Annual Report 2019 i S e l e c t A n n u a l R e p o r t 2 0 1 9 www.iselect.com.au friendly and easy to deal with and saved me a considerable amount of money on my health “Everyone was extremely professional, very insurance and my electricity and gas.” Susan Cale, Health & Energy iSelect Annual Report 2019 Inside this report About iSelect Letter from the Chairman Letter from the CEO iSelect 2019 Operational Headlines 2 4 6 8 iMoney 2019 Operational Headlines 10 Our Marketplace Our People Board Members Leadership Team Corporate Governance Statement Directors Report Remuneration Report 12 14 16 18 20 32 38 Auditor’s Independence Declaration 55 Financial Statements Directors’ Declaration Independent Auditor’s Report ASX Information Reported vs Underlying Results Corporate Directory 56 104 105 111 112 113 IMPORTANT NOTICE AND DISCLAIMER All references to FY15, FY16, FY17, FY18 and FY19 appearing in this Annual Report are to the financial years ended 30 June 2015, 30 June 2016, 30 June 2017, 30 June 2018 and 30 June 2019 respectively, unless otherwise indicated. This Annual Report contains forward-looking statements. The statements in this Annual Report are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the date of this Annual Report, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Group, the Directors and management. The Group cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Annual Report will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. To the full extent permitted by law, iSelect disclaims any obligation or undertaking to release any updates or revisions to the information contained in this Annual Report to reflect any change in expectations or assumptions. NON-IFRS INFORMATION iSelect’s results are reported under International Financial Reporting Standards (IFRS). Throughout this Annual Report, iSelect has included certain non-IFRS financial information. The information is presented to assist in making appropriate comparisons with prior periods and to assess the operating performance of the business. iSelect uses these measures to assess the performance of the business and believes that information is useful to investors. EBITDA, EBIT, Operating Cash Conversion and Revenue per Sale (RPS) have not been audited or reviewed. Any and all monetary amounts quoted in this Annual Report are in Australian dollars (AUD) unless otherwise stated. Any references to “Group” in this Annual Report refer to iSelect Limited and its controlled entities. ABN: 48 124 302 932 iSelect Annual Report 2019 1 About iSelect iSelect is Australia’s leading destination for comparison and purchasing across insurance, utilities and personal finance products. Our vision is to make Australians’ lives easier by saving them time, effort and money. answered all my questions clearly and kept the experience as simple “Fantastic customer service, as possible” Colby Ruhs, Broadband 2 iSelect Annual Report 2019 At iSelect, we’re passionate about helping Australians reduce their household bills and save them time, effort and money. Each year, we help millions of Australians to compare and purchase insurance, utilities and personal finance products. But iSelect is so much more than simply an online comparison website. Comparing online is just one step in our personalised comparison and purchasing service. While our comparison services are initially provided via our website, most of our customers choose to speak over the phone with one of our 350 trained consultants. Our advisers help customers to choose the most suitable product from those made available from our range of providers. And we save our customers hassle by taking care of the whole process, from initial comparison through to completing the purchase. Compare, Select & Save Our dedicated teams and services cover a range of household decisions and expenses, from choosing a health insurance policy, energy provider or internet plan, through to comparing home loans or mobile phone plans. At iSelect, we can help with almost every type of insurance, including life and income protection, car, home & contents, business and even pet insurance and travel insurance. We compare and sell a wide range of Australia’s leading brands and our support is provided at no cost to the customer. We are proud to be ASX-listed and, unlike some other comparison sites, we are not owned by an insurance company. As well as our flagship iSelect brand, the iSelect Group also owns EnergyWatch (www.energywatch.com.au) and holds a majority shareholding in iMoney (www.imoney.my), South-East Asia’s premier financial comparison site. www.iselect.com.au Health Energy Broadband Car Life Home Loans Travel Mobile Phones Pet Home & Contents t c e l e S i t u o b A iSelect Annual Report 2019 3 Letter from the Chairman Chris Knoblanche AM Chairman “The 2019 financial year was a period of stabilisation and a return to profit growth. Led by a highly experienced and committed leadership team, the Company is well placed to successfully execute on its strategic roadmap to deliver long-term profitable growth and value to all our stakeholders” 4 iSelect Annual Report 2019 n a m r i a h C e h t m o r f r e t t e L Dear Shareholders, On behalf of the Board of Directors of iSelect Limited, I present to you iSelect’s 2019 Annual Report. The year ended 30 June 2019 (FY19) was a period of stabilisation and profit growth for the Company. With a focus on profitable revenue, strong operational performance and optimised marketing spend, the business has turned a corner. Pleasingly, EBITDA increased across all our core operating segments. FY19 provided us with an opportunity to focus on our core competencies and the strength of our operational performance. This reflected the strategy put in place over the past 18 months to support profitable revenue and sustainable growth. Importantly, we have done what we said we would. In line with our aims of transparency and accountability, we have continued to maintain clear channels of communication with our employees and investors. During FY19 we continued to progress key technology initiatives. We focused on enhancing our customer experience through all our channels and investing in improving our cross-serve capabilities. This will provide further opportunities to optimise results as we gain momentum in the second half of FY20. Further improvements in customer experience and conversion are already underway and will continue to be areas of focus during FY20 and beyond. These improvements will create deeper insights and more informed relationships with all our customers, in line with our single view of customer capability. Our shareholding in iMoney is an exciting investment and high growth opportunity. It continues to provide a path into the burgeoning Asian market but will require investment and we are in the process of assessing the value of strategic partnerships that will help fund that growth. The Australian Competition and Consumer Commission (ACCC) commenced proceedings against iSelect in relation to our energy comparison site. iSelect takes its obligations under Australian Consumer Law very seriously and has processes in place to ensure compliance. iSelect has worked cooperatively with the ACCC throughout its investigation and will continue to do so. As the matter is now before the Federal Court, the Company is unable to make further comment at this time. Financial performance FY19 was characterised by stability and a focus on core business. As a result iSelect experienced strong growth in underlying EBIT, which is in line with our strategy to shift our focus from revenue to sustainable profitable growth. FY19 demonstrated the robustness and adaptability of our business model in the face of a challenging external operating environment. While underlying revenue for the 12 months ended 30 June 2019 was down 16% to $150.7 million, the strategic decision to focus on profitable revenue and sustainable growth resulted in higher earnings throughout the business. Pleasingly in FY19, underlying EBIT increased 77% to $15.2 million. Strong balance sheet During FY19, iSelect continued with $12.3 million of strategic investment in growth initiatives (technology roadmap and iMoney) and maintained a healthy cash balance of $22.0 million as at 30 June 2019 with no debt. Our balance sheet remains strong and allows us to further invest in the technology that will drive the next phase of growth for our business. Our technology roadmap will remain a key focus with increased investment in FY20. The Board remains focused on conserving cash for business reinvestment as well as expected market consolidation and has determined to not declare any dividends. iSelect’s dividend policy will be considered periodically and reinstated as soon as it is deemed prudent by the Board. FY20 and beyond After a period of stabilisation under the stewardship of our executive leadership team and a depth of talent in senior management, iSelect is now experiencing higher levels of profitability through a more efficient business model. We are determined to continue focusing on delivering on our technology to provide an engaging experience and real value to all our customers. On behalf of the Board, I would like to thank and acknowledge Mr Brodie Arnhold who has stepped into the CEO role from the Board for the last 15 months. His leadership, commitment and contribution have been instrumental in stabilising and resetting our business. I would like to close by thanking you, our shareholders, for your continued support through FY19. As we progress into FY20 in a growth trajectory, we are excited by what lies ahead. Yours sincerely, Chris Knoblanche AM iSelect Annual Report 2019 5 Letter from the CEO Brodie Arnhold Chief Executive Officer 6 iSelect Annual Report 2019 Dear Shareholders, I’m delighted to present the FY19 Annual Report review to you as CEO of iSelect. A focus on profitability Our senior executive team has worked closely with the wider team for the past 12 months to make significant improvements to the operational performance of our business. FY19 has been a year of stabilisation as we focused on our ‘core’ business. As a result, we believe we have put iSelect back on a growth trajectory. Most importantly, we have not focused on simply growing for growth’s sake. Our goal is to continue to grow in a sustainable and profitable way to the benefit of all our stakeholders. Our strategic review is now finalised and all actions implemented. We are continuing to enhance our return on investment through marketing strategy and continuing to invest in our customer experience platform. This supports our vision of making Australians’ lives easier by saving them time, effort and money. Our team has driven iSelect’s turnaround in performance with a level of passion and dedication that is rarely seen. I am incredibly proud of their efforts which have enabled the business to return to growth and provide our customers with a service that adds real value to their everyday lives. FY19 stabilisation and growth iSelect has evolved to a more efficient and streamlined business, which not only matches the products to each of our customers’ needs but provides a more integrated experience from marketing, throughout the comparison process right to service completion. This has been key to the stabilisation of our business in FY19. I continue to be impressed with the resilience of iSelect’s brand and the commitment of our team as we have journeyed through a volatile stage in FY19. In FY20, we will see a period of above normal investment in brand and technology which will allow us to develop a platform for growth. Our strategy is building a sustainable, profitable business. This is reflected in our gross profit improvement and underlying EBITDA result which is up 45%. Profitable segments Health’s earnings increased by 7% due to our strong focus on return on investment from our marketing efforts and a more efficient cost base. Whilst revenue decreased, Health continued to support our business profitability. Energy & Telco continued to grow earnings, with a 9% increase in RPS, a result of more profitable multi-product sales strategy. Revenue was down 21% which was in part due to performance in our Cape Town office which has now been closed. Life and General Insurance showed strong improvement in customer leads up 43% due to growth in newer verticals, which resulted in EBITDA growth of 40%. We have strengthened our relationship with AFG through the new Home Loans operating model. This is also an opportunity for cross-serve into other parts of our business. We understand that the external environment is evolving and creating structural change across the industries in which we operate. However, we view these changes not as a threat but an opportunity to further enhance our business by providing the best experience through our channels and customer touchpoints. Marketing provides returns As I discussed in my last Annual Report letter, we have made it a strategic priority to improve efficiencies in our marketing spend by optimising marketing mix by channel. This has resulted in a significant reduction in our customer acquisition costs. Throughout FY19 we kept focusing on driving marketing ROI and profitability in our business. This is reflected in the strong earnings turnaround which has helped stabilise operations and position iSelect for its next phase of growth. However, we believe there is more we can do. We will continue to invest in improving ROI while maintaining our strong brand. We have confidence in our strategy and our team to deliver results in the new financial year. Future state technology The emphasis we place on technology remains core to our vision. Technology has and continues to drive our competitive advantage. iSelect is accelerating our customer experience through significant investment in our technology platform. This includes a key focus on customer ease and engagement, and a more seamlessly integrated cross-vertical platform which is currently 14% of our revenue. These initiatives will remain a priority for investment during FY20 and beyond, as we transition from a transactional to a customer relationship O E C e h t m o r f r e t t e L based model. Over the longer term, we expect our improvements to customer experience to further drive profitability. Customer experience We continue to work on better engagement with our customers to help them effectively manage their household bills and expenses. By understanding our customers’ needs and pain points we are better placed to ensure recurring business and long-term loyalty. Our technology is fundamental to this journey which will see iSelect transform from a transactional business to one focused on nurturing customer lifetime value. Our technology roadmap will provide a more personalised experience to always put the customer first. We have set a solid platform and will continue to invest in technology initiatives during FY20 to reap the benefits over the longer term. People and community At iSelect, we know our company is nothing without our talented team members. Development, Diversity and Employee Experience are the three pillars of our people and culture strategy. During FY19, we on-shored a significant number of roles in technology, product and contact centre. We employ over 550 people from a diverse range of backgrounds and capabilities, making us one of the largest employers in the Melbourne Bayside area. Growth trajectory Through our focus on achieving operational excellence, we have delivered on our strategic objectives during FY19, stabilised our platforms and obtained cost efficiencies throughout the business. We continue to build a sustainable business for the benefit of customers we help, employees and partners we develop and our shareholders that support iSelect’s growth ambitions. After a challenging 18 months in a competitive external environment and facing significant market reforms, iSelect has improved operational efficiencies and proven the robustness of its business model. The Company is well placed to capitalise on the opportunities these changes may provide as it returns to a growth trajectory. Yours sincerely, Brodie Arnhold iSelect Annual Report 2019 7 Sustained profitable growth iSelect’s focus on core operations and customer ease delivered strong earnings growth across all its operating segments in FY19. Improved margins were supported by a rebalanced marketing mix and further investments in technology and customer experience. 8 iSelect Annual Report 2019 iSelect 2019 Operational Headlines EBIT $15.2m (UNDERLYING) +77% YOY s e n i l d a e H l a n o i t a r e p O 9 1 0 2 t c e l e S i LEADS X-SERVE % OF REVENUE 3.96m -6% YOY 14% +0.6PP YOY GP MARGIN 36% +8PP YOY RPS $440 +5% YOY MARKETING ROI EBIT MARGIN 3.36 +27% YOY 10% (UNDERLYING) +5PP YOY “All staff I spoke to were very helpful, informative and easy to understand. They explained my new policies to me clearly and pointed out the differences from my old policies as well as the huge savings I would make.” Nicole Brett, Health iSelect Annual Report 2019 9 iMoney continues to grow iMoney’s revenue growth continued in one of the world’s most rapidly expanding financial services markets. iSelect’s increased investment in the business enabled accelerated asset growth, particularly in Indonesia and the Philippines. 10 iSelect Annual Report 2019 iMoney 2019 Operational Headlines REVENUE* $4.1m +39% YOY s e n i l d a e H l a n o i t a r e p O 9 1 0 2 y e n o M i LEADS 1.8m +35% YOY CONVERSION 29% +9PP YOY GP MARGIN 28% -2PP YOY SALES VOLUME 519k +77% YOY RPS $8 -20% YOY EBIT -$4.0m N.M Current Revenue Split by Market PHILIPPINES 30.8% INDONESIA 26.5% MALAYSIA 37.2% SINGAPORE 5.5% * Excludes advertising vertical and Singapore iSelect Annual Report 2019 11 Our Marketplace To help our customers find better value, we need strong relationships with our partner companies and brands. During FY19, we continued to strengthen our marketplace with new partners, providers, products and customer offers. We are focused on improving data exchange and connection to further enhance our partner ecosystem and simplify processes for customers. have been very friendly and very helpful. It was quick and easy and they got me the “Every time I’ve dealt with iSelect they best deal they could.” Vanessa Engleson, Car 12 iSelect Annual Report 2019 Insurance Utilities Money e c a l p t e k r a M r u O iSelect Annual Report 2019 13 Our People At iSelect, we know our company is nothing without our talented team members. We employ over 550 talented people across the Pacific and South East Asia region with sites in Melbourne, Malaysia, Indonesia, Manila and Fiji. Our people are as diverse as the products and services they offer our customers. 14 iSelect Annual Report 2019 Helping our customers save time, effort and money can only be delivered through a critical combination of technology and our people. Our highly knowledgeable consultants are what sets us apart, as they help our customers navigate through often complicated insurance and other service products. To further empower our team, during FY19 we embraced a number of agile practices across all areas of our business. Applying a strong customer experience design approach also ensures that we closely align our team members’ work and objectives with our customers’ needs. Our people and our community As one of the largest employers in the local Melbourne Bayside area, we are proud of the opportunities we create for people to join a dynamic business across a range of occupations and levels of qualification. During FY19 we on-shored a significant number of both contact centre and technology roles. We are extending this further by partnering with Chisholm Institute to offer our team opportunities to enhance their formal qualifications. During FY19 we remained a major partner of the Melbourne Football Club and the major sponsor of Life Education Australia. e l p o e P r u O Development We offer a range of online and facilitated training to support the ongoing development of our team through our unique iSelect Academy, beginning with an extensive induction program for new team members. This year we have had a strong focus on leadership development to enhance the in-the-moment coaching and ongoing career and professional development for our existing iSelect team. Diversity At iSelect we are committed to the goal of fostering an inclusive and equitable work environment for all our people. It is essential for us that iSelect is a place where everyone feels respected and valued for who they are and the contribution they make to our Company. Given our gender balanced customer base, we are very proud that our senior leadership is gender balanced, with over 40% of senior roles held by women. Employee Experience During FY19 we conducted a detailed employee engagement survey to identify areas where we can further enhance our employee experience and drive towards being an employer of choice. We know a positive customer experience starts with a positive employee experience. That’s why we continually strive to improve our workplace through better understanding what is important to our team and offering an extensive array of employee benefits and rewards. iSelect Annual Report 2019 15 Board Members The appointment of Geoff Stalley in December 2018 has further strengthened the iSelect board. Geoff’s experience in complex technology transformation projects will be invaluable as we transition to our future state technology platform. A. C. E. B. D. F. 16 iSelect Annual Report 2019 s r e b m e M d r a o B A. Chris Knoblanche AM Chairman and Independent Non-Executive Director Chris joined the iSelect Board as Chairman and Independent Non-Executive Director on 1 July 2015 and brings significant experience in strategy and financial services to the Board, along with a proven track record of creating a best practice corporate governance environment. He currently serves on the Boards of Latitude Financial (Hallmark Companies), Environment Protection Authority NSW and Sydney Opera House. He has also served as an adviser to and on the Board of Aussie Home Loans and was a Director of Greencross Limited prior to TPG Capital acquisition. In addition, he has considerable expertise as the Chair of several board-level audit and risk committees. Chris is a Chartered Accountant and has extensive CEO, executive and financial markets experience, having served as Managing Director and Head of Citigroup Corporate and Investment Banking (Australia and NZ), a partner in Caliburn (now Greenhill Investment Bank) and CEO of Andersen Australia and Andersen Business Consulting – Asia. Chris holds a Bachelor of Commerce (Accounting and Financial Management) and is a Member of the Institutes of Chartered Accountants in Australia and New Zealand (CAANZ), and Fellow of the Australian Society of CPAs (FCPA). In 2014 Chris was awarded an Order of Australia (AM) for significant service to arts administration, the community and the business and finance sector. In 2000 Chris was awarded the Centenary Medal by the Australian Government for services to the arts and business. B. Brodie Arnhold Chief Executive Officer and Executive Director Brodie commenced his role as CEO of iSelect in April 2018. He first joined iSelect as a Board member in September 2014 and has over 15 years domestic and international experience in private equity, investment banking and corporate finance. Prior to his current role with iSelect, Brodie was the CEO of Melbourne Racing Club. He has also worked for Investec Bank from 2010-2013 where he was responsible for building a high-net-worth private client business. Brodie worked for Westpac Banking Corporation where he grew the institutional bank’s presence in