Richard Graham. The total rent payments for the year ended 30 June 2008 of
$nil (2007: $79,209) were on commercial terms.
(ii) 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 2008 of $nil (2007: $57,500) were on commercial terms.
infomedia.com.au 72
Notes to the
Financial Statements
26. KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)
(iii) Infomedia Ltd sold a painting to Richard Graham. The painting was independently valued and sold on commercial
terms. The total amount received for the year ended 30 June 2008 was $8,000 (2007: $nil).
CONSOLIDATED
INFOMEDIA LTD
2008
$
2007
$
2008
$
2007
$
27. 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
199,250
191,900
172,150
165,850
– other services in relation to the entity and any other entity in the
consolidated entity
-
-
-
-
199,250
191,900
172,150
165,850
28. RELATED PARTY DISCLOSURES
Ultimate Parent
Infomedia Ltd is the ultimate Australian parent company.
Wholly-owned group transactions
(a) An unsecured, interest free loan of $5,002 (2007: $5,002) remains owing from IFM Germany GmbH to Infomedia Ltd.
(b) An unsecured, interest free loan of $3,131,065 (2007: $3,131,065) remains owing to Infomedia Investments Pty Limited
from Infomedia Ltd.
(c) An unsecured, interest free loan of $3,202,370 (2007: $2,767,113) 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 $386,219 (2007: $386,219) 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 $nil (2007: $59,810) remains owing from IFM Europe Ltd to Infomedia Ltd.
(f) An unsecured, interest free loan of $2,455,113 (2007: $nil) remains owing to IFM Europe Ltd from Infomedia Ltd.
(g) An unsecured, interest free loan of $536,003 (2007: $1,535,477) remains owing from IFM North America Inc to Infomedia Ltd.
(h) During the year a management fee of $480,000 (2007: $480,000) was paid to Datateck Publishing Pty Limited by Infomedia Ltd.
(i) During the year Infomedia Ltd received $13,543,755 (2007: $13,117,364) from IFM Europe Ltd for intra-group sales.
(j) During the year Datateck Publishing Pty Limited received $1,090,427 (2007: $746,110) from IFM Europe Ltd for intra-group sales.
(k) During the year IFM Europe Ltd received $432,071 (2007: $565,934) from Infomedia Ltd for intra-group distribution services.
(l) During the year Infomedia Ltd received $8,973,238 (2007: $10,363,329) from IFM North America Inc for intra-group sales.
(m) During the year IFM North America Inc received $501,370 (2007: $554,699) from Infomedia Ltd for intra-group distribution services.
(n) During the year IFM Europe paid $534,304 (2007: $398,384) to IFM Germany GmbH for intra-group distribution services.
Entity with deemed signifi cant infl uence over the Company
Wiser Equity Pty Limited, a company in which Richard Graham is a Director, owns 31.1% of the ordinary shares in Infomedia
Ltd (2007: 30.8%).
73 infomedia.com.au
Notes to the
Financial Statements
Distributors
Corporate Eliminations
Total
Notes
Asia
Pacifi c
Europe
North
America
Latin &
South
America
Asia
Pacifi c
$’000
$’000
$’000
$’000
$’000
$’000
$’000
12,022
21,042
14,336
3,669
39,504
(38,842)
51,731
760
52,491
16
146
201
87
15,569
-
16,019
29. SEGMENT INFORMATION
30 June 2008
Business Segments
REVENUE
Segment revenue
Finance revenue
Consolidated revenue
Segment result
Finance revenue
Finance costs
Consolidated profi t before income tax
Income tax expense
4
Consolidated profi t after income tax
Assets
Segment assets
Unallocated assets
Total assets
Liabilities
Segment liabilities
Unallocated liabilities
Total liabilities
Capital Expenditure
Amortisation
Depreciation
-
-
-
-
-
25
1,740
628
748
-
2
-
19
353
-
12
-
28
-
-
-
-
-
-
-
-
-
527
2,679
1,234
760
(107)
16,672
(3,606)
13,066
2,368
42,244
44,612
1,101
10,708
11,809
541
2,679
1,306
-
-
-
-
-
infomedia.com.au 74
Notes to the
Financial Statements
29. SEGMENT INFORMATION (CONTINUED)
30 June 2007
Business Segments
REVENUE
Segment revenue
Finance revenue
Consolidated revenue
Segment result
Finance revenue
Finance costs
Distributors
Corporate Eliminations
Total
Notes
Asia
Pacifi c
Europe
North
America
Latin &
South
America
Asia
Pacifi c
$’000
$’000
$’000
$’000
$’000
$’000
$’000
13,868
20,511
16,344
3,843
41,180
(41,180)
54,566
791
55,357
1,100
88
41
100
18,747
-
20,076
Consolidated profi t before income tax
Income tax expense
4
Consolidated profi t after income tax
Assets
Segment assets
Unallocated assets
Total assets
Liabilities
Segment liabilities
Unallocated liabilities
Total liabilities
Capital Expenditure
Amortisation
Depreciation
-
-
-
-
-
-
31
1,454
-
526
-
604
425
-
8
-
22
-
7
-
28
-
-
-
-
-
-
-
-
-
-
-
858
1,911
1,500
791
(134)
20,733
(5,439)
15,294
1,980
42,872
44,852
1,029
10,921
11,950
873
1,911
1,581
-
-
-
-
-
-
-
Segment products and locations
On 1 December 2006, Infomedia sold its Business Systems division to an unrelated third party. The sale of this division
made reporting by product segment less meaningful. Consequently management has promoted geography to be its primary
segment commencing 1 July 2007. The comparative fi gures have been restated accordingly.