Victoria, South Australia and Western Australia, and from 2006- 2010 he held the role of Investment Director at Westpac’s private equity fund. During his career Brodie has also worked at leading accounting and investment firms including Deloitte (Australia), Nomura (UK) and Goldman Sachs (Hong Kong). Brodie is the Chairman and Non-Executive Director of Shaver Shop Group Ltd (ASX: SSG). Brodie holds a Bachelor of Commerce and MBA from the University of Melbourne and is a member of the Institutes of Chartered Accountants in Australia and New Zealand (CA ANZ). C. Bridget Fair Independent Non-Executive Director Bridget Fair was appointed to the Board of iSelect in 2013 and is a senior media executive with over 20 years experience in corporate affairs, government relations, business strategy and commercial negotiation in the media, technology and communications sectors. Bridget is currently the Chief Executive Officer of Free TV Australia Ltd. She previously held a number of senior roles with Seven West Media, most recently Group Chief of Corporate and Regulatory Affairs. Previously she has also held roles as General Counsel at SBS, legal counsel at the ABC and in private legal practice specialising in the media and communications sector. Bridget is a Director of the Judith Nielson Institute for Journalism and Ideas. She sits on the Audit and Risk and Remuneration and Nominations Committees of the iSelect Board. She is also a former Chairman of Screenrights and has been a Director on the Boards of the audience measurement company OzTAM Pty Ltd and the television industry group Freeview. She holds a BA/LLB from the University of New South Wales and is a Graduate of the Australian Institute of Company Directors. D. Shaun Bonett Independent Non-Executive Director, Chair of Remuneration and Nominations Committees Shaun was appointed to the iSelect Board in May 2003. Shaun founded and is the Chief Executive Officer of Precision Group, an investor, developer and financier of retail and commercial property across Australia. Precision Group owns over A$1 billion of commercial assets in Australia and has diversified its business into financial services and private equity investments, primarily in the IT and health sectors. Shaun is a qualified lawyer and Barrister and Solicitor of the High Court of Australia and previously held various corporate advisory roles with publicly listed and private companies. He is also a member of the AICD and Young Presidents’ Organisation. Shaun is also a Director and Chairman of Litigation Lending Services Ltd. Shaun is founder and trustee of the Heartfelt Foundation, an Australian charitable trust. E. Melanie Wilson Independent Non-Executive Director, Chair of Audit and Risk Management Committee Melanie joined the iSelect Board in April 2016 and brings extensive experience in online business and digital marketing. In her former role as Head of Online for BIG W she managed Australia’s largest general merchandise e-commerce website. Melanie has more than 12 years experience in senior management roles across Australian and global retail brands including Limited Brands (Victoria’s Secret, Bath & Bodyworks), Starwood Hotels and Woolworths. She also held corporate finance and strategy roles with leading investment banks and management consulting firms including Goldman Sachs and Bain & Company. Melanie is currently a Non-Executive Director of Baby Bunting Group Ltd (ASX: BBN) and Shaver Shop Group Limited (ASX: SSG). Melanie holds a Master in Business Administration (MBA) degree from the Harvard Business School and Bachelor of Commerce (Honors) degree from University of Queensland. F. Geoff Stalley Independent Non-Executive Director Geoff was appointed to the iSelect Board in December 2018 and is an entrepreneurial senior executive with more than 25 years consistent success in starting, building, growing and improving the performance of businesses. Geoff’s expertise spans corporate innovation and growth, business strategy and execution, and major transformational change as well as operational management and people leadership. He recently joined Serco as Chief Growth Officer ASPAC to lead and drive the growth agenda across Asia Pacific. Geoff’s career has also included Managing or Lead Partner positions for global consulting businesses with clients including Westpac, AMP, Telstra, Qantas, FedEx, Oracle, Caterpillar and Brambles. Geoff is also the Chair of Uplifting Australia, a not-for-profit organisation focused on the emotional wellbeing of children; a member of the Advisory Board for online car sales business Mogo; and a mentor to a number of start-ups at Stone & Chalk. Geoff is a Graduate of the AICD Directors Course, has a Masters of Economics (Macq), a Bachelor of Business (UTS), is a member of the Institutes of Chartered Accountants in Australia and New Zealand (CA ANZ) and Society of CPAs. iSelect Annual Report 2019 17 Leadership Team Our highly experienced leadership team are committed to making Australians’ lives easier by saving people time, effort and money. Gavin Byrnes joined the Executive Team in April 2019 as General Counsel. A. C. E. B. D. F. 18 iSelect Annual Report 2019 m a e T p i h s r e d a e L C. Henriette Rothschild Chief Operating Officer E. Warren Hebard Chief Marketing Officer Warren joined iSelect in April 2018 as Chief Marketing Officer (CMO), he is responsible for the brand’s overall marketing strategy and execution. Warren brings extensive digital, ATL media, retention, creative, brand and ROI data led decision-making experience to iSelect. Previous to his role at iSelect, Warren was Chief Marketing Officer at William Hill Australia. Prior to working at William Hill he held senior executive roles both in agency environments and in-house including with online bookmaker TomWaterhouse.com, as Brand Director, launching the brand into the Australian marketplace. F. Gavin Byrnes General Counsel Gavin joined iSelect in April 2019 and is responsible for the Company’s legal and compliance functions. Gavin is a highly experienced legal and compliance leader, with over 15 years in-house legal experience at multi-national insurance and finance companies across both Australia and Asia-Pacific. Prior to joining iSelect, Gavin spent over five years as General Counsel at Allianz Partners, Australia and Asia-Pacific. At Allianz, Gavin managed a large team to lead legal, compliance and risk functions across Asia-Pacific and led the global anti- trust legal team. Gavin previously held Corporate Counsel positions at GE (General Electric), SP AusNet and AXA Asia Pacific. Gavin holds a Bachelor of Laws from the Queensland University of Technology. Henriette joined iSelect in August 2017 and is responsible for the performance of the Company’s individual business units, customer contact centre operations and commercial partnerships. Previously, Henriette had over 25 years experience in sales, marketing, human resources and consulting. She was the Managing Director of Hay Group (now Korn Ferry Hay Group) across Australia, NZ, Japan and Korea, a global management consulting firm focusing on organisational performance and people advisory services. Henriette has worked with boards, CEOs and executive teams in areas of organisational performance, transformation and building high performance cultures. She has a BA from Melbourne University, Grad Dip (Swinburne) and qualified as a psychologist before undertaking further graduate studies in business and marketing (Monash). Henriette is a board member of both the Richmond Football Club and Brown Brothers Wines and a Graduate member of AICD. D. Slade Sherman Chief Experience Officer Slade joined iSelect in February 2018 as Chief Experience Officer (CXO). Slade is responsible for customer and digital strategy including Technology, Data Science, PMO and Product functions. He has extensive experience in digital transformation, having led large-scale technology based projects for leading global businesses. Prior to joining iSelect, Slade was COO for Creator Global, following senior roles at Buzz Products, Crowdsauce and The Rewards Factory. Slade holds a Bachelor of Science (Psychology) from the University of New South Wales. A. Brodie Arnhold Chief Executive Officer and Executive Director Brodie commenced his role as CEO of iSelect in April 2018. He first joined iSelect as a Board member in September 2014 and has over 15 years domestic and international experience in private equity, investment banking and corporate finance. Prior to his current role with iSelect, Brodie was the CEO of Melbourne Racing Club. He has also worked for Investec Bank from 2010-2013 where he was responsible for building a high-net-worth private client business. Brodie worked for Westpac Banking Corporation where he grew the institutional bank’s presence in Victoria, South Australia and Western Australia, and from 2006- 2010 held the role of Investment Director at Westpac’s private equity fund. During his career Brodie has also worked at leading accounting and investment firms including Deloitte (Australia), Nomura (UK) and Goldman Sachs (Hong Kong). Brodie is the Chairman and Non-Executive Director of Shaver Shop Group Ltd (ASX: SSG). Brodie holds a Bachelor of Commerce and MBA from the University of Melbourne and is a member of the Institutes of Chartered Accountants in Australia and New Zealand (CA ANZ). B. Vicki Pafumi Chief Financial Officer Vicki joined iSelect in November 2015 and held senior roles within the Company’s finance and operations functions before being appointed Chief Financial Officer (CFO) in July 2018. Prior to Vicki’s appointment as CFO, she held the role of Interim CFO from 27 January 2016 to 3 July 2016 and from 17 November 2017 to 1 July 2018. Prior to that, Vicki was responsible for Workforce Planning, Dialler Operations and Project Management as well as the management of our Cape Town business. Vicki has over 25 years experience spanning all areas of finance, six sigma, supply chain, operations and aftermarket. A results driven professional with extensive people management experience, Vicki is passionate about leading and developing individuals to succeed and be their best. Vicki holds a Bachelor of Business (Accountancy, Law and Economics major) from Monash University and is a qualified CPA. iSelect Annual Report 2019 19 was amazing and really helped me “Each person I spoke to at iSelect with my needs and saving money” Katie Clarke, Car Corporate Governance Statement This statement explains how the Board of iSelect Ltd (the Board) oversees the management of iSelect Ltd’s (iSelect or the Company) business. 20 iSelect Annual Report 2019 t n e m e t a t S e c n a n r e v o G e t a r o p r o C This statement explains how the Board of iSelect Ltd (the Board) oversees the management of iSelect Ltd’s (iSelect or the Company) business. The Board is responsible for the overall corporate governance of iSelect, including establishing and monitoring key performance goals. The Board monitors the operational and financial position and performance of iSelect and oversees its business strategy including approving the strategic goals of iSelect and considering and approving an annual operating plan, including a budget. As at the date of this report, the Board of Directors is comprised of an independent non-executive Chairman, four other non- executive independent Directors and one Executive Director. Currently, the Board consists of: DIRECTORS POSITION Chris Knoblanche Non-Executive Chairman APPOINTED 1 July 2015 Brodie Arnhold Executive Director and Chief Executive Officer1 25 September 2014 Shaun Bonett Bridget Fair Geoff Stalley Non-Executive Director Non-Executive Director Non-Executive Director Melanie Wilson Non-Executive Director 1 Appointed Executive Director and Chief Executive Officer on 23 April 2018. 1 May 2003 30 September 2013 1 December 2018 1 April 2016 INDEPENDENT Yes No Yes Yes Yes Yes Details of each Director’s skills, experience, expertise, qualifications, term of office, relationships affecting independence, their independence status and membership of committees are set out within the Company’s 2019 Annual Report. The Board is committed to maximising iSelect’s performance, generating appropriate levels of shareholder value and financial return, and sustaining the growth and success of iSelect. In conducting iSelect’s business with these objectives, the Board seeks to ensure that iSelect is properly managed to protect and enhance shareholder interests, and that iSelect, its Directors, officers and personnel operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing iSelect, including adopting relevant internal controls, risk management processes and corporate governance policies and practices, which it believes are appropriate for iSelect’s business and which are designed to promote the responsible management and conduct of iSelect. The ASX Corporate Governance Council has developed and released its ASX Corporate Governance Principles and Recommendations (ASX Recommendations) for Australian listed entities in order to promote investor confidence and to assist companies in meeting stakeholder expectations. The recommendations are not prescriptions, but guidelines. However, under the ASX Listing Rules, iSelect is required to provide a statement in its annual report disclosing the extent to which it has followed the ASX recommendations in the reporting period. Where iSelect does not follow a recommendation, it must identify the recommendation that has not been followed and give reasons for not following it. An overview of iSelect’s main corporate governance practices are set out below. The information in this statement relating to the Directors, Board committee memberships and other details is current at the date of the Company’s 2019 Annual Report. Details of iSelect’s key policies and practices and the charters for the Board and each of its committees are available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. iSelect Annual Report 2019 21 PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT A listed entity should establish and disclose respective roles and responsibilities of its board and management and how their performance is monitored and evaluated. Recommendation 1.1 Roles and responsibilities of the Board and Management The Board has adopted a formal Charter that details the functions and responsibilities of the Board. The Board Charter also establishes the functions reserved to the Board and those powers delegated to management. The Board delegates to the Chief Executive Officer (CEO) the authority and power to manage iSelect and its businesses within the levels of authority specified. The CEO’s role includes the day-to-day management of iSelect’s operations including effective leadership of the management team in addition to the development of strategic objectives for the business. The number of Board and Board Committee meetings held during the year along with the attendance by Directors is set out in the Directors’ Report under Directors’ Meetings. Roles and responsibilities of the Board The Board is appointed by shareholders who hold them accountable for the Company’s governance, performance, strategies and policies. To assist with the efficient and effective discharging of its responsibilities, the Board Charter allows the Board to delegate powers and responsibilities to committees established by the Board. The Board strives to build sustainable value for shareholders whilst protecting the assets and reputation of iSelect. The Board’s responsibilities include but are not limited to: The Board may from time to time establish appropriate committees to assist in the discharge of its responsibilities. The Board has established an Audit and Risk Management Committee, a Nominations Committee and a Remuneration Committee. Other committees may be established by the Board as and when required. Membership of Board committees will be based on the needs of iSelect, relevant legislative and other requirements and the skills and experience of individual Directors. The Board Charter provides that, with guidance from the Nominations Committee and, where necessary, external consultants, the Board shall identify candidates with appropriate skills, experience, expertise and diversity in order to discharge its mandate effectively and to maintain the necessary mix of expertise on the Board. Directors may obtain independent professional advice at iSelect’s expense on matters arising in the course of their Board and committee duties, after obtaining the Chair’s approval. A copy of the Board Charter is available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. Recommendation 1.2 Background checks prior to Director appointments The Board is committed to ensuring appropriate checks are conducted before appointing a person, or putting forward a candidate for election to shareholders, as a Director. The types of verifications the Company typically undertakes include checks as to the proposed Director’s character, experience, education, criminal and bankruptcy history. All information relevant to a decision to elect or re-elect a Director will be provided to shareholders before a resolution is put forward to shareholders at the General Meeting. This information will include details of any other material directorships and biographical details, including relevant qualifications and experience. Recommendation 1.3 • approving iSelect’s strategies, budgets, plans and policies; Director and senior executive agreements • assessing performance against strategies implemented by management; • reviewing operating information to understand the state of health of the Company; • approval of proposed acquisitions, divestments and significant capital expenditure; • approval of capital management including approving the issue or allotment of equity, borrowings, dividend policy and other financing proposals; • ensuring that iSelect operates an appropriate corporate governance structure and compliance systems; • approving iSelect’s risk management strategy and frameworks, and monitoring their effectiveness; • approval and monitoring of the annual and half year financial reports; and • appointment and removal of the CEO. Non-Executive Directors are appointed pursuant to formal letters of appointment setting out the key terms and conditions of the appointment including details regarding Directors’ remuneration, role and responsibilities, confidentiality of information, disclosure of interests, matters affecting independence and entering into deeds of indemnity, insurance and access. Each senior executive also has a written employment contract which sets out the terms of their employment. Recommendation 1.4 Company Secretary The Board is responsible for appointing and removing the Company Secretary and the Company Secretary shall be accountable to the Board, through the Chair, on all corporate governance matters. All Directors shall have direct access to the Company Secretary. 22 iSelect Annual Report 2019 t n e m e t a t S e c n a n r e v o G e t a r o p r o C Recommendation 1.5 Diversity policy The workforce of iSelect is made up of individuals with diverse skills, backgrounds, perspectives and experiences and this diversity is recognised, valued and respected by the Company. In recognition of the Company’s workforce, the Company has established a ‘Diversity Policy’ and also formed the iSelect Diversity Council. The iSelect Diversity Council is committed to its goal of fostering an inclusive and equitable work environment for all of its people. The iSelect Diversity Council is charged with ensuring that iSelect and all of its Directors, employees and contractors comply with the Diversity Policy. The Diversity Policy is publicly available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. Measurable objectives for achieving gender diversity set The Diversity Policy includes requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. The objectives for the year ended 30 June 2019 and the progress towards achieving them are outlined below: OBJECTIVES KEY PERFORMANCE INDICATOR ACTIONS Recruitment & Talent Development Maintain support of gender diversity in leadership roles by continuing to focus on recruitment and talent development iSelect’s recruitment policy was updated to reflect an improved diversity and inclusion component STATUS Complete Gender Representation Increase the number of women in management roles across the business, with focus on increased year-on-year (YoY) representation General diversity consideration is incorporated into the selection process when filling vacancies with candidates. Complete Increase Diversity and Inclusion Awareness Increase Mental Health & Disability Support by improving employee and manager awareness Training and awareness programs continued throughout the year to educate and/or refresh all employees about acceptable and expected behaviours and values in the workplace. Complete Gender Equality Indicators The proportion of female employees, senior leadership, executive and Board members as disclosed to the Workplace Gender Equality Agency (WGEA) during the year are outlined below: EMPLOYEE CATEGORY TOTAL FEMALE COMPONENT FEMALE % All employees Board Executive Team Senior Leadership 551 6 6 24 193 2 2 9 35.0% 33.3% 33.3% 37.5% iSelect remains committed to gender diversity on its Board and at all tiers of the Company. iSelect Annual Report 2019 23 Recommendation 1.6 Process for evaluating the performance of the board, its committees and individual Directors The Company’s Board Charter details a process for the review of Board, committee and individual Directors’ performance. During the year ended 30 June 2019, an evaluation was completed to review the Board to ensure that it is working effectively and efficiently in fulfilling its functions. The Chairman of the Board also held discussions with individual Directors as to their performance. Recommendation 1.7 Process for evaluating the performance of senior executives The Company’s Board Charter details a process for the review of the performance of the Chief Executive Officer. The performance of the Company’s senior executives, including the CEO, is reviewed regularly to ensure that senior executive members continue to perform effectively in their roles. Performance is measured against goals and company performance set at the beginning of the financial year and reviewed throughout the year. A performance evaluation for senior executives has occurred during the year in accordance with this process. PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE A listed entity should have a board of an appropriate size, composition, skills and commitment to be able to discharge its duties effectively. Recommendation 2.1 Nominations Committee The Board has an established Nominations Committee which consists of a majority of independent Directors, is chaired by an independent Director and has at least three members. The committee currently comprises Shaun Bonett (chair), Bridget Fair and Melanie Wilson. The Nominations Committee meets as often as is required by the Nominations Committee Charter or other policies approved by the Board to govern the operation of the Nominations Committee. The number of Nominations Committee meetings held during the year is set out in the Directors’ Report under Directors’ Meetings. Following each meeting, the Nominations Committee reports to the Board on any matter that should be brought to the Board’s attention and on any recommendation of the Nominations Committee that requires Board approval. Further details for the procedure for the selection of new Directors to the Board, the re-election of incumbent Directors and the Board’s policy for the nomination of Directors are contained within the Company’s ‘Nominations Committee Charter’ and ‘Board Charter’. A copy of the Company’s ‘Nominations Committee Charter’ is publicly available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. Recommendation 2.2 Board skills matrix The Nominations Committee is responsible for reviewing and making recommendations in relation to the composition and performance of the Board and its committees and ensuring that adequate succession plans are in place (including for the recruitment and appointment of Directors and senior management). Independent advice will be sought where appropriate. The criteria to assess nominations of new Directors are reviewed annually and the Nominations Committee regularly compares the skill base of existing Directors with that required for the future strategy of iSelect to enable identification of attributes required in new Directors. In searching for and selecting new Directors for the Board, the Committee assesses certain criteria to make recommendations to the Board. The criteria which will be assessed include the candidate’s background, experience, professional skills, personal qualities, gender, capability to devote the necessary time and commitment to the role, potential conflicts of interest, independence and whether their skills and experience will complement the existing Board. 24 iSelect Annual Report 2019 t n e m e t a t S e c n a n r e v o G e t a r o p r o C The Board’s objective is to have an appropriate mix of expertise and experience on our Board and its committees so that the Board can effectively discharge its corporate governance and oversight responsibilities. This mix and depth of experience is described in the Board skills matrix following: SKILLS AND EXPERIENCE EXPLANATION Accounting and Financial Reporting Accounting qualifications and/or experience assists the Board with the provision of financial expertise in overseeing the integrity of financial reporting Legal and Compliance Legal qualifications and/or experience assists the Board in meeting its legal and compliance obligations Strategy Experience in strategy assists the Board in developing and sustaining appropriate strategies to ensure continued growth for the Company Corporate Governance Experience in the development of policies and frameworks supports proper corporate governance including the monitoring of material risks Remuneration and Human Resource Management Government Relations Expertise in remuneration and human resources management assists with the Board’s role in overseeing talent management and development, including succession planning Experience in working with government, government organisations and regulators assists the Company to operate effectively and compliantly in regulated industries CEO and Board Experience Performing in a CEO or senior executive role assists with the development of appropriate business strategies and operating plans Industry Experience Experience in a senior position within industry assists the Board with understanding and improving the Company’s processes and strategies Audit and Risk Management Experience in audit and risk management assists the Board by providing an understanding of financial management and developing appropriate processes and strategies to deal with risk NUMBER OF DIRECTORS 4 2 6 4 3 2 6 6 5 One of the six Directors of the Company (Shaun Bonett) has served for a term of more than ten years. The Company considers that Mr Bonett’s sustained knowledge of the Company enables him to continue to make a strong contribution as an independent Director of iSelect. Recommendation 2.3 Independence The Board considers an independent Director to be a Non-Executive Director who is not a member of iSelect’s management and who is free of any business or other relationship that could materially interfere with or reasonably be perceived to interfere with the independent exercise of their judgement. The Board will consider the materiality of any given relationship on a case-by-case basis and has adopted guidelines to assist in this regard. The Board reviews the independence of each Director in light of interests disclosed to the Board from time to time. The iSelect Board Charter sets out guidelines and thresholds of materiality for the purpose of determining independence of Directors in accordance with the ASX Recommendations and has adopted a definition of independence that is based on that set out in the ASX Recommendations. The Board considers thresholds of materiality for the purpose of determining ‘independence’ on a case-by-case basis, having regard to both quantitative and qualitative principles. Without limiting the Board’s discretion in this regard, the Board has adopted the following guidelines: • The Board will determine the appropriate base to apply (e.g. revenue, equity or expenses), in the context of each situation; • In general, the Board will consider an affiliation with a business that accounts for less than 5% of the relevant base to be immaterial for the purpose of determining independence. However, where this threshold is exceeded, the materiality of the particular circumstance with respect to the independence of the particular Director should be reviewed by the Board; and • Overriding the quantitative assessment is the qualitative assessment. Specifically, the Board will consider whether there are any factors or considerations which may mean that the Director’s interest, business or relationship could, or could be, reasonably perceived to, materially interfere with the Director’s ability to act in the best interests of iSelect. iSelect Annual Report 2019 25 PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY A listed entity should act ethically and responsibly. Recommendation 3.1 Code of conduct The Board recognises that it has a responsibility for setting the ethical tone and standards of the Company and iSelect’s senior executives recognise that they have a responsibility to implement practices that are consistent with those standards. The reputation of the Company is one of its most valuable assets and the Board acknowledges the importance of protecting this asset by acting ethically and responsibly. The Company has developed a ‘Code of Conduct’ Policy which has been fully endorsed by the Board and applies to all Directors and employees. The Code of Conduct is designed to identify and encourage: • • • the practices necessary to maintain confidence in the Company’s integrity; the practices necessary to take into account the Company’s legal obligations; and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. A copy of the Company’s ‘Code of Conduct’ is publicly available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. The Board considers that each of the independent Directors is free from any business or any other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of the Director’s judgement and is able to fulfil the role of independent Director for the purpose of the ASX Recommendations. The Board considers that the following current Directors are independent: • Chris Knoblanche • Shaun Bonett • Bridget Fair • Geoff Stalley; and • Melanie Wilson. Recommendation 2.4 The Board consists of a majority of independent Directors. Recommendation 2.5 Independent Chair The Board recognises the ASX Corporate Governance Council’s recommendation that the Chairman should be an independent Director. Chris Knoblanche, in his role as independent Chairman for the year ended 30 June 2019 is in line with the recommendation. Roles of the Chair and Chief Executive Officer The role of Chairman and CEO were not exercised by the same individual at any time during the year ended 30 June 2019. Recommendation 2.6 Director induction and professional development The Board recognises the importance of having a program for inducting new Directors and providing appropriate professional development opportunities for Directors to maintain the skills to perform their role as Directors effectively. The induction program for new Directors includes briefings by the CEO and other members of senior management about iSelect. The briefings will provide details on iSelect’s structure, people, policies, culture, business strategies and performance. The induction program also includes site visits to review operations and understand the industries in which iSelect operates. The Company operates a program of professional development for Directors including regular written updates on key developments within corporate governance and ad-hoc seminars on relevant topics including corporate governance and accounting. Formal professional development opportunities for Directors are considered by the Chair on a case-by-case basis. 26 iSelect Annual Report 2019 t n e m e t a t S e c n a n r e v o G e t a r o p r o C PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting. The committee currently comprises Melanie Wilson (chair), Bridget Fair and Geoff Stalley. The Board acknowledges the ASX Recommendations that the Audit and Risk Management Committee should be chaired by an independent Director (who is not Chair of the Board) and in recognition of this, Melanie Wilson currently chairs the Audit and Risk Management Committee. Recommendation 4.1 Audit and Risk Management Committee The Board has established an Audit and Risk Management Committee to assist in the discharge of its responsibilities. The role of the Audit and Risk Management Committee is to assist the Board in fulfilling its responsibilities for corporate governance and overseeing iSelect’s internal control structure and risk management systems. The Audit and Risk Management Committee also confirms the quality and reliability of the financial information prepared by iSelect, works with the external auditor on behalf of the Board and reviews non-audit services provided by the external auditor, to confirm they are consistent with maintaining external audit independence. The Audit and Risk Management Committee provides advice to the Board and reports on the status and management of the risks to iSelect. The purpose of the Committee’s risk management process is to ensure that risks are identified, assessed and appropriately managed. The Board has adopted a policy regarding the services that iSelect may obtain from its external auditor. It is the policy of iSelect that the external auditor: • Must be independent of iSelect and the Directors and senior executives. To ensure this, iSelect requires a formal confirmation of independence from its external auditor on a six-monthly basis; and • May not provide services to iSelect that are, or are perceived to be, materially in conflict with the role of the external auditor. Non-audit or assurance services that may impair, or appear to impair, the external auditor’s judgement or independence are not appropriate. However, the external auditor may be permitted to provide additional services which are not, or are not perceived to be, materially in conflict with the role of the auditor, if the Board or Audit and Risk Management Committee have approved those additional services. Such additional services may include financial audits, tax compliance, advice on accounting standards and due diligence in certain acquisition or sale transactions. Information on the procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners is contained within the Company’s ‘Audit and Risk Management Committee’ Charter. The Audit and Risk Management Committee must comprise, to the extent practicable given the size and composition of the Board, at least three Directors, all of whom must be Non-Executive Directors and the majority of which must be independent in accordance with the independence criteria set out in the Board Charter. A member of the Audit and Risk Management Committee, that does not chair the Board, shall be appointed the Chair of the Committee. An Audit and Risk Management Committee Charter has been adopted by the Board and sets out the functions and responsibilities of the Committee. The Audit and Risk Management Committee meets as often as is required by the Audit and Risk Management Committee Charter. The number of Audit and Risk Management Committee meetings held during the year is set out in the Directors’ Report under Directors’ Meetings. The Chair of the Audit and Risk Management Committee invites members of management and representatives of the external auditor to be present at meetings of the Committee and may seek advice from external advisors. The Audit and Risk Management Committee regularly reports to the Board about committee activities, issues and related recommendations. A copy of the Company’s ‘Audit and Risk Management Committee Charter’ is publicly available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. Recommendation 4.2 Declaration regarding Financial Statements Before approval of the financial statement for the periods ended 31 December 2018 and 30 June 2019, the Board received assurance from the CEO and the CFO that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. This assurance was given on 18 February 2019 by Brodie Arnhold (the CEO) and by Vicki Pafumi (the CFO) and 20 August 2019 by the CEO and the CFO. The Board has also received from the CEO and the CFO written affirmations concerning the Company’s financial statements as set out in the Directors’ Declaration. Recommendation 4.3 Attendance of external auditor at AGM The Board recognises the importance of the external auditor attending its AGM and being available to answer questions from shareholders. To this end, the Company’s auditors are requested to attend each AGM. iSelect Annual Report 2019 27 Share Trading Policy iSelect has adopted a ‘Share Trading’ Policy which applies to iSelect and its Directors, officers, employees and senior management, including those persons having authority and responsibility for planning, directing and controlling the activities of iSelect (Key Management Personnel), whether directly or indirectly. The policy is intended to explain the types of conduct in relation to dealings in shares that is prohibited under the Corporations Act and establish procedures in relation to Directors, senior management or employees dealing in shares. Subject to certain exceptions, including exceptional financial circumstances, the policy defines certain ‘closed periods’ during which trading in shares by the Company’s Directors, officers, employees and Key Management Personnel is prohibited. Those closed periods are currently defined as the following periods: • The period commencing six weeks prior to the release of iSelect’s half-year and annual financial results to the ASX and ending 24 hours after such release; and • The period commencing two weeks prior to the Company’s annual general meeting and ending 24 hours after the annual general meeting. Outside of these periods, Directors, management and iSelect employees must receive clearance for any proposed dealing in shares. In all instances, buying or selling shares is not permitted at any time by any person who possesses price- sensitive information. A copy of the Company’s ‘Disclosure’ Policy, ‘Shareholder Communication’ Policy and ‘Share Trading’ Policy are publicly available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price and value of its securities. Recommendation 5.1 Written policy regarding continuous disclosure obligations As a company listed on the ASX, iSelect is required to comply with the continuous disclosure requirements of the ASX Listing Rules and the Corporations Act 2001. iSelect is required to disclose to the ASX any information, with the exception of certain carve-outs, concerning iSelect which is not generally available and which, if it was made available, a reasonable person would expect to have a material effect on the price or value of iSelect’s securities. The Board aims to ensure that shareholders and stakeholders are informed of all major developments affecting iSelect’s state of affairs. As such, iSelect has adopted a ‘Disclosure’ Policy and ‘Shareholder Communication’ Policy, which together establish procedures to ensure that Directors and senior management are aware of, and fulfil, their obligations in relation to providing timely, full and accurate disclosure of material information to iSelect’s stakeholders and comply with iSelect’s disclosure obligations under the Corporations Act and ASX Listing Rules. The ‘Disclosure’ Policy also sets out procedures for communicating with shareholders, the media and the market. iSelect has formed a Disclosure Committee which meets as frequently as needed to determine, among other things, whether there are matters that require disclosure to the ASX. The Disclosure Committee will make recommendations to the Board on matters which may require disclosure to the market. The members of the Disclosure Committee consist of a Non-Executive Director, CEO, CFO and the General Counsel/ Company Secretary (Chair). iSelect is committed to observing its disclosure obligations under the ASX Listing Rules and the Corporations Act. Information is to be communicated to shareholders through the lodgement of all relevant financial and other information with the ASX and with continuous disclosure announcements also made available on iSelect’s website, www.iselect.com.au. 28 iSelect Annual Report 2019 t n e m e t a t S e c n a n r e v o G e t a r o p r o C PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS PRINCIPLE 7 – RECOGNISE AND MANAGE RISK A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively. A lised entity should establish a sound risk management framework and periodically review the effectiveness of that framework. Recommendation 7.1 Recommendation 6.1 Information for investors on our website The Company maintains an investor section on its website which includes information about itself which is relevant to shareholders and other stakeholders. The investor section includes a Governance section which includes detailed information on the Company’s governance framework and documents. Recommendation 6.2, 6.3 & 6.4 Communicating with investors The Board has adopted a ‘Shareholder Communication’ Policy which is designed to supplement the iSelect ‘Disclosure’ Policy. The ‘Shareholder Communication’ Policy aims to promote effective communication with shareholders and other stakeholders. The policy recognises the following key methods of communication which will be used to provide information to shareholders and other stakeholders: • • • • releases to the Australian Securities Exchange (ASX) in accordance with continuous disclosure obligations; iSelect’s website; iSelect’s annual and half-yearly reports; the annual general meeting; and • email and other electronic means. In addition to the abovementioned communication methods, since listing on the ASX in 2013 the Company has maintained an active investor relations program to facilitate effective two- way communication with retail and institutional shareholders and other relevant equity market stakeholders. This program includes face-to-face meetings with investors, broker analysts and proxy firms as well as responding to shareholder enquiries as appropriate. The Company utilises public investor webcasts and conference calls for key announcements such as the full year and half year financial results. The Board encourages effective participation at iSelect’s General Meetings by providing opportunity for shareholders to ask questions of the Company’s Directors and auditors. iSelect encourages shareholders to receive company information electronically by registering their email address online with iSelect’s shareholder registry. The Company also allows shareholders to communicate electronically with the Company and share registry including providing shareholders the ability to submit proxy voting instructions online. A copy of the Company’s ‘Shareholder Communication’ Policy is publicly available in the Company/Our Company/ Governance section of the Company’s website at www.iselect. com.au. Audit and Risk Management Committee As stated in Principle 4, the Board has established an Audit and Risk Management Committee to assist in the discharge of its responsibilities to establish a sound risk management framework and periodically review effectiveness of that framework. This Committee is structured to ensure it consists of a majority of independent Directors and it is chaired by an independent Director. The Company has also developed a ‘Risk Management Framework’ which is publicly available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. Recommendation 7.2 Review of risk management framework The Company’s ‘Board Charter’ provides that a function of the Board with the guidance of the Audit and Risk Management Committee is: • approving policies on and overseeing the management of business, financial and non-financial risks (including foreign exchange and interest rate risks, enterprise risk and risk in relation to occupational health and safety); • reviewing and monitoring processes and controls to maintain the integrity of accounting and financial records and reporting; and approving financial results and reports for release and dividends to be paid to shareholders. The Company’s ‘Audit and Risk Management Charter’ also provides that the Committee’s specific function with respect to risk management is to review and report to the Board that: • iSelect’s ongoing risk management program effectively identifies all areas of potential risk; • adequate policies and procedures have been designed and implemented to manage identified risks; • a regular program of audit is undertaken to test the adequacy of and compliance with prescribed policies regarding high risks; and • proper remedial action is undertaken to redress areas of weakness. The Company seeks to take and manage risk in ways that will generate and protect shareholder value and recognises that the management of risk is a continual process and an integral part of the management and corporate governance of the business. The Company acknowledges that it has an obligation to all stakeholders, including shareholders, customers, employees, contractors and the wider community and that the efficient and effective management of risk is critical to the Company meeting these obligations and achieving its strategic objectives. iSelect Annual Report 2019 29 The Board, with assistance from the Audit and Risk Management Committee, requires management to design and implement a suitable risk management framework to manage the Company’s material business risks. During the year, management reported to the Board as to the effectiveness of the Company’s management of its material business risks. The Audit and Risk Management Committee is responsible for evaluating the adequacy and effectiveness of a risk management framework established by management. The Audit & Risk Management Committee conducted a review of the Company’s risk management framework during the year and were satisfied that it continues to be sound having regard to the size and complexity of the Company’s operations. Recommendation 7.3 Internal audit function iSelect’s internal audit function provides independent and objective assurance on the adequacy and effectiveness of the Company’s systems for internal control, together with recommendations to improve the efficiency of the relevant systems and processes. During the financial year, changes were made to the internal audit function and we expect those steps, which includes recruitment, to be completed by the end of the first quarter of financial year 2020. The annual internal audit plan is approved by the Audit and Risk Management Committee and internal audit has full access to all functions, records, property and personnel of the Company. Internal audit administratively reports to the CFO and has a direct reporting line to the Chair of the Audit and Risk Management Committee. Recommendation 7.4 Exposure to risk iSelect’s ‘Risk Management’ Policy supports its strategy of creating an environment in which risk management underpins consistently good practice – enabling informed decisions that optimise returns within a specified appetite for risk. iSelect understands that “material exposure” in this context means a real possibility that the risk in question could substantively impact the Company’s ability to create or preserve value for shareholders over the short, medium or long term. In this context materiality is linked to the rating attributed to residual risks taking into account the risk mitigation strategies and controls in place, and “Very High” rated risk would be considered material. PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders. Recommendation 8.1 Remuneration Committee The Board has established a Remuneration Committee to assist in the discharge of its responsibilities. The role of the Remuneration Committee is to review and make recommendations to the Board on remuneration packages and polices related to the Directors and senior executives. The Remuneration Committee is also charged with ensuring that the remuneration policies and practices are consistent with iSelect’s strategic goals and human resources objectives. The Remuneration Committee meets as often as is required by the Remuneration Committee Charter. The number of Remuneration Committee meetings held during the year is set out in the Directors’ Report under Directors’ Meetings. Following each meeting, the Remuneration Committee reports to the Board on any matter that should be brought to the Board’s attention and on any recommendation of the Remuneration Committee that requires Board approval. The Remuneration Committee must comprise, to the extent practicable given the size and composition of the Board, at least three Directors, all of whom must be non-executive Directors and the majority of which must be independent in accordance with the independence criteria set out in the ‘Board Charter’. An independent member of the Remuneration Committee, that does not chair the Board, shall be appointed the Chair of the Committee. A copy of the Company’s ‘Remuneration Committee Charter’ is publicly available in the Company/Our Company/Governance section of the Company’s website at www.iselect.com.au. The committee currently comprises Shaun Bonett (Chair), Bridget Fair and Melanie Wilson. Recommendation 8.2 Remuneration of Directors At the time of reporting, iSelect has no material exposure to “Very High” rated risks to our economic, environmental and social sustainability profile. iSelect clearly distinguishes the structure of Non-Executive Directors’ remuneration from that of Executive Directors and senior executives. Non-Executive Director remuneration is fixed and Non- Executive Directors do not participate in any ‘at risk’ incentive plans. Remuneration paid to senior executives in the 2019 financial year includes fixed and variable components. 