Secondary segment information is reported in a distributor and corporate classifi cation. The corporate function designs and owns
the intellectual property of the products as well as manages head offi ce functions for the group. The distributors perform the distribu-
tion functions for the group. The distributors purchase the products from corporate and mark the prices up for resale to customers.
Segment accounting policies
Transfer prices between business segments are set on an arm’s length basis in a manner similar to transactions with third parties.
Segment revenue and segment result include transfer between business segments. These transfers are eliminated on consolidation.
Segment accounting polices are the same as the Company’s accounting policies described in Note 2. The geographical
segment revenue is classifi ed according to customer destination as opposed to the billing source. Geographical assets have
been classifi ed according to location of the asset.
75 infomedia.com.au
Notes to the
Financial Statements
30. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal fi nancial instruments, other than derivatives, comprise cash and short-term deposits.
The Company has various other fi nancial assets and liabilities such as trade receivables and trade payables, which arise
directly from its operations. The Company also enters into derivative transactions through forward currency contracts. The
purpose is to manage the currency risks arising from the Company’s operations. It is, and has been throughout the period
under review, the Company’s policy that no trading in fi nancial instruments shall be undertaken. The main risks arising
from the Company’s fi nancial instruments are cash fl ow interest rate risk, liquidity risk, foreign currency risk and credit risk.
Details of the signifi cant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of fi nancial asset,
fi nancial liability and equity instrument are disclosed in Note 2 to the fi nancial statements.
Cash fl ow interest rate risk
The Company’s exposure to the risk of changes in market interest rates relates solely to the Company’s cash holding of
$14,247,000 (2007: $15,690,000) with a fl oating interest rate.
The Company’s policy is to accept the fl oating interest rate risk with both its cash holdings and bank loans. Cash is held
primarily with leading Australian banks for periods not exceeding 30 days, therefore any reasonably expected change in
interest rates (+/- 1%) would not have a signifi cant impact on post tax profi t or equity.
Foreign currency risk
The Company has transactional currency exposures. These exposures mainly arise from the transactional sale of products
and to a lesser extent the associated cost of sales component relating to these products. As the Company’s product off erings are
typically made on a recurring monthly subscription basis, there is a relatively high degree of reliability in estimating a proportion
of future cash fl ow exposures. Approximately half of the Company’s sales are denominated in United States dollars and
around one-third of the Company’s sales are denominated in Euro. The Company seeks to mitigate exposure to movements in
these currencies by entering into forward exchange derivative contracts under an approved hedging policy.
As a result of the Company’s recent investment in both its European and United States subsidiaries, the Company’s balance
sheet can be aff ected by movements in both the Euro and the United States dollar against the Australian dollar.
At 30 June 2008, the group had the following exposure to USD foreign currency that is not designated in cash fl ow hedges:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Financial Liabilities
Trade and other payables
Other liabilities
Net Exposure
CONSOLIDATED
INFOMEDIA LTD
2008
$’000
1,324
2,094
104
3,522
1,107
416
1,523
1,999
2007
$’000
2,819
3,578
135
6,532
1,235
311
1,546
4,986
2008
$’000
1,031
1,940
-
2,971
938
233
1,171
1,800
2007
$’000
2,238
3,722
-
5,960
1,038
82
1,120
4,840
infomedia.com.au 76
Notes to the
Financial Statements
30. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
At 30 June 2008, the group had the following exposure to Euro foreign currency that is not designated in cash fl ow hedges:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Financial Liabilities
Trade and other payables
Other liabilities
Net Exposure
CONSOLIDATED
INFOMEDIA LTD
2008
$’000
1,432
1,138
13
2,583
714
412
1,126
1,457
2007
$’000
1,301
1,313
34
2,648
372
238
610
2,038
2008
$’000
1,007
-
-
1,007
2,749
-
2,749
(1,742)
2007
$’000
56
804
-
860
6
-
6
854
The following sensitivity is based on the foreign currency risk exposures in existence at the balance sheet date.