30 iSelect Annual Report 2019 Board and Non-Executive Directors The remuneration policy for the Board and the remuneration of each Director is set out in both the Remuneration Report which forms part of the Directors’ Report, and in Notes to the Financial Statements. The Board acknowledges the guidelines which recommend that Non-Executive Directors should not be provided with retirement benefits other than superannuation. The Company also notes that Chris Knoblanche has a notice period of 3 months which may constitute a retirement benefit. The Company believes that a notice period for the Chair is appropriate to ensure continuity. Senior Executives Information on the performance evaluation and structure of remuneration for the Company’s senior executives can be found in the Remuneration Report, which forms part of the Directors’ Report. Recommendation 8.3 The Company’s ‘Share Trading’ Policy prohibits the Directors and senior executives from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements. t n e m e t a t S e c n a n r e v o G e t a r o p r o C iSelect Annual Report 2019 31 Directors Report The Directors present their report with the consolidated financial statements of the Group comprising iSelect Limited and its subsidiaries for the financial year ended 30 June 2019 and the auditor’s report thereon. Directors The names of the Directors in office during or since the end of the financial year are: Chris Knoblanche AM Non-Executive Chairman Brodie Arnhold Executive Director & Chief Executive Officer Shaun Bonett Non-Executive Director Bridget Fair Non-Executive Director Melanie Wilson Non-Executive Director Geoff Stalley (appointed 1 December 2018) Non-Executive Director The above named Directors held office for the whole of the period unless otherwise specified. The qualifications, experience, special responsibilities and other details of the directors in office at the date of this report appear on pages 16 and 17 of this annual report. Company Secretary David Christie (resigned 26 October 2018) Mark Licciardo (appointed 26 October 2018) Mark is the founder and Managing Director of Mertons Corporate Services Pty Ltd. As a former company secretary of ASX 50 companies, Transurban Group and Australian Foundation Investment Company Limited, his expertise includes working with boards of directors in the areas of corporate governance, business management, administration, consulting and company secretarial matters. Mark is also an experienced Chairman and non-executive Director of a number of ASX listed public and private companies. Mark holds a BBus (Accounting) from Victoria University and a GradDip in Company Secretarial Practice, is a Fellow of the AICD, the Governance Institute of Australia and the ICSA. 32 iSelect Annual Report 2019 Directors’ Meetings The number of meetings of Directors, including meetings of Committees of Directors, held during the year and the number of meetings attended by each Director is presented below. DIRECTORS BOARD OF DIRECTORS AUDIT AND RISK MANAGEMENT COMMITTEE REMUNERATION COMMITTEE NOMINATIONS COMMITTEE HELD^ ATTENDED HELD^ ATTENDED HELD^ ATTENDED HELD^ ATTENDED C. Knoblanche B. Arnhold S. Bonett B. Fair M. Wilson G Stalley 7 7 7 7 7 4 7 7 6 7 7 4 - - - 4 4 2 - - - 4 4 1 - - 2 2 2 - - - 2 2 2 - - - 2 2 2 - - - 2 2 2 - t r o p e R s r o t c e r i D ^ The number of meetings held indicates the total number held whilst the director was in office or was a committee member during the course of the year. Principal Activities The principal activities during the financial year within the Group were health, life and car insurance policy sales, mortgage brokerage, energy, broadband and financial referral services. There have been no significant changes in the nature of these activities during the year. Review of results and operations1 Summary of financial results 2019 $’000 2018 $’000 RESTATED3 CHANGE 1 Continuing Operations Operating revenue 154,159 176,931 Gross profit EBITDA EBIT NPAT 52,963 7,202 (1,040) (2,003) 45,139 10,878 1,405 1,089 (13%) 17% (34%) (174%) (284%) Reported Results (including discontinued operations) Operating revenue 154,585 Gross profit EBITDA EBIT NPAT 53,225 6,062 178,139 45,944 (5,700) (2,252) (15,278) (4,360) (15,640) EPS (cents) (1.7) (7.0) Underlying Results Underlying EBITDA2 22,866 15,739 Underlying EBIT2 Underlying NPAT2 Underlying EPS2 15,151 11,062 5.1 8,537 6,732 3.1 Throughout this report, certain non-IFRS information, such as EBITDA, EBIT, Net Profit after Tax (NPAT), Earnings Per Share (EPS), Conversion Ratio, Leads and Revenue Per Sale (RPS) are used. Earnings before interest and income tax expense (EBIT) reflects profit for the year prior to including the effect of net finance costs and income taxes. Earnings before interest, income tax expense, depreciation and amortisation and loss on associate (EBITDA) reflects profits for the year prior to including the effect of net finance costs, income taxes, depreciation and amortisation and loss on associate. The individual components of EBITDA and EBIT are included as line items in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Non-IFRS information is not audited. Reference to underlying results excludes the financial impacts of iMoney performance, impairment losses and write-offs from discontinued assets and operations, and material one-off transactions resulting from operations which are no longer core to the business. 2 Refer to the Reported versus Underlying Results reconciliation on page 112. The reconciliation forms part of the Review of Results and Operations. (13%) 3 Restated due to retrospective adoption of new Accounting Standards. 16% Group financial performance and reported results 206% 85% 72% 76% 45% 77% 64% 65% The Group provides comparison services for private health insurance, life insurance, car insurance, broadband, energy, home loans and personal financial products. The Group maintains three brands, iSelect (www.iselect.com.au), Energy Watch (www.energywatch.com.au) and iMoney (www.imoney. my). The Group’s business model is comprised of four key pillars that are linked: brand, lead generation, conversion and product providers. The Group derives the majority of its revenue from fees or commissions paid by product providers for a successful sale of their products. Operating revenue for the year ended 30 June 2019 was $154,585,000, representing a decrease of 13% on the prior comparative period. iSelect Annual Report 2019 33 The Group’s focus on sustained profitable growth delivered an increase in gross profit for the year of 16%; up on prior year by $7,281,000. This was due to the following key areas: • Successful implementation of ROI-driven marketing expenditure, reflecting strategic marketing investment. This led to an increase in return on marketing spend of 27% year on year, with our marketing ROI improving from 2.7 in FY18 to 3.4 in FY19. • Continued focus on customer ease, improving cross- serving capability and reducing sales leakage. • Investment in supporting our back-end and customer facing technology platforms, with strategic focus on optimisation of customer experience. Reported operating overheads for the year was $38,765,000. Material one-off costs, impairment losses and iMoney group performance were excluded from the underlying result. On an underlying basis, operating overheads reduced from last year by 10%, as a result of cost control and prioritising value-add spend. Reported EBITDA for the year was a profit of $6,062,000, an increase of $11,762,000 against 2018. On an underlying basis, EBITDA ended the year 45% above prior comparative year. Reported EBIT was a loss of $2,252,000, an improvement of $13,026,000 on reported EBIT for the prior comparative year. Underlying EBIT of $15,151,000 has been adjusted for costs relating to impairment losses, capital write-offs, one-off transactions, iMoney group performance and adoption of new Accounting Standards, totalling $17,403,000. Net finance costs for the year were $508,000, which compares with net finance costs for the previous comparative year of $324,000. This increase reflects the reduction in term deposit holdings due to additional investment in iMoney, and adoption of Accounting Standard AASB 16. Reported NPAT was a $4,360,000 loss, representing an improvement from the prior year reported NPAT loss by $11,280,000. Underlying NPAT increased from the prior year by $4,330,000. Key Operating Metrics Leads iSelect categorises a ‘lead’ across the business (except in the iMoney business unit) as a second-page visit to one of its websites, or an inbound phone call from a potential customer to the Customer Contact Centre. This is considered by management to be a more conservative metric than counting all the unique visits to the homepage as leads. In the case of the iMoney group, the iMoney website has various capture points on the online customer journey. Through this process, a lead is captured only when a customer has entered a certain level of personal information. Conversion Ratio Once a lead is generated, iSelect provides information and purchase support to the customer either via its websites or its Customer Contact Centre. If that results in a customer referral to a product provider, then the lead is considered to have been converted. The conversion ratio is used to measure the efficiency in turning leads into sales. An increase in the conversion ratio increases iSelect’s earnings without the need for additional marketing spend. It should be noted that product sales are subject to clawback provisions and lapses (for example, from customers deciding not to continue with their selected products). The conversion ratio as tabled represents the ‘gross’ conversion of leads, before the impact of clawback and lapses. Revenue Per Sale Revenue per sale (RPS) measures the average revenue generated from each lead that is converted to a sale. It should be noted the RPS of different products sold by the Group varies considerably. Consolidated Key Operating Metrics The Group’s key operating metrics are considered to be “leads”, “conversion ratio” and “RPS”. Throughout this report consolidated key operating metrics are provided. CONSOLIDATED1 Leads (000s) Conversion ratio2 Average RPS3 ($) IMONEY4 Leads (000s) Conversion ratio2 Average RPS3 ($) 2019 3,959 9.6% $440 2019 1,786 29% $8 2018 RESTATED 4,206 11.0% $420 CHANGE (6%) (1.4 p.p.) 5% 2018 CHANGE 798 20% $10 n.m. 9 p.p. (20%) 1 Consolidated operating metrics exclude Money, Connected Home and iMoney 2 Conversion ratio is calculated as the number of gross sales divided by sales leads (ie. average percentage of sales leads that are converted into sales) 3 Average RPS is calculated as gross referred revenue divided by the number of gross sales 4 iMoney shown from date of control on 1 December 2017. n.m = not meaningful Discussion of Consolidated Key Operating Metrics The consolidated key operating metrics for the financial year 2019 are discussed in more detail below. Key operating metrics by segment are also discussed in this Review of Results and Operations, in the section on Segment Performance. Leads Leads (excluding Money and iMoney) decreased by 6% to 3,959,000, as a result of our focus on profitable marketing spend. The Health and Energy & Telecommunications segments had volume declines of 5% and 22%, respectively, while the Life and General segment had an increase of 43%. The decline for the Health business was a combination of slowing market demand and ROI-driven marketing decisions. Volumes for the Energy & Telecommunications segment declined in comparison to unprecedented demand in FY18, and the uplift in Life & General was due to the growth in the newer General Insurance verticals (Home & Contents, Pet and Travel Insurance). In the case of the iMoney group, it must be noted that from a group perspective, prior year comparatives only start at 1 December 2017, being the effective date of control. 34 iSelect Annual Report 2019 Conversion Ratio Conversion (excluding Money and iMoney) declined slightly at 9.6% for the year. The Health segment is stable with a slight decline of 0.5 p.p., reflecting changes in lead composition. The Energy & Telecommunications segment experienced a decline of 0.9 p.p.. The segment was impacted by Cape Town performance up to Q3, with stabilisation initiatives put in place from Q4. Conversion decreased by 2.6 p.p. in the Life & General segment, which relates to the high increase in lead volumes in General Insurance transactional verticals while operationally, conversion in Life Insurance improved 0.8 p.p. year on year. The diversification of lead sources based on the ROI-driven marketing strategy resulted in a marginal decrease of 0.5 p.p. in conversion. Our operational focus continues to be centred on margin optimisation, particularly in the context of regulatory changes in private health insurance. EBITDA increased by 7% to $12,283,000. The 10% decline in operating revenue was more than offset at EBITDA level due to efficiencies in direct costs, reflecting our focus on sustainable profitability. Life and General Insurance Conversion for the iMoney group ended the year at 29%, a 9 p.p. improvement on last year resulting from cross-sell insurance initiatives in Indonesia and Philippines. The Life and General Insurance segment offers comparison, purchase and referral services across a range of life insurance, car insurance and other general insurance products. t r o p e R s r o t c e r i D Revenue Per Sale RPS has increased by 5%, ending the year at $440 (excluding Money and iMoney). This was driven by a changing mix in contribution from each business, with the Health and Life businesses increasing their share of revenue within the Group. FINANCIAL PERFORMANCE Operating revenue 2019 $’000 2018 $’000 RESTATED 24,826 26,916 RPS for iMoney decreased by 20% to $8, mainly due to the large increase in lower RPS insurance sales in Indonesia and Philippines. Segment EBITDA1 Margin % 6,254 25.2 4,468 16.6 8.6 p.p. CHANGE (8%) 40% Segment Performance Commentary on the performance of the reportable segments are based on underlying results as follows. Health The Health segment offers comparison, purchase and referral services across the private health insurance category. KEY OPERATING METRICS Leads (000s) Conversion ratio Average RPS ($) 2019 1,154 7.2% $301 2018 RESTATED CHANGE % 806 9.8% $301 43% (2.6 p.p.) - 2019 $’000 2018 $’000 RESTATED 1 Segment EBITDA excludes certain corporate overhead costs that are not CHANGE allocated at segment level. FINANCIAL PERFORMANCE Operating revenue 79,234 88,179 (10%) Segment EBITDA1 12,283 Margin % KEY OPERATING METRICS Leads (000s) Conversion ratio 15.5 2019 982 9.1% 11,441 13.0 7% 2.5 p.p. 2018 RESTATED CHANGE % 1,036 9.6% (5%) (0.5 p.p.) Average RPS ($) $996 $1,027 (3%) 1 Segment EBITDA excludes certain corporate overhead costs that are not allocated at segment level. The Health segment showed operating revenue declining by $8,945,000 (or 10%) to $79,234,000 against prior comparative period. This was a combination of our marketing strategy to reduce spend on unprofitable lead sources, our focus to provide customers with products that offered better value aligned to their needs, and lower annual rate increases in industry premiums. As a result, average RPS decreased by 3% taking it to $996 for the year. Operating revenue for the Life and General segment decreased by $2,090,000 (or 8%), mostly coming from the Life Insurance category. We continue to adapt to the reduced RPS levels in Life driven by market and regulatory environment changes, maintaining strong compliance and optimising performance in our contact centre to mitigate this. Performance from the new General Insurance businesses was in line with expectations. These businesses delivered top- and bottom-line growth, demonstrating our ability to expand our offering and competitiveness in the growing general insurance market. The Life and General segment’s RPS for the year remained stable, as reductions in Life’s gross RPS were offset by additional volumes and stable RPS from the General Insurance business. The segment posted an EBITDA profit of $6,254,000 compared with the prior year profit of $4,468,000. The year on year EBITDA improvement relates to growth in the General Insurance businesses, some of which launched throughout FY18. iSelect Annual Report 2019 35 Energy and Telecommunications The Energy and Telecommunications segment offers comparison, purchase and referral services across a range of household utilities including electricity, gas and broadband products. FINANCIAL PERFORMANCE Operating revenue Segment EBITDA1 Margin % KEY OPERATING METRICS Leads (000s) Conversion ratio Average RPS ($) 2019 $’000 2018 $’000 RESTATED CHANGE 43,071 54,787 (21%) 7,305 17.0 2019 1,753 11.9% $247 1,046 598% 1.9 15.1 p.p. 2018 RESTATED CHANGE % 2,235 12.8% $226 (22%) (0.9 p.p.) 9% 1 Segment EBITDA excludes certain corporate overhead costs that are not allocated at segment level. The Energy and Telecommunications segment delivered a revenue result of $43,071,000, which was $11,716,000 or 21% lower than previous year. The decline against prior year is partially explained by unprecedented market demand in FY18, with lead volumes also impacted by the exit of an affiliate lead referral partner. Other factors included our marketing spend strategy and the reduction in conversion from the South African contact centre. Despite the decrease in operating revenue, the segment posted an EBITDA profit of $7,305,000 compared with the prior year result of $1,046,000 (a 598% increase). This reflects the efficiency in marketing spend and solid onshore contact centre performance, a result of the Group’s focus on sustainable profitability. Financial position and cash flow CASH FLOW SUMMARY Net cash provided from operating activities Net cash used in investing activities Net cash used in financing activities Net change in cash and cash equivalent 2019 $’000 4,709 2018 $’000 RESTATED CHANGE 8,790 46% (12,337) (20,092) (39%) (3,471) (36,014) (90%) (11,099) (47,316) (77%) FINANCIAL PERFORMANCE SUMMARY 2019 $’000 2018 $’000 RESTATED CHANGE Current assets 75,460 91,457 Non-current assets 150,607 147,234 Total assets 226,067 238,691 Current liabilities Non-current liabilities Total liabilities Net assets Equity 34,555 34,348 68,903 157,164 157,164 43,336 31,418 74,754 163,937 163,937 (18%) 2% (5%) (20%) 9% (8%) (4%) (4%) Capital expenditure and cash flow Net operating cash inflow was $4,709,000, which was $4,081,000 lower than last year. The reduction in operating revenue was offset by lower operational costs. However, net cash was impacted by the increase in trail to upfront revenue mix. In addition, as a result of the loss position reported for FY18, the Group received a net tax refund of $2,327,000 during the year, compared to the prior year net tax paid of $172,000. Net investing cash outflows for the year was $12,337,000. The $7,755,000 decrease in spend in investing activities relates to the Group’s controlling interest acquisition of iMoney in December 2017. Net financing cash outflows for the 2019 year totalled $3,471,000. This included $2,839,000 lease payments and $497,000 interest expense related to leases. The material decrease against the prior year comparative period relates to $32,918,000 paid in share buy-backs and dividends in the prior period. Statement of financial position Net assets have decreased to $157,164,000 at 30 June 2019 from $163,937,000 at 30 June 2018. Current assets have decreased from 30 June 2018 by 18% to $75,460,000. This is driven by a reduction in cash assets, a result of continued investment in technology and further investment in iMoney. The current component of the trail commission asset is $25,626,000, which increased by 16% since 30 June 2018. Non-current assets have increased from 30 June 2018 by 2% to $150,607,000 which is largely due to higher non-current trail commission asset partially offset by capital asset write- offs and Home Loans Goodwill impairment. The non-current component of the trail commission asset is $88,452,000 which increased by 9% since 30 June 2018, mainly due to sales volume and partner mix. Current liabilities decreased from 30 June 2018 to 30 June 2019 by 20% to $34,555,000 primarily due to payments to suppliers in addition to trade related payable balances post 30 June 2018. Non-current liabilities have increased by 9% ending on $34,348,000. This relates to an increase in lease liabilities and deferred tax liabilities. 