At 30 June 2008, had the Australian dollar moved, as illustrated in the table below, with all other variables held constant,
post tax profi t and equity would have been aff ected as shown.
Judgements of reasonably possible movements:
Consolidated
AUD/USD +10%
AUD/USD - 15%
AUD/EUR +10%
AUD/EUR - 15%
Parent
AUD/USD +10%
AUD/USD - 15%
AUD/EUR +10%
AUD/EUR - 15%
Post tax profi t
Higher/(Lower)
Equity
Higher/(Lower)
2008
$’000
(127)
210
(93)
153
(115)
189
111
(183)
2007
$’000
(317)
524
(130)
214
(308)
508
(54)
90
2008
$’000
(127)
210
(93)
153
(115)
189
111
(183)
2007
$’000
(317)
524
(130)
214
(308)
508
(54)
90
Management believes the balance date risk exposures are representative of the risk exposure inherent in the
fi nancial instruments.
Credit risk
The Company’s credit risk with regard to accounts receivable is spread broadly across three automotive groups – manufacturers,
distributors and dealerships. Receivable balances are monitored on an ongoing basis with the result that the Company’s
exposure to bad debts is not signifi cant. As the products typically have a monthly life cycle and are priced on a relatively low
subscription price, the concentration of credit risk is typically low, with automotive manufacturers being the exception.
77 infomedia.com.au
Notes to the
Financial Statements
30. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
With respect to credit risk arising from the other fi nancial assets of the Company, which comprise cash and cash equivalents,
available-for-sale fi nancial assets and certain derivative instruments, the Company’s exposure to credit risk arises from
default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
Since the Company trades only with recognised third parties, there is no requirement for collateral.
Liquidity risk
The Company’s exposure to liquidity risk is minimal given the relative strength of the balance sheet and strong cash fl ows
from operations.
Given the nature of the Company’s operations and no borrowings, the Company does not have fi xed or contracted payments
at balance date other than with respect of its cash fl ow hedges which are disclosed at Note 31. Consequently, the remaining
contractual maturity of the group’s and the parent entity’s fi nancial liabilities is as stated in the balance sheet and is less
than 60 days. Deferred revenue requires no cash outfl ow.
31. FINANCIAL INSTRUMENTS
Fair values
Set out below is a comparison by category of carrying amounts and fair values of all of the Company’s fi nancial instruments
recognised in the fi nancial statements. The fair values of derivatives have been calculated by discounting the expected
future cash fl ows at prevailing interest rates.
CONSOLIDATED
Financial assets
Cash and cash equivalents
Trade and other debtors
Derivatives
Other fi nancial assets (non-current)
Financial liabilities
Trade and other creditors
Interest-bearing loans and borrowings
PARENT
Financial assets
Cash and cash equivalents
Trade and other debtors
Derivatives
Intercompany
Other fi nancial assets (non-current)1
Financial liabilities
Trade and other creditors
Intercompany
Interest-bearing loans and borrowings
Carrying Amount
Fair Value
2008
$’000
14,247
5,220
888
-
3,826
-
2007
$’000
15,690
6,944
-
335
2,482
-
2008
$’000
14,247
5,220
888
-
3,826
-
Carrying Amount
Fair Value
2008
$’000
13,299
2,949
888
-
248
3,115
1,457
-
2007
$’000
13,544
3,818
-
1,623
583
1,752
-
-
2008
$’000
13,299
2,949
888
-
7,004
3,115
1,457
-
2007
$’000
15,690
6,944
-
335
2,482
-
2007
$’000
13,544
3,818
-
1,623
6,150
1,752
-
-
1. Other fi nancial assets for the parent entity include investment in wholly-owned subsidiaries. The fair value of the underlying net assets of the
subsidiaries is higher than the carrying amount in the parent entity accounts.