36 iSelect Annual Report 2019 t r o p e R s r o t c e r i D Future developments and expected results Indemnification and insurance of officers and auditors For the financial year ending 30 June 2019 the Group remains positive about its future performance and continues its strategic focus on sustainable profitability. The Group’s business review initiatives over FY19 were implemented in line with their expected timelines. The following factors are believed to be relevant for the year ahead: • We will continue our focus on profitable marketing spend, while investing heavily in our technology initiatives. Our technology roadmap’s major milestones for FY20 include new funnels, platform rebuild, customer profile and experience, marketing cloud and conversion rate optimisation. This will enable our transition from a transactional to a customer relationship based model. • With increased regulatory activity impacting the Energy and Telecommunications segment, the Group continues to work with providers and regulatory bodies to adapt to market and customer needs. Our sales leakage initiatives focus on improving customer experience and strengthened technological connection with providers will provide increased return and benefits for the Group and its partners, as more efficient processes lead to improvements in customer experience. • The Group has benefited from growth opportunities in the new General Insurance verticals and continues to explore opportunities in the Life Insurance market with strong focus on independence and compliance. General Insurance is expected to continue with top- and bottom- line growth, with the introduction of Small Business Insurance as the newest category in this segment. • The partnership with AFG is expected to continue to provide efficiencies for the Home Loans business, and scaling opportunities for other parts of the Group as lead sources are diversified and cross-sell initiatives are rolled out. • We expect continued investment in iMoney, a key strategic growth pillar for our business. The Group also remains aware of potential risks to its business and will continue to closely monitor and work to mitigate these throughout FY20. These risks include potential changes in government policy and legislation with regard to private health insurance, energy and life insurance, lower than expected cash receipts from future trail commissions, and any commercial decisions taken by product providers currently listed on the Group’s websites. However, the Group is also continuing to invest in the business strategically. Changes in the state of affairs In the Directors’ opinion there have been no significant changes in the state of affairs of the Group during the year. Significant events after balance date No other matters or circumstances have arisen since the end of the period that have significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. During the year the Group paid a premium in respect of a contract insuring the Directors and Officers of the Group against a liability incurred by such a Director or Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Group has not otherwise, during or since the end of the period, indemnified or agreed to indemnify a Director, Officer or Auditor of the Group or of any related body corporate against a liability incurred by such a Director, Officer or Auditor. Proceedings on behalf of the group No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001. Environmental regulation The Group is not subject to significant environmental regulation in respect of its operations. The Group has not incurred any liability (including any liability for rectification costs) under any environmental legislation. Governance In recognising the need for high standards of corporate behaviour and accountability, the Directors have followed the corporate governance statement found on page 20 to 31 of this report. Non-audit services The Directors, with advice provided by the Group’s Audit and Risk Management Committee, are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of the non-audit service provided means that auditor independence was not compromised. Ernst & Young received or are due to receive fees for a non-audit service of $38,110 for regulatory compliance. Auditor’s Independence Declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 in relation to the audit for the year ended 30 June 2019 is on pages 55 of this report. Rounding The Group is of the kind referred to in ASIC Class Order 2016/191, dated 24 March 2016, and in accordance with that Class Order amounts in the Directors’ report and the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated. iSelect Annual Report 2019 37 Remuneration Report This Remuneration Report for the year ended 30 June 2019 outlines the remuneration arrangements of the Group in accordance with the Corporations Act 2001 (the “Act”) and its regulations. This information has been audited as required by section 308(3C) of the Act. The remuneration report is presented under the following sections: 1. Introduction 2. Remuneration governance 3. Senior executive remuneration for the year ended 30 June 2019 4. Senior executive contracts 5. Link between group performance, shareholder wealth and remuneration 6. Non-executive director remuneration 7. Key management personnel shareholdings 8. Key management personnel option holdings 9. Other transactions and balances with KMP and their related parties 38 iSelect Annual Report 2019 t r o p e R n o i t a r e n u m e R 1. Introduction The Remuneration Report details the remuneration arrangements for Key Management Personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group, either directly or indirectly, including any director (whether executive or otherwise) of the Parent entity. The KMP during and since the year ended 30 June 2019 were as follows: CURRENT NON-EXECUTIVE DIRECTORS Chris Knoblanche Shaun Bonett Bridget Fair Melanie Wilson Geoff Stalley CURRENT SENIOR EXECUTIVES Brodie Arnhold Henriette Rothschild Slade Sherman Warren Hebard Vicki Pafumi FORMER SENIOR EXECUTIVES David Christie Independent Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director (appointed 1 December 2018) Executive Director & Chief Executive Officer Chief Operating Officer Chief Experience Officer Chief Marketing Officer Chief Financial Officer (appointed 2 July 2018, interim Chief Financial Officer from 17 November 2017 to 1 July 2018) Chief Strategy Officer, General Counsel & Company Secretary (ceased 26 October 2018) 2. Remuneration Governance 2.1 Remuneration committee In accordance with the Remuneration Committee Charter (“the Charter”), the role of the Remuneration Committee is: • • To review and make recommendations to the Board on remuneration packages and policies related to the Directors and Senior Executives; and To ensure that the remuneration policies and practices are consistent with the Group’s strategic goals and human resources objectives. The Remuneration Committee membership is made up of members of the Board, none of whom are Senior Executives, as determined in accordance with the iSelect Board Charter (“the Board Charter”). For the year ended 30 June 2019: • • Shaun Bonett acted as Chair of the Committee Bridget Fair served as a member of the Committee • Melanie Wilson served as a member of the Committee Details regarding Remuneration Committee meetings are provided in the Directors’ Report. The Remuneration Committee meets as often as is required by the Charter or other policies approved by the Board to govern the Committee’s operation. The Remuneration Committee reports to the Board as necessary, and seeks Board approval as required. iSelect’s CEO attends certain Remuneration Committee meetings by invitation, where management input is required. The CEO is not present during any discussions related to his own remuneration arrangements. 2.2 Information used to set senior Executive Remuneration To ensure the Remuneration Committee has sufficient information to make appropriate remuneration decisions and recommendations, it may seek and consider information from independent remuneration consultants. Remuneration advice provided by such consultants is used to aid decision making, but does not replace thorough consideration of Senior Executive remuneration by the Directors. During the 2019 financial year, iSelect’s Remuneration Committee did not seek a remuneration recommendation from an external consultant in relation to our KMP. iSelect Annual Report 2019 39 3. Senior Executive Remuneration for the Year Ended 30 June 2019 3.1 Remuneration Principles and Strategy iSelect is a fast moving business with a heavy reliance on people to perform, grow and innovate. The aim of the Group’s remuneration strategy is to align iSelect’s remuneration with its strategic direction, create shareholder value and provide a tangible link between remuneration outcomes with both Group and individual performance. Fixed remuneration is set at a level which is competitive with remuneration for professionals with the required skills and expertise to maximise the current and future value of the business. Variable remuneration provides the opportunity for employees to share financially in iSelect’s overall performance and performance of the business when targets are met or exceeded. The Group’s Senior Executive remuneration strategy is designed to: • Align the interests of Senior Executives with shareholders – the remuneration framework incorporates variable components including short term incentives and long term incentives. Performance is assessed against both financial and non-financial targets, goals and key performance indicators that are relevant to the success of the Group and provide acceptable returns for shareholders; and • Attract, motivate and retain high performing individuals – the remuneration framework ensures that the remuneration paid is competitive with that offered by companies to professionals with the required skills and expertise to maximise the current and future value of the business as well as support retention through longer-term remuneration. 3.2 Remuneration Framework Senior Executive remuneration is provided in a mix appropriate to the position, responsibilities and performance of each Senior Executive within the Group and considerations of relevant market practices. For the financial year ended 30 June 2019, Senior Executive remuneration was structured as a mix of Total Fixed and Variable Remuneration utilising short and long term incentive elements. As a result, the relative weightings of the three components are as follows: TOTAL REMUNERATION % (ANNUALISED AT TARGET) FOR FY2019 FIXED VARIABLE TOTAL FIXED REMUNERATION (TFR) SHORT TERM INCENTIVE PLAN (STIP) LONG TERM INCENTIVE PLAN (LTIP) Current Organisation Structure1 Executive Director & CEO Other Senior Executives 55% 51% 28% (50% of TFR) 17% (31% of TFR) 23% (45% of TFR) 26% (50% of TFR) 1 As disclosed in section 1 under “Current Senior Executives” Further details regarding each element of the remuneration mix is provided in section 3.3. 40 iSelect Annual Report 2019 t r o p e R n o i t a r e n u m e R 3.3 Details of Senior Executive remuneration components The following table provides an overview of each of the elements of the remuneration framework with details for the fixed and variable components outlined separately in this section. PARAMETER Objectives DETAILS • align the interests of Senior Executives with shareholders – the remuneration framework incorporates variable components including short term incentives and long-term incentives. Performance is assessed against both financial and non-financial targets, goals and key performance indicators that are relevant to the success of the Group and provide acceptable returns for shareholders, and • attract, motivate and retain high performing individuals – ensure that remuneration paid is competitive with that offered by companies to professions with the required skills and expertise to maximise the current and future value of the business as well as support retention through longer-term remuneration. Benchmark peer groups Below executive level, the prime benchmarking reference is through job evaluation methodology matched to grade levels sourced through AON Hewitt’s market data. Review Remuneration levels are reviewed annually through a remuneration review that considers market data, insights into remuneration trends, the performance of the Group and individual, as well as broader economic environment. Total Fixed Remuneration (TFR) TFR comprises cash salary, employer contributions to superannuation and salary sacrifice benefits. Variable Remuneration (VR) Variable Remuneration is awarded on a contingent basis depending on outcomes against defined targets. Total Remuneration (TR) It is divided into two elements, a short term incentive (STI) and a long-term incentive (LTI), which depend respectively on annual and long term performance measures. The sum of TFR, STI and LTI represents total remuneration (TR). It is intended that when VR is awarded at target levels, the TR will reflect “at target” TR for the benchmark populations. Additionally, when performance is exceptional, it is intended that executives well established in their roles will have the potential for TR to be at or above the 75th percentile of the benchmark population. Total Fixed Remuneration (TFR) TFR consists of base salary and statutory superannuation contributions. Senior Executives may also elect to have a combination of benefits provided out of their TFR including additional superannuation. The value of any non-cash benefits provided to them includes the cost of any fringe benefits tax payable by iSelect as a result of providing the benefit. TFR is not “at risk” and is set using appropriate market benchmark data which considers the individual’s role, responsibility, skills, experience and performance. A review of TFR was undertaken during the 2019 financial year. TFR levels for Senior Executives were increased based on individual performance and to align to targeted remuneration levels. Variable Remuneration Short Term Incentive Plan (STIP) The STIP puts a significant proportion of remuneration “at risk” subject to the achievement of Group financial outcomes and individual performance measures. All Senior Executives are eligible to participate. This provides a tangible link between the interest of employees and the financial performance of the Group. PARAMETER DETAILS Name Objective Type Short Term Incentive Plan (STIP) To align superior outcomes for shareholders with remuneration outcomes for executives and employees; to reward performance; to be competitive in the broad market and to offer attractive levels of reward for out-performance. STIP is a key element in the overall remuneration objective to attract, motivate and retain high-calibre individuals. Annual awards based on annual objectives delivered in cash, with payments made once per year following the announcement of the audited financial results at financial year end. iSelect Annual Report 2019 41 3.3 Details of Senior Executive remuneration components (continued) Variable Remuneration (continued) Short Term Incentive Plan (STIP) (continued) PARAMETER DETAILS Opportunity amount For FY19 the STIP opportunity was 28% for the Executive Director & CEO and 23% of the total remuneration package for Senior Executives. The minimum payout for each measure is 0% of TFR. Performance against the financial targets must be greater than the underlying EBIT target established by the Board in order for any STIP to be paid. For performance above the minimum threshold but below EBIT plus 2%, 30% of the STIP will be payable. Where performance is between the minimum threshold and target, the Board may apply discretion in awarding STIP between 30% and 100%. For performance above EBIT plus 2%, 100% of STIP will be available to be paid with a maximum of 150% for significantly greater performance against EBIT targets. Performance measures The performance measures for the Senior Executives have been adopted to provide a balance between financial and non-financial, Group and individual, operational and strategic aspects of performance. For the Executive Director & CEO, there are three financial measures – Underlying EBIT, operational expenses and Marketing ROI, and a measure of performance against individual goals. Operating expenses were set against the Group’s financial year 2019 budget on an underlying basis. Marketing ROI is set against a target multiple set by the Board. For other Senior Executives there are two performance measures considered within the STIP – a financial measure (Underlying EBIT) and individual goals. The Board uses underlying EBIT as a primary measure to assess the Group’s operating performance while maintaining focus on the Group’s operating results and associated cash generation. Underlying EBIT is set against the Group’s financial year 2019 Budget. Individual goals create personal, non-financial measures specific to each individual’s area of accountability. Goals are aligned to business objectives in the areas of growth and diversification, marketplace efficiency, customer experience, employee experience, platforms and technology, regulatory and compliance requirements and contact centre performance. For the financial year ended 30 June 2019, the relative weightings were as follows: CEO Other Senior Executives Financial measures Individual Goals 50% 50% 50% 50% The Group’s financial performance STIP targets are set by the Board, based on the recommendation of the Remuneration Committee. The CEO’s individual goals are set and measured by the Board with the assistance of the Remuneration Committee. The individual goals of each Senior Executive are set and measured by the CEO. Recommendations by the CEO in relation to payment on the basis of achievement of performance targets set under the STIP are made to the Remuneration Committee. The award of a STI is subject to ongoing employment with satisfactory performance throughout the performance period. Adherence to iSelect’s values and behavioural standards while running their operations is a requirement for achieving satisfactory performance. All elements of the STIP are measured and paid annually following the preparation and completion of the financial statements. Payments are generally made in the September following financial year end. Approval Service and behavioural conditions Payment 42 iSelect Annual Report 2019 t r o p e R n o i t a r e n u m e R 3.3 Details of Senior Executive remuneration components (continued) Change from FY18 A STIP was not applied to the Executive Director & CEO in FY18. Due to the extension of the Executive Director & CEO arrangement, it was determined that it was relevant to more closely align the Executive Director & CEO remuneration with other Senior Executives. The Board, with the assistance of the Remuneration Committee, determined that together with underlying EBIT and individual goals which was applicable to all KMP, the other two financial measures of operating expenses and Marketing ROI were the key priorities for the Executive Director & CEO for FY19 and should have a direct impact on STIP. In FY18 there were three performance measures considered within STIP – EBIT, operating revenue and individual goals. This was changed for Senior Executives in FY19 to one financial measure – Underlying EBIT, removing operating revenue. This was considered critical to reflect the new strategic focus on sustainable profitable growth and therefore sustainable shareholder returns. Long Term Incentive Plan (LTIP) LTIP awards are provided in the form of equity allocations which are made annually according to role size and influence on long-term performance. The equity may vest in the future subject to the Executive meeting service and performance obligations, and the Group meeting or exceeding performance hurdles. Grants were made under the FY19 LTIP in July and November 2018. The details provided in this section relate to these grants during the financial year ended 30 June 2019. A detailed description of the LTI plan operation is provided below. PARAMETER DETAILS Name Objective Type Long Term Incentive Plan (LTIP) The LTIP has been established to provide a long-term incentive component of remuneration to support the attraction, reward and retention of key employees including Senior Executives. The LTIP links long-term reward with the ongoing creation of shareholder value. LTI is conditional equity that may or may not vest in the future. Vesting is subject to the Group meeting or exceeding long-term performance conditions (set out below). Allocation basis and pricing period The basis of LTI awards and allocations is on the face value of an iSelect share calculated as the 5-day VWAP to and including the date the award is granted. Grant The Board’s recommendation for the CEO’s LTI equity award is submitted for approval at the first AGM following the end of the financial year, and the equity grant is made as soon as practicable after shareholder approval has been obtained. LTI equity grants to Senior Executives are made as soon as practicable after Board approval, which is generally at the end of August following the end of the financial year. Allocation amount The value of the allocation is role-based reflecting accountability and influence on long- term Group performance. For FY19: Role CEO Other Senior Executives % of TFR allocation on a Face Value basis 31% 50% Awards are considered soon after the end of the financial year, and take into account demonstrated performance and long-term commitment as assessed at that time. The Board may determine that the allocation should be varied up or down (including to zero). The benchmarks used to determine the allocation levels are described in the Total Remuneration section 3.2. Allocation approval Annual LTI allocations for Senior Executives are approved by the Board on advice from the Remuneration Committee. The CEO makes recommendations to the Remuneration Committee in respect of his direct reports. Instruments Performance Share Rights (PSRs) are the standard vehicle for Senior Executives LTI awards for FY19. A PSR is a right to a fully paid ordinary share in the Company, subject to the fulfilment of performance and service conditions. The PSRs are granted at no cost because they are awarded as remuneration. iSelect Annual Report 2019 43 3.3 Details of Senior Executive remuneration components (continued) Long Term Incentive Plan (LTIP) (continued) PARAMETER DETAILS Dividends and voting rights Service and behavioural conditions Performance condition PSRs carry no dividend entitlements or voting rights. In addition to the performance conditions below, unvested LTI awards will ordinarily be forfeited if the holder does not remain in ongoing employment with satisfactory service through to the end of the performance period. Satisfactory service includes adherence to iSelect’s values and behavioural standards. Awards granted under the FY19 LTIP are subject to a three year performance period for Senior Executives (one year performance period for the Executive Director & CEO) and a relative Total Shareholder Return (TSR) hurdle. The relative TSR target is a market-based performance measure that provides a direct link between Senior Executive reward and shareholder value. It provides an external market measure to encourage and motivate Senior Executive performance which is relative to the designated comparator group, the ASX Small Ordinaries Index excluding mining and energy companies, during the performance period. The ASX Small Ordinaries Index was selected as it was deemed to be the best comparator to the Group’s current size. The ASX Small Ordinaries Index is made up of the small cap members of the ASX 300 Index (ASX members 101-300). Measure Weighting Description of Measure Relative Total Shareholder Return (TSR) 100% The shares will only vest if a certain Total Shareholder Return (TSR) relative to the designated comparator group, the ASX Small Ordinaries Index excluding mining and energy companies, is achieved during the performance period. TSR measures the total change in the value of the shares over the performance period, plus the value of any dividends and other distributions being treated as if they were reinvested in shares. The Group’s TSR is compared against the TSR of the designated comparator group during the performance period. The shares will vest in line with the following relevant TSR vesting schedule: RELATIVE TSR % OF LTI PLAN SHARES THAT VEST Less than 50th Percentile 0% 50th Percentile 50% 50th to 75th Percentile Straight line vesting between 50% and 100% 75th Percentile or more 100% Minimum and maximum value The minimum value of the PSRs is zero. This will be the case where awards are not made, or where service conditions are not met, or where performance conditions are not met and there is no vesting. The maximum present-day value is the present-day face value based on full vesting. The actual future value will of course depend on the future share price and the level of vesting. Pricing period The pricing period for allocation is the 5-day VWAP up to and including the last trading day of the date the award is granted. Vesting and exercise PSRs vest according to the level at which each the performance condition has been met. Exercise of PSRs is automatic on vesting and there is no exercise price. Leaver Where a Senior Executive ceases employment, any unvested LTIP shares will be forfeited in full satisfaction of the corresponding loan unless determined and approved otherwise by the Board. 