infomedia.com.au 78
Notes to the
Financial Statements
31. FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate risk
The following table sets out the carrying amount, by maturity, of the fi nancial instruments exposed to interest rate risk:
CONSOLIDATED
INFOMEDIA LTD
Less than
one year
Two to
fi ve years
Greater than
fi ve years
$’000
$’000
$’000
Weighted
average
eff ective
interest rate %
Less than
one year
Two to fi ve
years
Greater than
fi ve years
$’000
$’000
$’000
Weighted
average
eff ective
interest rate %
YEAR ENDED
30 JUNE 2008
Floating rate
Cash and cash equivalents
14,247
Interest-bearing liabilities
-
-
-
-
-
6.1
-
13,299
-
-
-
-
-
6.1
-
CONSOLIDATED
INFOMEDIA LTD
Less than
one year
Two to
fi ve years
Greater than
fi ve years
$’000
$’000
$’000
Weighted
average
eff ective
interest rate %
Less than
one year
Two to fi ve
years
Greater than
fi ve years
$’000
$’000
$’000
Weighted
average
eff ective
interest rate %
YEAR ENDED
30 JUNE 2007
Floating rate
Cash and cash equivalents
15,690
Interest-bearing liabilities
-
-
-
-
-
5.7
-
13,544
-
-
-
-
-
5.7
-
Interest on fi nancial instruments classifi ed as fl oating rate is repriced at intervals of less than one year. Interest on fi nancial
instruments classifi ed as fi xed rate is fi xed until maturity of the instrument. The other fi nancial instruments of the group and
parent that are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.
Derivative contracts
The following table summarises the forward exchange contracts on hand at 30 June 2008. There were no derivative contracts
on hand at 30 June 2007.
Maturity
Company
buys
Company
sells
Exchange
rate
Company
buys
Company
sells
Exchange
rate
Company sells United States dollars (USD)
$A’000
USD’000
$A’000
USD’000
CONSOLIDATED
INFOMEDIA LTD
Quarter 1 2009 fi nancial year
Quarter 2 2009 fi nancial year
Quarter 3 2009 fi nancial year
Quarter 4 2009 fi nancial year
Company sells Euros (EUR)
Quarter 1 2009 fi nancial year
Quarter 2 2009 fi nancial year
Quarter 3 2009 fi nancial year
Quarter 4 2009 fi nancial year
2,892
1,987
1,656
1,747
$A’000
3,503
2,621
1,735
1,489
2,500
1,700
1,425
1,533
E ’000
2,060
1,544
1,006
872
0.8645
0.8556
0.8605
0.8775
0.5881
0.5891
0.5798
0.5856
2,892
1,987
1,656
1,747
$A’000
3,503
2,621
1,735
1,489
2,500
1,700
1,425
1,533
E ’000
2,060
1,544
1,006
872
0.8645
0.8556
0.8605
0.8775
0.5881
0.5891
0.5798
0.5856
The mark to market valuation of these contracts at 30 June 2008 was $894,000, $888,000 of which were considered
effectively hedges and booked directly in equity with $6,000 booked to profi t and loss.
32. SUBSEQUENT EVENTS
There has been no matter or circumstance that has arisen since the end of the fi nancial year that has signifi cantly aff ected
the operations of the Company, the results of those operations, or the state of affairs of the Company.
79 infomedia.com.au
Directors’ Declaration
In accordance with a resolution of the Directors of Infomedia Ltd, I state that:
In the opinion of the Directors:
(a) the fi nancial statements and notes of the Company and the consolidated entities are in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Company’s and consolidated entities’ fi nancial position as at 30 June 2008
and
of their performance for the year ended on that date; and
(ii) complying with Accounting Standards and the 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.
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 year ended 30 June 2008.
On behalf of the Board
Richard David Graham
Chairman
Sydney
19 August 2008
infomedia.com.au 80
Independent auditor’s report to the members of Infomedia Ltd
Report on the Financial Report
We have audited the accompanying fi nancial report of Infomedia Limited, which comprises the balance sheet as at 30 June 2008, and the income
statement, statement of changes in equity and cash fl ow statement for the year ended on that date, a summary of signifi cant accounting policies,
other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s
end or from time to time during the fi nancial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the fi nancial report in accordance with the Australian Ac-
counting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing
and maintaining internal controls relevant to the preparation and fair presentation of the fi nancial report that is free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances. In Note 2, the directors also state that the fi nancial report, comprising the fi nancial statements and notes, complies with International
Financial Reporting Standards as issued by the International Accounting Standards Board.
Auditor’s Responsibility
Our responsibility is to express an opinion on the fi nancial report based on our audit. We conducted our audit in accordance with Australian
Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan
and perform the audit to obtain reasonable assurance whether the fi nancial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial report. The procedures
selected depend on our judgment, including the assessment of the risks of material misstatement of the fi nancial report, whether due to fraud or
error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation and fair presentation of the fi nancial
report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial report.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit we have met the independence requirements of 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.
Auditor’s Opinion
In our opinion:
1. the fi nancial report of Infomedia Limited is in accordance with the Corporations Act 2001, including:
i giving a true and fair view of the fi nancial position of Infomedia Limited and the consolidated entity at 30 June 2008 and of their perform-
ance for the year ended on that date; and
ii complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
2. the fi nancial report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2008. The directors of the company are
responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of Infomedia Limited for the year ended 30 June 2008, complies with section 300A of the Corporations
Act 2001.
Ernst & Young
Liability limited by a scheme approved under
Professional Standards Legislation.
Garry Wayling
Partner
Sydney, 19 August 2008
Corporate Governance
How to Read this Corporate Governance Statement
This Corporate Governance Statement is divided into the following sections:
• an introduction, providing an overview of Infomedia’s approach to corporate governance;
• details of the composition of the Board of Directors and its Committee;
• a discussion of major corporate governance initiatives during the reporting period;
• a discussion of the major areas where Infomedia Ltd reports under the “if not, why not?” obligation; and
• a subject based commentary on Infomedia Ltd’s approach to the ASX Corporate Governance Council Guidelines.
Introduction
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 Second Edition – Revised Corporate Governance Principles and
Recommendations 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 Australian Securities Exchange (ASX) Corporate
Governance Council (CGC) Guidelines during the course of the 2003 fi nancial year. To aid the review process, the Board
made initial adjustments to the structure of its Committees so that they comprised the Corporate Governance Committee, the
Audit & Risk Committee and the Remuneration & Nomination Committee. However, in June 2007, the Board requested that
the then Remuneration & Nomination Committee revisit the question of how the Company could best maintain its corporate
governance practices in ways that are, given the level of implementation reached, pragmatic and appropriate to its size and
available resources. These adjustments are discussed in more detail in the section headed “Composition of the Board of
Directors and Committees” below.
The material set out in this Corporate Governance Statement has been prepared in accordance with the ASX Listing Rules
and, in particular, the various “Guide(s) to reporting...” included in the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (Revised Principles and Recommendations). Unless otherwise indicated,
the measures taken were in place for the whole fi nancial year.
Composition of the Board of Directors and Committees
In June 2007, the Board approved a number of changes to the structure, composition and responsibilities of the Board itself
and its Committees which continue to this day. These changes include:
(a) The amalgamation of the Audit & Risk Committee and the Corporate Governance Committee to form a new Audit, Risk
& Governance Committee; and
(b) The Board re-assuming the functions of remuneration and nomination and appointing Ms Frances Hernon as Lead
Non-executive Director for all matters that formerly fell within the ambit of the Remuneration & Nomination Committee.
To coincide with the Company’s fi nancial year and reporting obligations, these changes took effect from 1 July 2007,
with the exception of Ms Hernon’s appointment to the Audit & Risk Committee, which was effective from 25 June 2007.
The re-named Audit, Risk and Governance Committee’comprises:
• Andrew Moffat (Chair);
• Myer Herszberg;
• Frances Hernon.
infomedia.com.au 82
Corporate Governance
Major Corporate Governance Initiatives
During the reporting year, the Board continued, through its committee, to monitor the charters, policies and procedures
adopted by the Company in support of the Revised Principles and Recommendations and remains satisfi ed that the Company’s
corporate governance practices are consistent with the spirit and intent of the Revised Principles and Recommendations.
As with last year, once again Senior Management, with the assistance of external consultants, examined the effectiveness
of Infomedia’s risk management initiatives. This process, once again, bridged the gap between the FY2008 Risk Management
Plan and the FY2009 Risk Management Plan. The FY2009 Risk Management Plan was considered and, as appropriate,
approved by both the Audit, Risk & Governance Committee and the Board in August 2008.
At its 18 and 19 June 2008 meeting, the Board considered and accepted recommendations from the Audit, Risk & Governance
Committee regarding changes to the Share Trading Policy. The Committee’s recommendations were based around the practical
issue of allowing Directors, offi cers and employees some fl exibility with respect to when they could buy or sell the Company’s
securities provided that they were not in possession of “price sensitive information”. The main change was to remove the
concept of a “trading window” and replace it with the concept of a “blackout period”. A summary of the Company’s Share
Trading Policy has been updated and forms part of the various charters and policies included on Infomedia’s website.
“If Not, Why Not?”
ASX CGC Recommendation 2.1 – A majority of the board should be independent directors
ASX CGC Recommendation 2.2 – The chair should be an independent director
ASX CGC Recommendation 2.3 – The roles of chair and chief executive offi cer should not be exercised by the same individual
Traditionally, the Board has applied an Executive Director/Non-executive Director classifi cation to its members and is
currently comprised of four Non-executive Directors and one Executive Director.