44 iSelect Annual Report 2019 3.3 Details of Senior Executive remuneration components (continued) Long Term Incentive Plan (LTIP) (continued) PARAMETER DETAILS Malus and clawback Under the rules of the FY19 LTIP, the Board has the power (in certain circumstances) to determine a participants’ interest in any or all of the LTIP shares to be forfeited and surrendered and/or that the value that the participant has derived from any vested shares is set off against any current or future fixed remuneration or annual bonuses owed to the participant. This applies in cases of fraud, dishonesty and breach of obligations, including, without limitation, a material misstatement of financial information whether the action or omission is intentional or inadvertent. In the event of a change of control, the Board may in its absolute discretion, subject to applicable laws, determine that all or a specified number of a participant’s performance rights shall immediately vest having regard to all relevant circumstances including whether performance is in line with any applicable performance conditions. Change of control Legacy Loan Based Share Plan In addition to PSRs, legacy awards that remain unvested as at the date of the reporting period include a loan-based share plan granted in July to October 2017. The performance period for the loan-based share plan is three years, with an exercise price of $2.00 and $1.53 respectively. t r o p e R n o i t a r e n u m e R CEO FY19 LTIP The Board with shareholder approval, granted a one-off award of 2,500,000 shares under the FY19 Long Term Incentive Plan for the Executive Director and Interim CEO, Brodie Arnhold. The grant was awarded as per the LTI plan, but with a performance period of twelve months rather than three years. Following the completion of the performance period for CEO LTIP, 0% of this plan vested as the FY19 LTIP hurdle was not met. Change from FY18 In FY18, two types of LTIP grants were awarded, a loan-based share plan and an additional one-off retention based Performance Rights Plan for eligible Senior Executives. In FY19, grants to Senior Executives were only made via a Performance Rights Plan. The change to the adoption of a single Performance Rights Plan for the long-term incentive plan was to provide a more competitive plan which aligns with our objective to attract and retain high performing talent. 3.4 Details of Senior Executive remuneration outcomes for financial year ended 30 June 2019 Variable Remuneration Short Term Incentive Plan (STIP) The STIP performance outcomes (inclusive of superannuation) for the year ended 30 June 2019 are detailed below: STIP OUTCOME (%) ACTUAL STIP AWARDED STIP FORFEITED (%) Current Senior Executives Brodie Arnhold Henriette Rothschild Slade Sherman Warren Hebard Vicki Pafumi 49% 49% 49% 49% 49% $195,000 $106,290 $98,430 $87,750 $96,080 51% 51% 51% 51% 51% iSelect Annual Report 2019 45 3.4 Details of Senior Executive remuneration outcomes for financial year ended 30 June 2019 (continued) Long Term Incentive Plan (LTIP) The CEO and Eligible Senior Executives received LTIP shares with a grant date of 1 November 2018 and 2 July 2018, respectively. The relevant values of the grants are as follows: RECIPIENT GRANT DATE RELATIVE TSR FAIR VALUE OF AWARDS AT GRANT DATE ONE WEEK VWAP UP TO AND INCLUDING GRANT DATE Executive Director & CEO 1 November 2018 Other eligible Senior Executives 2 July 2018 $0.10 $0.45 $0.67 $0.80 NAME Brodie Arnhold Henriette Rothschild Slade Sherman Warren Hebard Vicki Pafumi NUMBER OF PERFORMANCE AWARDS GRANTED VALUE AT GRANT DATE($)1 MAXIMUM TOTAL VALUE OF GRANT YET TO VEST ($) 2,500,000 486,667 472,222 444,445 486,667 250,000 219,000 212,500 200,000 219,000 250,000 219,000 212,500 200,000 219,000 1 Determined at the time of grant per AASB2. For details on the valuation of the LTIP shares please refer to Note 5.2 of the financial statements. Previous Incentive Plans FY2018 Senior Executive Retention Share Program (vested) During the 2018 financial year, an additional one-off grant was made under the FY2018 Performance Rights Plan for eligible Senior Executives. The grant was made in two tranches which had a performance period of 6 months and 12 months. The FY2018 Retention Performance Rights Plan grant consisted of issuing 60,996 rights to Senior Executives. DETAIL Grant date Performance period (testing date is the last day of the period) FY2018 GRANT OF RETENTION SHARE PROGRAM 1 March 2018 Tranche 1 – 6 months Tranche 2 – 12 months Measure Retention Expiry date Weighting Description of Measure 100% The shares will only vest if the holder of the performance right remains employed with the Group at the time of vesting. There are no performance conditions attached to the Retention Plan. The holder of the grant must remain employed in the Group at the time of vesting, which is 31 August 2018 for Tranche 1 and 28 February 2019 for Tranche 2. Tranche 1 – 31 August 2018 Tranche 2 – 28 February 2019 Fair value of instrument at grant Grant date Fair value of awards at grant date 1 September 2018 1 March 2019 $1.11 $1.08 46 iSelect Annual Report 2019 3.4 Details of Senior Executive remuneration outcomes for financial year ended 30 June 2019 (continued) Previous Incentive Plans (continued) Following the completion of the performance period for Tranche 1 of the Senior Executive Retention Share Program, 100% of this tranche of the FY2018 Retention Share Program vested for holders of the grant who remained employed in the Group as at 31 August 2018. Following the completion of the performance period for Tranche 2 of the Senior Executive Retention Share Program, 100% of this tranche of the FY2018 Retention Share Program vested for holders of the grant who remained employed in the Group as at 28 February 2019. FY2017 LTIP Vesting Outcomes Following the completion of the performance period for the FY2017 LTIP performance period from 1 July 2016 to 30 June 2019, 0% of the FY2017 LTIP vested based on the Board’s assessment of Group performance. With reference to the 5-day VWAP, the total change in the value of iSelect’s share over the performance period was -20%. The 50th percentile of the designated comparator group achieved a TSR of 6% over the performance period and as such, the FY2017 LTIP hurdle was not met. Number of performance awards on issue as at 30 June 2019 BALANCE AT START OF YEAR GRANTED VESTED FORFEITED/ OTHER BALANCE AT END OF YEAR t r o p e R n o i t a r e n u m e R Current Senior Executives Brodie Arnhold - 2,500,000 Henriette Rothschild Slade Sherman Warren Hebard Vicki Pafumi Former Senior Executives 283,333 486,667 - - 200,549 472,222 444,445 486,667 - - - - - - - - (60,996) (7,829) 2,500,000 770,000 472,222 444,445 618,391 David Christie 823,198 - - (823,198) - 3.5 Key Events Impacting Remuneration during the Year Ended 30 June 2019 Chief Strategy Officer, General Counsel & Company Secretary Departure On 26 October 2018, Mr David Christie resigned from his position as Chief Strategy Officer, General Counsel and Company Secretary. David received the following during the financial year ended 30 June 2019 in satisfaction of his contractual entitlements: • A pro-rata amount of his TFR for the period up to 26 October 2018 of $146,648 and superannuation of $6,844; • An amount equivalent to the value of six months TFR ($236,411 and superannuation of $13,688) representing payment in lieu of his contractual six month notice period; • A termination payment of $116,916 comprising payout of his annual leave entitlement, an amount equivalent to 2 weeks TFR representing agreed additional annual leave days and an ex-gratia payment equivalent to the value of 10 weeks salary. iSelect Annual Report 2019 47 3.6 Remuneration Paid to Senior Executives The table below has been prepared in accordance with the requirements of the Corporations Act and relevant Accounting Standards. - R O F R E P E C N A M D E T A L E R $ L A T O T $ - I M R E T I N O T A N T N E M Y A P $ 1 S E R A H S S N O T P O I $ $ E R A H S D E L T T E S Y T U Q E I T N E M Y A P D E S A B E S N E P X E G N O L M R E T I S T F E N E B G N O L I E C V R E S E V A E L $ T S O P - Y O L P M E T N E M I S T F E N E B I S T F E N E B M R E T T R O H S R E P U S $ R E H T O $ I P T S $ Y R A L A S $ R A E Y I E L T T D N A E M A N s e v i t u c e x E r o n e S t n e r r u C i 48 iSelect Annual Report 2019 - 6 9 5 0 3 1 , 0 0 0 5 4 4 , , 5 0 4 3 3 2 , 1 , 7 5 9 5 3 2 , 3 7 3 6 9 6 0 0 5 2 4 , 3 7 6 5 1 4 , - , 0 1 7 8 5 1 3 6 2 9 6 1 , 9 9 6 8 9 5 , , 1 6 6 0 3 2 2 6 1 , 5 5 6 9 2 2 5 5 , 3 3 6 3 7 2 , , 7 1 4 4 5 1 , 7 1 4 4 5 5 - 1 3 9 4 9 , - - - - - - - - - - - 0 0 0 0 5 2 , 7 6 6 9 2 1 , 0 0 5 2 4 , - 3 3 8 0 7 , 1 8 5 4 3 1 , 9 2 2 5 5 , - 7 6 6 6 6 , - - - - - - - - - - - - - - - - - - - - - - 3 8 8 3 2 , 7 1 9 2 2 , 2 3 5 0 2 , 8 2 9 9 , 0 0 5 4 2 , 5 1 2 3 1 , 1 3 5 0 2 , 2 1 0 5 , - - - - - - - - - - 0 0 0 5 9 1 , 5 0 4 8 8 7 , - 6 9 5 0 3 1 , 9 1 0 2 8 1 0 2 r e c ffi O e v i t u c e x E i f e h C l d o h n r A e d o r B i d l i h c s h t o R e t t e i r n e H - 6 5 2 0 5 3 , 8 1 0 2 0 9 2 6 0 1 , , 3 3 5 6 3 4 9 1 0 2 r e c ffi O g n i t a r e p O i f e h C n a m r e h S e d a S l - 2 8 7 8 4 1 , 8 1 0 2 0 3 4 8 9 , 4 0 9 8 0 4 , 9 1 0 2 r e c ffi O e c n e i r e p x E i f e h C i m u f a P i k c i V 0 8 0 6 9 , , 1 0 0 0 0 4 - 9 8 1 , 5 0 2 9 1 0 2 8 1 0 2 r e c ffi O l i i a c n a n F f e h C i - 9 1 9 9 8 , 8 1 0 2 0 5 7 7 8 , 9 6 4 9 7 3 , 9 1 0 2 r e c ffi O g n i t e k r a M i f e h C d r a b e H n e r r a W 3.6 Remuneration Paid to Senior Executives (continued) - R O F R E P E C N A M D E T A L E R $ L A T O T $ - I M R E T I N O T A N T N E M Y A P $ 1 S E R A H S S N O T P O I $ $ E R A H S D E L T T E S Y T U Q E I T N E M Y A P D E S A B E S N E P X E G N O L M R E T I S T F E N E B G N O L I E C V R E S E V A E L $ T S O P - Y O L P M E T N E M I S T F E N E B I S T F E N E B M R E T T R O H S R E P U S $ R E H T O $ I P T S $ Y R A L A S $ R A E Y I E L T T D N A E M A N s e v i t u c e x E r o n e S r e m r o F i , 1 3 8 2 2 2 , 1 8 6 5 9 6 - , 7 0 5 0 2 5 , 5 1 0 7 6 3 - - - - - - - , 8 9 2 5 3 2 , 1 0 6 5 0 2 3 , - , 1 4 2 9 4 1 , 1 , 2 7 6 5 8 5 - - , 1 9 8 0 2 2 1 8 4 7 5 , - - 3 5 2 4 2 3 , 7 8 7 8 9 1 , - - - - - - - , 1 3 8 2 2 2 , 3 6 5 8 5 2 4 , , 9 0 6 3 6 4 3 , , 5 1 0 7 6 3 8 4 7 , 1 5 6 0 4 9 , 1 4 8 0 6 5 0 2 3 , - - - - - - - - - - - - - - - - - - - - 4 4 8 6 , 0 0 0 0 3 , - 0 0 5 2 2 , - 0 0 5 2 1 , - 8 0 9 0 1 , 0 9 2 6 9 , 0 8 9 6 2 1 , - - - - - - - - - - - 9 2 1 , 4 7 1 , 2 8 1 0 2 - - - - - - - - 0 5 5 3 8 5 , 8 4 6 6 4 1 , 0 5 8 2 4 4 , 9 1 0 2 8 1 0 2 r e c ffi O y g e t a r t S i f e h C - 9 6 0 , 1 4 5 9 1 0 2 8 1 0 2 r e c ffi O e v i t u c e x E i f e h C ) 7 1 0 2 r e b m e v o N 7 1 d e s a e c ( s n n I l y r r a D ) 8 1 0 2 l i r p A 3 2 d e s a e c ( n o s l i W t t o c S ) 8 1 0 2 r e b o t c O 6 2 d e s a e c ( e i t s i r h C d v a D i - 0 1 9 0 5 1 , 9 1 0 2 8 1 0 2 r e c ffi O l i i a c n a n F f e h C i 8 5 5 4 1 1 , 8 1 0 2 - 9 1 0 2 r e c ffi O g n i t e k r a M i f e h C , 0 6 9 9 5 5 2 , 9 1 0 2 r e m r o F & t n e r r u C l a t o T P M K ) 8 1 0 2 y r a u r b e F 1 d e s a e c ( s y v a D e n d a r e G i l t r o p e R n o i t a r e n u m e R . i s e v i t u c e x E r o n e S y b d e v e c e r i s t n e m y a p l a u t c a t c e fl e r l t o n o d d n a s e u a v g n i t n u o c c a n o d e s a b e r a s n m u o c l s t n e m y a p d e s a b e r a h s d e l t t e s y t i u q e e h t i r e d n u d e d v o r p s e r u g fi e h T 1 iSelect Annual Report 2019 49 4. Senior Executive contracts Remuneration arrangements for Senior Executives with service during the year ended 30 June 2019 are formalised in employment contracts. All contracts are for an unlimited duration, except for the Executive Director and CEO, which has a contract review date on 30 June 2020. During FY19 the notice period for all Senior Executives, except for the Executive Director and CEO, was increased from 3 months to 6 months notice to provide greater executive stability and align to general market practice. CURRENT SENIOR EXECUTIVES Brodie Arnhold • 30 days notice by either party. • Where employment terminates prior to a bonus being paid, or a bonus is due to be paid during gardening leave, may receive a bonus payment at the discretion of the Board. Henriette Rothschild • 6 months notice by either party (or payment in lieu). • Where employment terminates prior to a bonus being paid, or a bonus is due to be paid during gardening leave, may receive a bonus payment at the discretion of the Board. Slade Sherman • 6 months notice by either party (or payment in lieu). • Where employment terminates prior to a bonus being paid, or a bonus is due to be paid during gardening leave, may receive a bonus payment at the discretion of the Board. Warren Hebard • 6 months notice by either party (or payment in lieu). • Where employment terminates prior to a bonus being paid, or a bonus is due to be paid during gardening leave, may receive a bonus payment at the discretion of the Board. Vicki Pafumi • 6 months notice by either party (or payment in lieu). • Where employment terminates prior to a bonus being paid, or a bonus is due to be paid during gardening leave, may receive a bonus payment at the discretion of the Board. FORMER SENIOR EXECUTIVES David Christie • 6 months notice by either party (or payment in lieu). • Where employment terminates prior to a bonus being paid, or a bonus is due to be paid during gardening leave, may receive a bonus payment at the discretion of the Board. 5. Link between group performance, shareholder wealth and remuneration The variable or “at risk” remuneration of Senior Executives is linked to the Group’s performance through measures based on the operating performance of the business. 5.1 Group performance and STIP For the year ended 30 June 2019 a significant proportion of the STIP award was determined with reference to underlying EBIT. Underlying EBIT The underlying EBIT result for the year ended 30 June 2019 was profit of $15,151,000. Details regarding reported and underlying EBIT performance of the business are provided in the Review of Results and Operations section of the Directors’ Report. 5.2 Group performance and LTI plan grants LTIP grants were made in the financial year ended 30 June 2019. Grants made to Senior Executives in financial year 2019 are linked to Relative TSR. 50 iSelect Annual Report 2019 5.3 Group performance MEASURE Share price at year end 5 day VWAP to 30 June FY2019 $0.62 $0.62 FY2018 RESTATED1 $0.82 $0.80 FY2017 FY2016 FY2015 $2.01 $1.99 $1.25 $1.26 $1.44 $1.45 - t r o p e R n o i t a r e n u m e R Dividend paid per security - 1.5 cents 5.5 cents 2.5 cents Reported EBIT ($2,252,000) ($15,278,000) $22,534,000 $15,034,000 $12,263,000 Operating revenue $154,585,000 $178,139,000 $185,101,000 $171,865,000 $157,214,000 Reported earnings per share (1.7 cents) (7.0 cents) 7.1 cents 5.1 cents 3.7 cents 1 Restated due to retrospective adoption of new Accounting Standards. The EBIT, operating revenue and reported earnings per share as per the financial year 2018 audited financial statements were EBIT $12,941,000 loss, $181,439,000 operating revenue and 6.0 cents reported loss per share. 6. Non-Executive Director remuneration 6.1 Remuneration policy The Group’s Non-Executive Director remuneration strategy is designed to: • Attract and retain Directors of the highest calibre – ensure remuneration is competitive with companies of a similar size and complexity. Independence and impartiality of directors is aided by no element of Director remuneration being ‘at risk’ (i.e. Remuneration is not based upon Group performance); and Incur a cost that is acceptable to shareholders – the aggregate pool is set by shareholders with any change requiring shareholder approval at a general meeting. • 6.2 Remuneration arrangement Maximum aggregate remuneration The aggregate remuneration paid to Non-Executive Directors is capped at a level approved by shareholders. The current Non-Executive Director fee pool was set at $950,000 on 31 May 2013. The amount of aggregate remuneration is reviewed annually with no increase in the Non-Executive Director fee pool during the financial year ended 30 June 2019. Board and Committee fees, as well as statutory superannuation contributions made on behalf of the Non-Executive Directors, are included in the aggregate fee pool. Non-Executive Director fees for the financial year ended 30 June 2019 The table below provides details of Board and Committee fees (inclusive of superannuation) for the year ended 30 June 2019. Director member fees have not increased during financial year 2019 and the remuneration of Non-Executive Directors does not include any commission, incentive or percentage of profits. All committee members are also members of the Board. No additional fees are paid to Board members for their participation on committees, apart from where they act as a Chair of the committee. Fees are annualised and include superannuation. Chair Board Member Audit and Risk Management Committee Remuneration Committee Nomination Committee FEE ($) 270,000 95,000 10,000 10,000 10,000 iSelect Annual Report 2019 51 6.3 Key Events Impacting Remuneration and makeup of Non-Executive Directors during the year ended 30 June 2019 During the financial year, Geoff Stalley was appointed as Non-Executive Director on 1 December 2018. 6.4 Remuneration Paid to Non-Executive Directors for the Year Ended 30 June 2019 FEES & ALLOWANCES $ SHORT TERM BENEFITS $ SUPER $ OTHER $ TOTAL $ NON-EXECUTIVE DIRECTORS Chris Knoblanche 2019 2018 Shaun Bonett 2019 2018 Bridget Fair 2019 2018 Melanie Wilson 2019 2018 246,576 246,576 105,023 105,023 86,758 86,758 95,890 88,425 Geoff Stalley (appointed 1 December 2018) 2019 2018 TOTAL 2019 2018 50,610 - 584,857 526,782 - - - - - - - - - - - - 23,424 23,424 9,977 9,977 8,242 8,242 9,110 8,400 4,808 - 55,561 50,043 - - - - - - - - - - - - 270,000 270,000 115,000 115,000 95,000 95,000 105,000 96,825 55,418 - 640,418 576,825 The total remuneration of Non-Executive Directors as per the financial year 2018 audited financial statements was $664,325. The financial year 2018 total displayed in the main table above ($576,825) does not include former Non- Executive Directors from financial year 2018 who had nil remuneration in financial year 2019. 52 iSelect Annual Report 2019 t r o p e R n o i t a r e n u m e R 7. Key Management Personnel Shareholdings The numbers of ordinary shares in iSelect Limited held during the financial year (directly and indirectly) by KMP of the Group and their related parties are set out below: BALANCE AT START OF YEAR GRANTED AS REMUNERATION LAPSED/ FORFEITED OTHER CHANGES BALANCE AT END OF YEAR Current Senior Executives Brodie Arnhold Henriette Rothschild Slade Sherman Warren Hebard Vicki Pafumi 291,084 48,076 14,000 - 99,009 Current Non-Executive Directors Chris Knoblanche1 Shaun Bonett Bridget Fair Melanie Wilson Geoff Stalley1 343,091 2,500,000 80,728 43,242 - Former Senior Executives2 David Christie 1,040,828 - - - - 60,996 - - - - - - - - - - - - - - - - - - - - - - 75,000 - - - 30,000 291,084 48,076 14,000 - 160,005 418,091 2,500,000 80,728 43,242 30,000 - 1,040,828 1 2 All increases in shareholdings during financial year 2019 were by way of on-market purchases. Balance is as at the date they cease being KMP. 8. Key Management Personnel Option Holdings There were no options in iSelect Limited held during the financial year (directly or indirectly) by KMP of the Group and their related parties. 