The role of Chairman and Chief Executive Offi cer has, as contemplated by ASX CGC Recommendation 2.3, been split since 31
December 2004. Despite having retired within the past four years as an executive, Mr Richard Graham remains the Company’s
largest shareholder and is, therefore, not considered by the Board as an independent Chairman. Accordingly, the Company
does not fully comply with ASX CGC Recommendation 2.2 that the chairperson be an independent director. Nevertheless,
the Board remains of the view that its independence as a whole is not compromised and that it is in the best interests of the
Company for Mr Graham to continue as Chairman. The Board believes 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 Mr Graham’s
industry knowledge, both technological and automotive, uniquely positions him for the kind of strategic thinking required of
the Chairman. As suggested in the commentary accompanying ASX CGC Recommendation 2.2, under the Board Charter, Board
members may elect a lead Non-executive Director to chair informal discussion meetings of Non-executive Directors.
Mr Gary Martin, in his role as Director and Chief Executive Offi cer, is also not considered by the Board as independent.
However, two of the Company’s continuing Directors, Ms Hernon and Mr Andrew Moffat, meet the objective criteria for
independence. A third Non-executive Director, Mr Myer Herszberg, whilst being a major shareholder, is considered by the
Board, having regard to the quantitative, qualitative and cumulative criteria, to operate independently and objectively.
The Board is fi rmly of the view that good, or sound, leadership and judgement and ethical practice are driven by the culture
of an organisation, not process. Infomedia has long had a strong and well developed informal culture of corporate governance
and compliance. Originally grounded in proprietary company roots, this culture has now become more formalised as is
appropriate for a publicly listed company.
83 infomedia.com.au
Corporate Governance
The Board’s approach fi nds support in this view in other corporate governance commentary, including in the observations
the Royal Commissioner, Mr Justice Owen, who in his offi cial report into the collapse of HIH stated that the critical issue is
not so much whether, on objective criteria, the director is independent but rather whether he or she is subjectively capable
of exercising independent judgement. Mr Justice Owen also said that, “...I am not convinced that a mandatory requirement
for boards to have a majority of non-executive directors is either necessary or desirable. In most cases it will be desirable
(assuming the non-executive directors are truly independent) but fl exibility ought to be maintained to enable corporations
to be structured in a way that best suits their circumstances.”
Accordingly, the Board believes it comprises a majority of independent Directors and so complies with ASX CGC Recommendation 2.1.
This independence will continue to 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 shareholders 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.
COMMENTARY
The Board and Senior Management – Structure and Remuneration
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 – Remunerate fairly and responsibly
Ensure that the level and composition of remuneration is suffi cient and reasonable and that its relationship to performance is clear
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 currently comprises fi ve 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 Lead Non-executive Director for all matters that formerly fell within the ambit of
the Remuneration & Nomination Committee, 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.
ASX CGC Recommendation 1.1 – Establish the functions reserved to the board and those delegated to management and disclose
those functions
A formal Charter of the Board of Directors was adopted in early July 2004, following careful and considered deliberation by
both the then 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
infomedia.com.au 84
Corporate Governance
objectives, determining the strategy for achieving those objectives and setting 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. A summary of the Charter of the Board can be found on the Company’s website.
ASX CGC Recommendation 2.1 – A majority of the board should be independent directors
ASX CGC Recommendation 2.2 – The chairperson should be an independent director
ASX CGC Recommendation 2.3 – The roles of chairperson and chief executive offi cer should not be exercised by the same individual
Commentary on these three ASX CGC Recommendations is found under the heading “If Not, Why Not?” above.
ASX CGC Recommendation 2.4 – Establish a nomination committee
ASX CGC Recommendation 8.1 – Establish a remuneration committee
As mentioned above, since July 2007 the Board has re-assumed the functions of remuneration and nomination and then appointed
a Lead Non-executive Director for all matters that formerly fell within the ambit of the Remuneration & Nomination Committee.
The Lead Non-executive Director and the Board, as appropriate, consider all Board nominees, having regard to both the
nominee’s individual merits and overall Board composition. In each case, the recommendations of the Lead Non-executive
Director are considered by the Board and, where a new appointment has been made, put to the shareholders at the next
annual general meeting.
The Company has 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 is available on the Infomedia website.
The Company no longer strictly complies with ASX CGC Recommendations 2.4 and 8.1 that it should establish remuneration
and nomination committees. Nevertheless, the Board is of the view that, given its size and available resources, the
appointment of a Lead Non-executive Director for all matters that formerly fell within the ambit of its Remuneration &
Nomination Committee is a better utilisation of its resources.
ASX CGC Recommendation 8.3 – Provide the information indicated in the Guide to reporting on Principle 8
Upon recommendation of the then Remuneration & Nomination Committee, a Remuneration and Performance Evaluation
Policy for Directors and Senior Executives was adopted by the Board in July 2004. The Policy 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.
The Company also 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. As a result of the altered accounting treatment
required under the Australian equivalents to 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
Corporations Act and/or the ASX Listing Rules.
Further detail of senior executive remuneration under these plans is included in the Remuneration Report.
85 infomedia.com.au
Corporate Governance
ASX CGC Recommendation 8.2 – Clearly distinguish the structure of non-executive directors’ remuneration from that of executive
directors and senior management
In formulating the Remuneration and Performance Evaluation Policy for Directors and Senior Executives, regard was had to
both market practice and to the then best practice guidance provided in the ASX CGC Commentary.
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 previously received options, but this practice
was reconsidered with the introduction of the Remuneration and Performance Evaluation Policy for Directors and Senior
Executives in FY2004. The Board will continue to monitor this issue as it subscribes to the view that, for smaller companies,
option based remuneration may be an appropriate method of remunerating Non-executive Directors when accompanied
by an appropriate framework and proper disclosure.
Business Conduct
ASX CGC Principle 3 – Promote ethical and responsible decision making
Actively promote ethical and responsible decision making
ASX CGC Recommendation 3.1 – Establish a code of conduct and disclose the code or a summary of the code
A formal Code of Conduct was adopted in April 2004 following careful and considered deliberation by both the then
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 Recommendation 3.1. 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.
Under the direction of the then Corporate Governance Committee, the Code of Conduct was refi ned during FY2006, primarily
to formalise guidelines for the resolution of internal grievances. The soundings conducted as part of the review process
served to promote greater awareness and use of enhanced procedures for seeking guidance where areas of concern exist,
for the management of grievance issues and for the notifi cation of matters which potentially involve a compliance or business
risk element. A summary of the Code of Conduct can be found on the Company’s website.
ASX CGC Recommendation 3.2 – Establish a policy concerning trading in company securities by directors, senior executives and
employees, and disclose the policy or a summary of the policy
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 then
Corporate Governance Committee. It was further reviewed in the last quarter of FY2006 and more recently in May 2008.
On 29 May 2008, 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. Further commentary on this point can be found in the
“Major Corporate Governance Initiatives” section, above.
Financial Reporting and Risk Management
ASX CGC 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
infomedia.com.au 86
Corporate Governance
ASX CGC Recommendation 4.1 – Establish an audit committee
ASX CGC Recommendation 4.2 – The audit committee should be structured so that it: consists only of non-executive directors; consists
of a majority of independent directors; is chaired by an independent chair, who is not chair of the board; has at least three members
During this reporting period Infomedia complied with the ASX CGC Recommendations accompanying ASX CGC
Recommendation 4.2, relating to audit committee composition, operation and responsibility.
ASX CGC Recommendation 4.3 – The audit committee should have a formal charter
ASX CGC Recommendation 4.3 – Provide the information indicated in the Guide to reporting on Principle 4
Infomedia originally established an audit committee prior to its listing on the ASX in August 2000. The Board continues to
fi rmly believe that the Audit, Risk & Governance Committee is of “...suffi cient size, independence and technical expertise
to discharge its mandate eff ectively”. 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 membership, the
Board believes that the Audit, Risk & Governance Committee’s members meet an objective assessment of quantitative and
qualitative criteria for independence. Therefore, the Committee meets the requirements for an independent Chairman and
a majority of independent Directors under ASX CGC Recommendation 4.2.
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 by both the then 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 FY2005.
The current Audit, Risk & Governance Committee acknowledges the importance of external auditor independence and has
formalised procedures for the rotation of engagement partners. The Company’s external auditor’s engagement partner was
rotated in FY2007.
ASX CGC Principle 7 – Recognise and manage risk. Establish a sound system of risk oversight and management and internal control
ASX CGC Recommendation 7.1 – The board or appropriate committee should establish policies on risk oversight and management
Upon the recommendation of the then Audit & Risk Committee, the Board adopted the Risk Management Policy in July
2004. During the FY2006 reporting period, the then 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 & Governance
Committee 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.
Work undertaken during FY2008 examining the effectiveness of Infomedia’s risk management initiatives is discussed under
the heading “Major Corporate Governance Initiatives” above.
A summary of the Company’s Risk Management Policy is available on the Company’s website; however, given the strategic
nature of its content, details of the Company’s Risk Management Plan have not been made public.