9. Other transactions and balances with KMP and their related parties Precision Group of Companies Pty Ltd During the year, lease and outgoing payments totaling $319,552 have been made to Precision Group of Companies Pty Ltd and its related entities (“Precision Group”), of which Mr Shaun Bonett is a Director and controlling shareholder. The Group also paid Precision Group $300,000 to allow for the variation of its existing property leases. The lease agreements were terminated effective 30 June 2019. The amount payable to Precision Group of Companies Pty Ltd as at 30 June 2019 was $284. Mr Bonett was not present during any discussions relating to the terms and conditions of the lease agreements. Prezzee Pty Ltd During the year, the Group paid Prezzee Pty Ltd $309,469 in relation to digital gift cards for customer and staff incentives. Prezzee Pty Ltd is considered to be a related party of the Group due to Precision Group’s investment in Prezzee Pty Ltd. The amount payable to Prezzee Pty Ltd as at 30 June 2019 was $10,700. Mr Bonett is not an officer or Director of Prezzee Pty Ltd. iSelect Annual Report 2019 53 This Directors’ Report and Remuneration Report is signed in accordance with a resolution of the Directors. On behalf of the Directors Chris Knoblanche AM Director Melbourne, 20 August 2019 Melanie Wilson Director Melbourne, 20 August 2019 54 iSelect Annual Report 2019 Auditor’s Independence Declaration n o i t a r a l c e D e c n e d n e p e d n I s ’ r o t i d u A iSelect Annual Report 2019 55 Financial Statements About this report This is the financial report for iSelect Limited and its controlled entities. iSelect Limited (the “Company”) is a for-profit entity limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (Code: ISU). The consolidated financial statements of the Company as at and for the year ended 30 June 2019 comprise the financial statements of the Company and its subsidiaries (as outlined in note 6.2), together referred to in these financial statements as the “Group” and individually as “Group entities”. The financial report of iSelect Limited for the year ended 30 June 2019 was authorised for issue in accordance with a resolution of Directors on 20 August 2019. Reading the financials Section introduction Introduction at the start of each section outlines the focus of the section and explains the purpose and content of that section. Information panel The information panel describes our key accounting estimates and judgements applied in the preparation of the financial report which are relevant to that section or note. Contents Basis of preparation of the financial report Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Section 1: Basis of preparation 1.1 1.2 Terminology used 1.3 Key judgements and estimates 1.4 Basis of consolidation 1.5 Foreign currency 1.6 Changes in amended standards and interpretations 1.7 Other accounting policies Section 2: Performance for the year 2.1 Segment information 2.2 Revenue from contracts with customers 2.3 Other income and expenses 2.4 Earnings per share 2.5 Cash and cash equivalents 2.6 Taxes Section 3: Our core assets and working capital 3.1 Property, plant and equipment 3.2 Goodwill and other intangible assets 3.3 Trade receivables and contract assets 3.4 Trail commission asset 3.5 Leases 3.6 Provisions Section 4: Our capital and risk management 4.1 Dividends 4.2 Equity 4.3 Capital management 4.4 Financial instruments and risk management Section 5: Our people 5.1 Key management personnel compensation 5.2 Employee share plans Section 6: Our investments 6.1 Parent entity disclosures 6.2 Subsidiaries 6.3 Changes in group structure 6.4 Deed of cross guarantee Section 7: Other information 7.1 Other accounting policies 7.2 Related party transactions 7.3 Auditor’s remuneration 7.4 Events after the reporting date 7.5 Commitments and contingencies 57 59 61 62 63 63 63 63 63 63 64 67 68 68 69 70 71 72 73 77 77 79 83 84 85 87 88 88 88 89 90 93 93 93 99 99 99 100 101 102 102 102 102 103 103 56 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2019 Revenue from contracts with customers – continuing operations Upfront revenue Trail commission revenue Total revenue from contracts with customers Cost of sales Gross Profit Other income Administrative expenses Impairment loss Loss on disposal of property, plant and equipment and intangible assets Share-based payments expense Share of loss from associate, net of tax Depreciation and amortisation Profit/(Loss) Before Interest and Tax Finance income Finance costs Net Finance Costs Profit/(Loss) Before Income Tax Expense Income tax benefit/(expense) Profit/(Loss) for the Period from Continuing Operations Discontinued Operations Profit/(loss) before tax for the period from discontinued operations Income tax benefit/(expense) Profit/(loss) after tax for the period from discontinued operations CONSOLIDATED 2019 2018 NOTE $’000 $’000 RESTATED (SECTION 1.6) 2.2 2.2 2.3 2.3 2.3 2.6 2.6 119,427 34,732 154,159 (101,196) 52,963 1,404 (37,966) (4,967) (3,247) (985) - (8,242) (1,040) 119 (632) (513) (1,553) (450) (2,003) (1,207) (1,150) (2,357) 143,924 33,007 176,931 (131,792) 45,139 645 (34,573) - - (333) (403) (9,070) 1,405 413 (746) (333) 1,072 17 1,089 (16,674) (55) (16,729) Loss for the Period (4,360) (15,640) iSelect Annual Report 2019 57 Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued) For the year ended 30 June 2019 CONSOLIDATED 2019 2018 NOTE $’000 $’000 RESTATED (SECTION 1.6) Other Comprehensive Income Items that are or may be reclassified to profit or loss Foreign operations – foreign currency translation movements Other Comprehensive Income Net of Tax Total Comprehensive Income for the Period Profit/(Loss) attributable to Owners of the Company Non-controlling interests Total comprehensive income attributable to Owners of the Company Non-controlling interests Earnings/(loss) per share (cents per share) Basic profit/(loss) for the year attributable to ordinary equity holders of the parent Diluted profit/(loss) for the year attributable to ordinary equity holders of the parent 2.4 2.4 The accompanying notes form part of these consolidated financial statements. 20 20 (24) (24) (4,340) (15,664) (3,658) (702) (4,360) (3,646) (694) (4,340) (1.7) (1.7) (15,423) (217) (15,640) (15,447) (217) (15,664) (7.0) (7.0) 58 iSelect Annual Report 2019 Consolidated Statement of Financial Position As at 30 June 2019 ASSETS Current Assets Cash and cash equivalents Trade receivables and contract assets Trail commission asset Income tax receivable Other assets Total Current Assets Non-Current Assets Trail commission asset Property, plant and equipment Goodwill and other intangible assets Investment in associated entities Net deferred tax assets Other assets Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Lease liabilities Provisions Other Total Current Liabilities Non-Current Liabilities Lease liabilities Provisions Net deferred tax liabilities Other Total Non-Current Liabilities Total Liabilities Net Assets CONSOLIDATED 2019 2018 AS AT 1 JULY 2017 NOTE $000 $’000 RESTATED (SECTION 1.6) $’000 RESTATED (SECTION 1.6) s t n e m e t a t S l a i c n a n i F 2.5 3.3 3.4 2.6 3.4 3.1 3.2 2.6 3.5 3.6 3.5 3.6 2.6 21,956 22,989 25,626 679 4,210 33,045 80,395 28,710 22,103 3,006 4,593 32,761 17,827 1,840 4,009 75,460 91,457 136,832 88,452 9,353 50,582 - 2,195 25 80,817 8,198 56,257 - 1,937 25 75,737 12,159 53,357 4,852 - 25 150,607 147,234 146,130 226,067 238,691 282,962 25,153 2,569 6,135 698 33,978 30,789 2,599 5,701 1,058 2,583 7,098 1,196 34,555 43,336 41,666 6,773 418 26,982 175 34,348 68,903 5,934 343 25,141 - 31,418 74,754 7,420 446 23,950 - 31,816 73,482 157,164 163,937 209,480 iSelect Annual Report 2019 59 Consolidated Statement of Financial Position (continued) As at 30 June 2019 CONSOLIDATED 2019 2018 AS AT 1 JULY 2017 NOTE $000 $’000 RESTATED (SECTION 1.6) $’000 RESTATED (SECTION 1.6) 4.2 4.2 111,290 9,519 38,510 159,319 (2,155) 111,066 8,745 42,168 130,812 8,687 69,981 161,979 209,480 1,958 - 157,164 163,937 209,480 EQUITY Contributed equity Reserves Retained earnings Equity attributable to owners of the Company Non-controlling interest Total Equity The accompanying notes form part of these consolidated financial statements. 60 iSelect Annual Report 2019 Consolidated Statement of Changes in Equity For the year ended 30 June 2019 I Y T U Q E L A T O T S T S E R E T N I L A T O T - N O N G N I L L O R T N O C I D E N A T E R I S G N N R A E I N G E R O F Y C N E R R U C I N O T A L S N A R T E V R E S E R S S E N S U B I D E S A B E R A H S I N O T A N B M O C I E V R E S E R T N E M Y A P E V R E S E R I D E T U B R T N O C I Y T U Q E 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ 0 0 0 $ ’ Y N A P M O C E H T F O S R E N W O O T E L B A T U B R T T A I 0 8 4 9 0 2 , - 0 8 4 9 0 2 , 1 8 9 9 6 , ) 4 2 ( ) 0 4 6 5 1 ( , ) 4 6 6 5 1 ( , 5 7 1 , 2 4 6 8 ) 8 2 5 0 2 , ( ) 0 9 3 2 1 ( , ) 7 1 2 ( - ) 7 1 2 ( 5 7 1 , 2 - - - ) 4 2 ( - ) 3 2 4 5 1 ( , ) 3 2 4 5 1 ( , ) 7 4 4 5 1 ( , ) 3 2 4 5 1 ( , - 4 6 8 ) 8 2 5 0 2 , ( - - - ) 0 9 3 2 1 ( , ) 0 9 3 2 1 ( , - - - - - - ) 4 2 ( ) 4 2 ( 1 7 5 5 , 6 1 1 , 3 2 1 8 0 3 1 , 7 1 0 2 y u J 1 l t a e c n a a B l ) 6 . 1 n o i t c e s ( ) d e t a t s e r ( - - - - - - - - - - - - - 2 8 - - - e m o c n i i e v s n e h e r p m o c r e h t O e m o c n I e v i s n e h e r p m o C l a t o T d o i r e p e h t r o f s s o L s r e n w O s a y t i c a p a C r i e h t n i s r e n w O h t i w s n o i t c a s n a r T - 2 8 7 ) 8 2 5 0 2 , ( s t n e m y a p d e s a b - e r a h s f o n o i t i n g o c e R l a t i p a c e r a h s f o k c a b - y u B I C N h t i i w y r a d s b u s f i o n o i t i s u q c A i - i d a p s d n e d v D i i 7 3 9 3 6 1 , 8 5 9 , 1 9 7 9 , 1 6 1 8 6 1 , 2 4 ) 4 2 ( 1 7 5 5 , 8 9 1 , 3 6 6 0 , 1 1 1 8 1 0 2 e n u J 0 3 t a e c n a a B l 0 2 8 2 1 - ) 0 6 3 4 , ( ) 2 0 7 ( ) 8 5 6 3 , ( ) 8 5 6 3 , ( ) 0 4 3 4 , ( ) 4 9 6 ( 6 8 9 - ) 9 1 4 3 , ( ) 9 1 4 3 , ( - 6 8 9 - - ) 6 4 6 3 ( , ) 8 5 6 3 ( , - 2 1 2 1 - - - - - - - - - - - 2 6 7 - - - e m o c n i i e v s n e h e r p m o c r e h t O e m o c n I e v i s n e h e r p m o C l a t o T d o i r e p e h t r o f s s o L s r e n w O s a y t i c a p a C r i e h t n i s r e n w O h t i w s n o i t c a s n a r T - 4 2 2 - e r a h s f o n o i t i n g o c e r / s e r a h s f o e u s s I s t n e m y a p d e s a b I C N h t i i w y r a d s b u s f i o n o i t i s u q c A i 4 6 1 , 7 5 1 s t n e m e t a t S l a i c n a n i F ) 5 5 1 , 2 ( 9 1 3 9 5 1 , 0 1 5 8 3 , ) 2 1 ( 1 7 5 5 , 0 6 9 3 , 0 9 2 , 1 1 1 9 1 0 2 e n u J 0 3 t a e c n a a B l . s t n e m e t a t s l i a c n a n fi d e t a d i l o s n o c e s e h t f o t r a p m r o f i s e t o n g n y n a p m o c c a e h T iSelect Annual Report 2019 61 Consolidated Statement of Cash Flows For the year ended 30 June 2019 Cash Flows from Operating Activities Receipts from customers Payments to suppliers and employees Interest received Income taxes refunded / (paid) Net cash provided from operating activities Cash Flows from Investing Activities Payments for property, plant and equipment and intangible assets Acquisition of subsidiary, net of cash acquired and subsidiary loan Net cash used in investing activities Cash Flows from Financing Activities Repayment lease liabilities Interest paid Proceeds from issue of ordinary shares Repayment of shareholder loans Payments for share buy-backs Dividends paid to shareholders of the parent Net cash used in financing activities Net decrease in cash and cash equivalents Net foreign exchange difference Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year The accompanying notes form part of these consolidated financial statements. CONSOLIDATED 2019 $’000 NOTE 2018 $’000 RESTATED (SECTION 1.6) 166,129 (163,879) 132 2,327 4,709 192,041 (183,538) 459 (172) 8,790 (8,918) (3,419) (9,871) (10,221) (12,337) (20,092) (2,839) (632) - - - - (3,471) (11,099) 10 33,045 21,956 (2,700) (755) 517 (158) (20,528) (12,390) (36,014) (47,316) (34) 80,395 33,045 2.6 2.5 2.5 4.1 2.5 62 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F Notes to the Financial Statements For the year ended 30 June 2019 Section 1: Basis of preparation This section explains basis of preparation of our financial report and provides a summary of our key accounting estimates and judgements. 1.1 Basis of preparation of the financial report 1.4 Basis of consolidation The financial report is a general purpose financial report which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards, International Financial Reporting Standards (IFRS) and other authoritative pronouncements of the Australian Accounting Standards Board. It has been prepared on a historical cost basis. The financial report is presented in Australian dollars unless otherwise noted. The Company is a company of the kind referred to in ASIC Class Order 2016/191, dated 24 March 2016, and in accordance with that Class Order, amounts in the Directors’ Report and the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated. 1.2 Terminology used Earnings before interest and income tax expense (EBIT) reflects profit or loss for the year prior to including the effect of net finance costs and income taxes. Our management uses EBIT and earnings before interest, income tax expense, depreciation and amortisation and loss on associate (EBITDA), in combination with other financial measures, primarily to evaluate the Group’s operating performance. In addition, the Directors believe EBIT is useful to investors because analysts and other members of the investment community largely view EBIT as a key and widely recognised measure of operating performance. EBITDA is a similar measure to EBIT, but it does not take into account depreciation, amortisation and loss from associate. The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June 2019. A list of controlled entities (subsidiaries) at year end is contained in note 6.2. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets, liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: • • • the power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); the exposure, or rights, to variable returns from its involvement with the investee, and has the ability to use its power over the investee to affect its returns. 1.3 Key judgements and estimates 1.5 Foreign currency In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are found in the following notes: NOTE SECTION PAGE 2.2 2.6 3.1 3.2 3.3 3.4 3.6 5.2 Revenue from contracts with customers Taxes Property, plant and equipment Goodwill and other intangible assets Trade receivables and contract assets Trail commission asset Provisions Employee share plans 69 73 77 79 83 84 87 93 The Group’s consolidated financial statements are presented in Australian dollars, which is also the Parent’s functional currency. Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss. On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. iSelect Annual Report 2019 63 1.6 Changes in amended standards and Trail commission revenue Trail commission revenue (and upfront revenue) includes one performance obligation relating to the referral of customers to product providers. iSelect has determined that revenue from the referral of customers should be recognised at the point in time when a referral is made. Therefore, the adoption of AASB 15 did not have an impact on the timing of cash flows, however, the amount of revenue to be recognised in relation to trail commission revenue was affected, as noted below. The method of revenue recognition (and valuation) of the trail commission asset, which represents a contract asset under AASB 15, requires the Directors and management to make certain estimates and assumptions based on industry data and the historical experience of the Group. In undertaking this responsibility, the Group engaged Deloitte Actuaries and Consultants Limited, a firm of consulting actuaries, to assist in reviewing the accuracy of assumptions for health, mortgages and life trail revenue. These estimates and assumptions include, but are not limited to: termination or lapse rates, mortality rates, inflation, forecast fund premium increases and the estimated impact of known Australian Federal and State Government policies. These factors are all inputs in assessing entitlement to the trail commission under the new standard using the expected value method. AASB 15 requires the Group to constrain these variable considerations to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. In determining the extent of constraint necessary to ensure to a high probability that a significant reversal of revenue will not occur, the Group has performed a detailed assessment of the accuracy of previously forecast assumptions against historical results. This assessment has resulted in an additional level of conservatism being applied to lapse rates and pricing increase assumptions. This results in a decrease in the value of the asset. The application of the additional level of conservatism will also impact the future recognition of trail commission revenue and subsequent measurement of the trail commission asset. Contracts containing trail commissions have been deemed to be “contract assets” under AASB 15. interpretations The Group applies, for the first time, AASB 9 Financial Instruments, AASB 15 Revenue from Contracts with Customers and AASB 16 Leases that require restatement of previous financial statements. The nature and effect of these changes are disclosed below. AASB 9 Financial Instruments In December 2014, the AASB issued the final version of AASB 9 Financial Instruments that replaces AASB 139 Financial Instruments: Recognition and Measurement and all previous versions of AASB 9. AASB 9 brings together all three aspects of the accounting for financial instruments project: classification and measurement, impairment and hedge accounting. Classification and measurement The adoption of AASB 9 has not had a significant impact on the balance sheet or equity on applying the classification and measurement requirements of AASB 9. Loans as well as trade receivables are held to collect contractual cash flows and are expected to give rise to cash flows representing solely payments of principal and interest. The Group analysed the contractual cash flow characteristics of those instruments and concluded that they meet the criteria for amortised cost measurement under AASB 9. Therefore, reclassification for these instruments is not required. Impairment AASB 9 requires the Group to record expected credit losses on all of its loans and trade receivables, either on a 12-month or lifetime basis. The Group applies the simplified approach and record lifetime expected losses on all trade receivables. There has not been a material impact on transition, as a result of the low credit risk associated with the Group’s debtors and historical credit experience, adjusted for forward-looking factors. AASB 15 Revenue from Contracts with Customers AASB 15 supersedes AASB 118 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under AASB 15, revenue is recognised at an amount that reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. The Group adopted AASB 15 using the full retrospective method. The effect of adopting AASB 15 is as follows: 64 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F 1.6 Changes in amended standards and Advertising and subscription fees interpretations (continued) Impact on the Statement of Financial Position (increase / (decrease)) Assets Trail commission asset Total current assets 30 JUNE 2018 $’000 1 JULY 2017 $000 (660) (660) (827) (827) Trail commission asset (21,925) (18,412) Total non-current assets (21,925) (18,412) Total assets (22,585) (19,239) Equity Retained earnings Total equity Liabilities (15,810) (13,467) (15,810) (13,467) Deferred tax liabilities (6,775) (5,772) Total non-current liabilities (6,775) (5,772) Total liabilities (6,775) (5,772) Impact on the Statement of Profit or Loss (increase / (decrease)) for the year ended 30 June 2018 Trail commission revenue Income tax expense Profit for the period $’000 (3,347) (1,004) (2,343) There is no material impact on the Statement of Cash Flows. The impact on basic and diluted EPS is as follows: INCREASE/ (DECREASE) CENTS (1.0) (1.0) Basic profit/(loss) for the period attributable to ordinary equity holders of the parent Diluted profit/(loss) for the period attributable to ordinary equity holders of the parent Under the current accounting policy, revenue for contracted services, including advertising and subscription fees, are recognised systematically over the term of the contract. Revenue for services provided other than pursuant to a defined period contract are recognised during the month services are provided. Under AASB 15, the Group is required to allocate the transaction price to each performance obligation. Several of the Group’s contracts contain annual subscription periods that are not in line with its financial reporting period, whilst performance obligations may be satisfied at different points in time over the course of a year. As a result, the Group is required to defer parts of the non- refundable revenue across multiple periods until the performance obligation has been satisfied. The effect of adopting AASB 15 is as follows: Impact on the Statement of Financial Position (increase / (decrease)) Equity Retained earnings Total equity Liabilities Unearned revenue Total current liabilities Deferred tax liabilities Total non-current liabilities Total liabilities 30 JUNE 2018 $’000 1 JULY 2017 $000 (432) (432) (465) (465) 617 617 (185) (185) 432 664 664 (199) (199) 465 Impact on the Statement of Profit or Loss (increase / (decrease)) for the year ended 30 June 2018 Upfront revenue Income tax expense Profit for the period $’000 47 14 33 There is no material impact on the Statement of Cash Flows and basic or diluted EPS. iSelect Annual Report 2019 65 1.6 Changes in amended standards and interpretations (continued) Principal versus agent considerations The Group’s referral businesses, which make up the majority of total revenue, is based on iSelect referring consumers to the product providers. The Group is paid a commission for the service but given the performance obligation sits fully with the Group, no other parties are involved with the referrals. Consequently the Group is deemed a principal in the contract. Disaggregated Revenue The Group has disaggregated revenue recognised from contracts with customers into categories that depict how the uncertainty of revenue and cash flows are affected by economic factors, being upfront revenue and trail commission revenue. Disaggregated revenue information has also been included in note 2.1 Segment Information. AASB 16 Leases AASB 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under AASB 117. At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). At inception, the Group assesses whether a contract is or contains a lease. The Group recognises a right-of-use (ROU) asset and a lease liability at the commencement of the lease. The ROU asset is initially measured based on the present value of lease payments, plus initial direct costs and the cost of obligations to refurbish the asset, less incentives received. The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for impairment if there is an indicator for impairment. Lease payments include fixed payments, adjusted for specified annual rate increases as detailed in the lease agreements. The lease term determined by the Group comprises non-cancellable period of leases and periods covered by options to extend the lease, if the Group is reasonably certain to exercise that option. As a consequence, the determination of the lease term requires the use of judgement. ROU assets are included in property, plant and equipment, and the lease liability is included in the lease liabilities headings in the Statement of Financial Position. The Group has elected not to recognise ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months, or for leases of low value IT equipment. The payments for such leases are recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. The Group adopted AASB 16 using the full retrospective method. The effect of adopting AASB 16 is as follows: Impact on the Statement of Financial Position (increase / (decrease)) as at 30 June 2018 Assets Right-of-use assets Total non-current assets Total assets Equity Retained earnings Total equity Liabilities Lease liabilities 30 JUNE 2018 $’000 1 JULY 2017 $000 4,932 4,932 4,932 6,164 6,164 6,164 (1,610) (1,793) (1,610) (1,793) 2,599 2,583 Provision for lease incentives (399) (319) Total current liabilities 2,200 2,264 Lease liabilities Provision for lease incentives Deferred tax liabilities 5,934 7,420 (906) (686) (958) (769) Total non-current liabilities 4,342 5,693 Total liabilities 6,542 7,957 Impact on the Statement of Profit or Loss (increase / (decrease)) for the year ended 30 June 2018 Administration expenses Depreciation and amortisation Interest expense Income tax expense Profit for the period $’000 (3,062) 2,099 695 85 183 There is no material impact on basic or diluted EPS. Impact on the Statement of Cash Flows (increase / (decrease)) as at 30 June 2018 Cash flows from operating activities Cash flows from financing activities $’000 (3,395) 3,395 66 iSelect Annual Report 2019 1.6 Changes in amended standards and interpretations (continued) AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions The Australian Accounting Standards Board issued amendments to AASB 2 Share-based Payment Transactions that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The Group’s accounting policy for cash-settled share based payments is consistent with the approach clarified in the amendments. In addition, the Group has no share-based payment transactions with net settlement features for withholding tax obligations and had not made any modifications to the terms and conditions of its share-based payment transactions. Therefore, these amendments do not have any impact on the Group’s consolidated financial statements. 