ASX CGC Recommendation 7.2 – Require management to design and implement the risk management and internal control system
to manage the company’s material business risks and report to it on whether those risks are being managed eff ectively. The board
should disclose that management has reported to it as to the eff ectiveness of the company’s management of its material business risks
ASX CGC Recommendation 7.3 – Disclose whether it has received assurances from the chief executive offi cer (or equivalent) and
the chief fi nancial offi cer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations
87 infomedia.com.au
Corporate Governance
Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all
material respects in relation to fi nancial reporting risks
The Company’s fi nancial reporting obligations for FY2008 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 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 the Board with the necessary certifi cations
under ASX CGC Recommendation 7.3 and the Corporations Act.
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
ASX CGC Recommendation 5.2 – Provide the information indicated in the Guide to reporting on Principle 5
A Market Disclosure Policy was adopted by the Board in April 2004 following careful and considered deliberation by both
the then 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.
A review of the Market Disclosure Policy was conducted by the then Corporate Governance Committee as part of its review
calendar in the fi nal quarter of FY2006. The review concluded that both the continuous and periodic reporting obligations
imposed under the ASX Listing Rules, and the Company’s internal procedures in respect of them, were well understood by
Senior Management. A summary of the Market Disclosure Policy can be found on the Company’s website.
Shareholders
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
ASX CGC Recommendation 6.2 – Provide the information in the Guide to reporting on Principle 6
Through a series of initiatives, Infomedia continues to demonstrate its commitment to promoting eff ective communication
with all shareholders. Such initiatives include the continued development of the Company website, where this Corporate
Governance Statement, summaries of the various corporate governance charters, policies and guidelines, 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 FY2008 Notice of Annual General Meeting and Explanatory Statement are all available.
Infomedia has considered and adopted as appropriate to its circumstances, the various means of using electronic
communications effectively as described in the commentary following 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.
infomedia.com.au 88
Additional
Information
TOP 20 HOLDERS OF SHARES AS AT 29 AUGUST 2008
Name
WISER EQUITY PTY LTD
YARRAGENE PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR ANDREW PATTINSON
NATIONAL NOMINEES LIMITED
TOM HADLEY ENTERPRISES PTY LTD
CITICORP NOMINEES PTY LIMITED
BRAZIL FARMING PTY LTD
MR PETER ALEXANDER BROWN
WISER CENTRE PTY LTD WISER CENTRE P/L S/F A/C
MR RICHARD GRAHAM
MR JOHN KENDALL PERRETT
MR CRAIG EVAN COLEMAN
APPLIED SENSORS PTY LTD MULLIGAN PENSION FUND A/C
WOODCLIFF SUPER PTY LTD
ELISE NOMINEES PTY LIMITED
MR YET KWONG CHIANG MRS HO YUK LIN CHIANG
BONGAT PTY LTD BONGAT SUPER FUND A/C
HOAD HOLDINGS PTY LTD HOAD SUPER FUND A/C
Shares
% of Total
Rank
100,277,501
31.29
23,421,599
12,687,711
7,642,661
2,447,567
2,345,629
2,000,000
1,744,398
1,250,000
1,000,000
1,000,000
926,559
800,000
505,000
500,000
500,000
490,000
459,205
450,000
410,000
7.31
3.96
2.38
0.76
0.73
0.62
0.54
0.39
0.31
0.31
0.29
0.25
0.16
0.16
0.16
0.15
0.14
0.14
0.13
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – 9,999,999,999
Total
RANGE OF SHARES AS AT 29 AUGUST 2008
Shareholders
Shares held
% of total
472
2,500
1,901
3,374
209
8,456
388,825
8,099,434
15,955,077
100,681,636
195,329,443
0.12
2.53
4.98
31.42
60.95
320,454,415
100.00
As at 30 August 2008 there were 590 shareholders less than a marketable parcel of shares (minimum parcel $500.00).
89 infomedia.com.au
Corporate Directory
Infomedia Ltd
357 Warringah Road
Frenchs Forest NSW 2086
ABN 63 003 326 243
Telephone: (02) 9454 1500
Facsimile: (02) 9454 1844
Directors
Richard Graham – Chairman of the Board
Gary Martin – Chief Executive Offi cer and Executive Director
Frances Hernon
Myer Herszberg
Andrew Moffat
Company Secretary
Nick Georges
Acting Chief Financial Officer
Jonathan Pollard
Registered Office
357 Warringah Road
Frenchs Forest NSW 2086
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
Thomson Playford Lawyers
Level 25 Australia Square Tower
264 George Street
Sydney NSW 2000
Internet Address
infomedia.com.au
Infomedia and Microcat are registered trademarks, and LIVE, MARKET, Auto PartsBridge 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.
infomedia.com.au 90