1.7 Other accounting policies Significant and other accounting policies that summarise the measurement basis used and are relevant to the understanding of the financial statements are provided throughout the notes to the financial statements. s t n e m e t a t S l a i c n a n i F iSelect Annual Report 2019 67 Section 2: Performance for the year This section explains our results and performance and includes our segment results, which are reported on the same basis as our internal management structure, and our earnings per share for the period. It also provides details of selected income and expense items, information about taxation and a reconciliation of our profit to net cash generated from operating activities. 2.1 Segment information Segment information is based on the information that management uses to make decisions about operating matters and allows users to review operations through the eyes of management. We present our reportable segments and measure our segment results on continuing operations basis, i.e. the same basis as our internal management reporting structure. We have four reportable segments which offer a service that includes comparison, purchase support and lead referrals across: • Health (private health insurance), • • Life and General Insurance, Energy and Telecommunications, and • Other, predominately offering financial service products including home loans in Australia and Asia. In the current year, unallocated corporate costs include costs associated with the business restructure and other one-off transactions. AUSTRALIA ASIA TOTAL $’000 $’000 $’000 30 June 2019 Revenue 149,295 4,864 154,159 44,061 15,899 59,960 Non-current assets1 30 June 2018 Revenue 174,776 2,155 176,931 CONSOLIDATED 2019 $’000 2018 $’000 Operating revenue Health 79,234 88,179 Life and General Insurance 24,826 26,916 Energy and Telecommunications 43,071 54,787 Other Consolidated Group operating revenue 7,028 7,049 154,159 176,931 EBITDA Health 12,283 11,441 Life and General Insurance 6,254 4,468 Energy and Telecommunications 7,305 1,046 Other (3,454) (4,521) Unallocated corporate costs (15,186) (1,556) Consolidated Group EBITDA 7,202 10,878 Depreciation and amortisation (8,242) (9,070) Net finance cost Loss from associate Consolidated Group profit / (loss) before income tax (513) - (333) (403) (1,553) 1,072 Non-current assets1 49,235 15,245 64,480 Income tax expense / (benefit) (450) 17 1 Non-current assets other than financial instruments and deferred tax assets. Consolidated Group net profit/(loss) for the year (2,003) 1,089 68 iSelect Annual Report 2019 2.2 Revenue from contracts with customers Recognition and measurement CONSOLIDATED 2019 $’000 2018 $’000 Revenue represents the variable consideration estimated at the point in time when the Group has essentially completed its contracted services and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. 113,609 140,971 Upfront fees s t n e m e t a t S l a i c n a n i F Revenue related to performance obligations satisfied in previous years 502 4,760 Click-through fees Upfront revenue Upfront fees Click-through fees Advertising and subscription fees 3,657 2,161 1,349 1,604 119,427 143,924 Trail commission revenue 34,732 33,007 Total revenue from contracts with customers 154,159 176,931 Key estimate: upfront fee revenue Upfront fee revenue is recognised on a net basis of the historical percentage of ‘referred’ sales expected to become ‘financial’ and that do not trigger a ‘clawback’. These estimates are adjusted to actual percentages experienced at each reporting date. As such, the Group determines its revenue by estimating variable consideration and applying the constraint by utilising industry data and historical experience (refer to note 3.6 for further information). Key estimate: trail commission revenue The method of revenue recognition for trail commission revenue requires Directors and management to make certain estimates and assumptions based on industry data and historical experience of the Group. Refer to note 3.4 for details on trail commission revenue. When the Group refers a consumer to the product provider (and thereby satisfies its performance obligation), the Group is entitled to an upfront fee that is contingent upon the following events: (a) the referred sale becoming ‘financial’, which occurs upon new members joining a health fund, initiating a life insurance policy, obtaining general insurance products, mortgages, broadband or energy products via iSelect; and (b) whether a ‘clawback’ of the upfront fee is triggered. Upfront fees may trigger a ‘clawback’ of revenue in the event of early termination by customers as specified in individual product provider agreements. These contingencies are incorporated into the estimate of variable consideration (refer to key estimates). Click-through fees are recognised based on the contractual arrangement with the relevant product provider. This can occur at one of three points; either when an internet user clicks on a paying advertiser’s link, submits an application or a submitted application is approved. Advertising and subscription fees Revenue for contracted services, including advertising and subscription fees, are recognised based on the transaction price allocated to each key performance obligation. As a result, non-refundable revenue may be recognised across multiple periods until the performance obligation has been satisfied. Trail commission revenue Trail commissions are ongoing fees for customers referred to individual product providers or who have applied for mortgages via iSelect. Trail commission revenue represents commission earned calculated as a percentage of the value of the underlying policy relationship to the expected life and, in the case of mortgages, a proportion of the underlying value of the loan. The Group is entitled to receive trail commission without having to perform further services. On initial recognition, trail revenue and assets are recognised at expected value and subject to constraints. iSelect Annual Report 2019 69 2.3 Other income and expenses In our profit or loss and other comprehensive income, we classify our expenses (apart from share-based payments, depreciation and amortisation and net finance income) by function as this classification more accurately reflects the type of operations we undertake. The below provides more detail on the type (by nature) of expenses we incurred. CONSOLIDATED 2019 $’000 2018 $’000 600 238 - - 159 407 - - 188 381 - 76 Other Income Government grant Gain on revaluation of right of use assets Gain on previously held interest in associates Gain on disposal on property, plant and equipment and intangible assets Gain on disposal of subsidiary Sundry income CONSOLIDATED 2019 $’000 2018 $’000 2,227 2,308 Research and development expenditure Research and development expenditure recognised as expenses Recognition and measurement Government grant A government grant is recognised in the balance sheet initially as deferred income when there is reasonable assurance that it will be received and that the Group will comply with the conditions attached to it. Grants that compensate the Group for expenses incurred are recognised as other income on a systematic basis in the same periods in which the expenses are incurred. Employee benefits expense The Group’s accounting policy for expenses associated with employee benefits is set out in note 3.6. Employee benefits expense is net of amounts capitalised as development costs of $3,369,000 (2018: $1,723,000). 1,404 645 The policy relating to share-based payments is set out in note 5.2. Employee Benefits Expense Remuneration, bonuses, on- costs and amounts provided for benefits 56,282 57,212 Depreciation and amortisation Depreciation and amortisation reflects the use of property, plant and equipment and intangible assets over their useful life. Refer to note 3.1 and note 3.2 for further details. Superannuation expenses 5,010 5,078 Finance costs Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the statement of profit or loss. Share-based payments 985 333 62,277 62,623 Depreciation and Amortisation1 Depreciation Amortisation of previously capitalised development costs Finance costs Finance costs on lease liabilities Other 3,141 5,173 5,088 4,087 8,314 9,175 497 135 632 695 51 746 1 Include depreciation and amortisation charges for discontinued operations totalled $72,000 (2018: $105,000). 70 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F Recognition and measurement Basic Earnings Per Share Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares outstanding during the financial year. Diluted Earnings Per Share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: • • The after-tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and The weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 2.4 Earnings per share This note outlines the calculation of Earnings Per Share (EPS) which is the amount of post-tax profit attributable to each share. We calculate basic and diluted EPS. Diluted EPS reflects the effects of the equity instruments allocated to our employee share schemes under the iSelect Limited’s share-based payment plans. CONSOLIDATED 2019 $’000 2018 $’000 Profit/(loss) attributable to the owners of the Group (3,658) (15,423) SHARES (‘000) SHARES (‘000) WANOS1 for basic earnings per share 217,761 219,795 Effect of dilution WANOS1 adjusted for effect of dilution 163 100 217,924 219,895 Earnings/(loss) per share: Basic EPS Diluted EPS CENTS CENTS (1.7) (1.7) (7.0) (7.0) 1 Weighted average number of ordinary shares. iSelect Annual Report 2019 71 2.5 Cash and cash equivalents Reconciliation of profit after tax to net cash flows from operating activities CONSOLIDATED 2019 $’000 2018 $’000 CONSOLIDATED 2019 $’000 2018 $’000 Cash at bank and on hand 21,956 33,045 21,956 33,045 Net profit/(loss) after tax (4,360) (15,640) The Group has pledged $1,683,000 (2018: $1,929,000) to fulfil bank guarantee and credit facility requirements. Non-cash items: Foreign exchange movements Depreciation and amortisation Share-based payments expense Share of loss in associate (34) 8,314 985 - 10 9,175 333 403 Impairment loss 5,570 16,902 Loss on disposal of property, plant and equipment and intangible assets 3,247 Gain on sale of subsidiary (159) - - Other - (165) Items in net profit but not in operating cash flows: Interest expense classified as financing cash flow 632 755 (Increase)/decrease in assets Trade receivables 5,743 4,926 Trail commission asset (11,158) (9,356) Income tax receivable 2,327 (1,166) Other assets 797 (469) Increase/(decrease) in liabilities Trade and other payables Deferred taxes Provisions Other liabilities (9,199) 1,583 558 (137) 2,501 1,032 (300) (151) Net cash flow provided from operating activities 4,709 8,790 Recognition and measurement Cash and short-term deposits in the consolidated statement of financial position comprise cash at bank and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Group and earn interest at the respective short-term deposit rates. Changes in liabilities arising from financing activities CONSOLIDATED 2019 $’000 2018 $’000 - - - - - - 155 3 (158) - 8,533 10,003 3,648 1,231 Shareholders loans Outstanding at the beginning of the period Acquisition of a subsidiary Foreign exchange movement Cash flows Outstanding at the end of the period Lease liabilities Outstanding at the beginning of the period Recognition of lease liability in relation to right-of-use assets Foreign exchange movement - (1) Cash flows Outstanding at the end of the period (2,839) (2,700) 9,342 8,533 72 iSelect Annual Report 2019 2.6 Taxes On May 2016 the Board of Taxation announced and released the Tax Transparency Code (the “Code”). Whilst the Code is voluntary, the Directors have elected to adopt it in order to provide greater tax disclosure transparency to the users of the financial report. Part A: Disclosures of tax information Part A of this report provides reconciliations of the Group’s current and deferred taxes and a summary of its tax related accounting policies. Current income tax is calculated by applying the statutory tax rate to taxable income. Taxable income is calculated as the accounting profit adjusted for differences in income and expenses where the tax and accounting treatments differ. Deferred income tax, which is accounted for using the balance sheet method, arises because timing of recognition of accounting income is not always the same as taxable income. This creates temporary differences, which usually reverse over time. Until they reverse, a deferred tax asset or liability must be recognised on the balance sheet. The table to the right provides a reconciliation of notional income tax expense to actual income tax expense. The table on the following page details the amount of deferred tax assets and liabilities recognised in the statement of financial position. s t n e m e t a t S l a i c n a n i F CONSOLIDATED 2019 $’000 2018 $’000 (16) 219 2,551 993 (1,646) (2,976) (157) (1,600) (606) (38) (2,760) (15,602) 828 4,681 - (121) (296) (34) (100) (30) (1,314) (4,862) 197 508 219 993 (157) (606) (788) (35) (158) (4) (38) (20) (339) (101) - (2) (39) (20) Current taxes Amounts recognised in profit or loss Current income tax Current income tax expense Previous years’ adjustment1 Deferred income tax Origination and reversal of temporary differences Previous years’ adjustment1 Income tax reported in income statement Tax reconciliation Accounting profit/(loss) before income tax Notional income tax at the statutory income tax rate of 30% Non temporary differences Share of loss of associate reported, net of tax Share-based payments Entertainment Goodwill and brand name impairment Initial recognition of research and development concessional credits Previous years’ adjustment in respect of current income tax1 Previous years’ adjustment in respect of deferred income tax1 Unrecognised tax losses Other Effect of lower tax rates in Malaysia Effect of lower tax rates in Thailand Effect of lower tax rates in Singapore Effect of lower tax rates in Indonesia Total income tax expense (1,600) (38) 1 Adjustment arises from difference between provisional research and development concessional credits at previous reporting period and the amount claimed in the lodged income tax return which occur in the current financial year. iSelect Annual Report 2019 73 2.6 Taxes (continued) Deferred taxes Deferred tax assets relate to the following: Trade and other payables Provisions Property, Plant and Equipment ITAA 97 Section 40-880 business related costs Unrealised foreign exchange differences Unused tax losses Other CONSOLIDATED 2019 $’000 2018 $’000 2,312 4,759 - 92 58 1,558 2,230 1,680 105 56 4,837 4,665 13 114 Total deferred tax assets 12,071 10,408 Deferred tax liabilities relate to the following: Trail commission asset (34,168) (31,253) Property, Plant and Equipment (581) - Development costs (2,109) (2,359) CONSOLIDATED 2019 $’000 2018 $’000 (1,600) 7,647 (38) - 212 (2,550) (6,259) 3,582 - 994 3,006 1,840 (2,327) 172 679 3,006 Income tax receivable Total income tax expense Restrospective adjustments from adoption of new accounting policy Temporary differences Recognition of unused tax losses Origination and reversal of temporary differences Income tax receivable/(payable) in the current financial year Income tax receivable/(payable) at the beginning of the year Net tax (refunded)/paid during the year Income tax receivable as at 30 June Represented in the Statement of Financial Position by: Total deferred tax liabilities (36,858) (33,612) Income tax receivable 679 3,006 Net deferred tax liabilities1 (24,787) (23,204) 1 Net deferred tax liabilities include net deferred tax assets of $2,195,000 (2018: $1,937,000) from the iMoney Group. Effective tax rate (ETR) Global operations1 (58.02%) (0.24%) Australian operations2 139.95% 0.72% 1 Global operations ETR: The Group calculated total consolidated company income tax expense divided by total consolidated accounting profit on continuing and discontinued operations. 2 Australian operations ETR: The Group calculated total company income tax expense for all Australian company operations of and Australian operations of overseas companies included in these consolidated financial statements, divided by accounting profit derived by all Australian companies and Australian operations of overseas companies included in these consolidated financial statements. Recognition and measurement Our income tax expense is the sum of current and deferred income tax expenses. Current income tax expense is calculated on accounting profit after adjusting for non-taxable and non-deductible items based on rules set by the tax authorities. Deferred income tax expense is calculated at the tax rates that are expected to apply to the period in which the deferred tax asset is realised or the deferred tax liability is settled. Both our current and deferred income tax expenses are calculated using tax rates that have been enacted or substantively enacted at reporting date. 74 iSelect Annual Report 2019 In addition to its own current and deferred tax amounts, iSelect Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. The allocation of taxes to the head entity is recognised as an increase/decrease in the controlled entities’ intercompany accounts with the tax consolidated group head entity. s t n e m e t a t S l a i c n a n i F Key estimates: current and deferred taxes The Group’s accounting policy for taxation requires management’s judgement in assessing whether deferred tax assets and deferred tax liabilities are recognised on the consolidated statement of financial position. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future sales volumes, operating costs, capital expenditure, dividends and other capital management transactions. Judgements are also required about the application of income tax legislation in respect of the availability of carry forward tax losses. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised on the consolidated statement of financial position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the consolidated statement of profit or loss and other comprehensive income in future periods. 2.6 Taxes (continued) Our current and deferred taxes are recognised as an expense in profit or loss, except when they relate to items that are directly recognised in other comprehensive income or equity. In this case, our current and deferred tax expenses are also recognised directly in other comprehensive income or equity. We generally recognise deferred tax liabilities for all taxable temporary differences, except to the extent that the deferred tax liability arises from: • • the initial recognition of goodwill; and the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither our accounting profit nor our taxable income at the time of the transaction. For our investments in controlled entities and associated entities, recognition of deferred tax liabilities is required unless we are able to control the timing of our temporary difference reversal and it is probable that the temporary difference will not reverse. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carried forward unused tax losses and tax credits, can be utilised. Deferred tax assets and deferred tax liabilities are offset in the statement of financial position where they relate to income taxes levied by the same taxation authority and to the extent that we intend to settle our current tax assets and liabilities on a net basis. Tax Consolidation Legislation The iSelect Group formed an income tax consolidated group as at 30 April 2007. Members of the Group entered into a tax sharing agreement at that time that provided for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts are expected to be recognised in the consolidated financial statements in respect of this agreement on the basis that the probability of default is remote. In accordance with Group accounting policy, the Group has applied UIG 1052, in which the head entity, iSelect Limited, and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. This is governed through a tax funding agreement between iSelect Ltd and its wholly- owned Australian entities. iSelect Annual Report 2019 75 2.6 Taxes (continued) Part B – Taxes paid report Part B of this report discloses the taxes paid by iSelect Ltd and provides qualitative information about our approach to tax risk. Tax policy, strategy and governance Our philosophy is to embrace change by understanding the decisions, activities and operations undertaken by the Group, therefore enabling us to manage tax uncertainties and ensure our people, systems and processes are tax compliant in all aspects. We achieve this by: • Ensuring our teams are appropriately trained and resourced; • Developing and maintaining strong internal control at management and Board level; • Ensuring our systems and data are up-to-date and accurate; • Collaborating across the organisation; and • Maintaining robust documentation on processes and in supporting tax positions. The Group adheres to the following tax principles: • Complying with all relevant laws, rules, regulations, and reporting and disclosure requirements, wherever we operate; • Ensuring openness, honesty and transparency will be paramount in all dealings with the tax authorities and other relevant bodies; • Adopting a low risk appetite; • Considering the commercial needs of the Group as paramount and ensuring that all tax planning will be undertaken in this context. All transactions must therefore have a business purpose or commercial rationale; and • Due consideration will be given to the Group’s reputation, brand, corporate and social responsibilities when considering tax initiatives, as well as the applicable legal and fiduciary duties of directors and employees of the Group and will form part of the overall decision-making and risk assessment process. The decisions, activities and operations undertaken by the Group gives rise to various areas of uncertainty. We manage tax risk in 4 key areas: Transactional risk: This concerns the risks and exposures associated with specific transactions undertaken by the Group. Operational risk: This concerns the underlying risks of applying the tax laws, regulations and decisions to the routine everyday business operations of the Group. Compliance risk: This concerns the risks associated with meeting the Group’s tax compliance obligations. This primarily relates to the preparation, completion and review of the Group’s tax returns and the risks within those processes. Financial accounting risk: This concerns the risk of material misstatement (including material disclosures) in the Group’s financial report, cash flow planning, forecasting, and in managing investor expectations of the future. Tax governance strategy is about understanding where these risks may arise and implementing controls to effectively manage these risks. iSelect has a Tax Risk Management Strategy to identify, assess and manage these risks. Australian taxes paid summary Tax payments made by iSelect for the 2019 and 2018 financial years are summarised below. CONSOLIDATED 2019 $’000 2018 $’000 Income tax (net of refund) (2,327) 172 Payroll tax Fringe benefits tax Total taxes paid 2,657 3,035 205 535 247 3,454 International related party dealings The Group acquired controlling interest in Intelligent Money Sdn. Bhd (“iMoney”) on 1 December 2017. iMoney operates in Malaysia, Singapore, Indonesia and Philippines and accounts for its own income tax risks which are immaterial to the Group. The Board of Directors are currently in the process of reviewing iMoney’s tax policy, strategy and governance and developing a local tax policy that is consistent to the Group’s overall strategy and approach. 76 iSelect Annual Report 2019 Section 3: Our core assets and working capital This section describes our core long-term tangible and intangible assets underpinning the Group’s performance and provides a summary of our asset impairment assessment. This section also describes our short-term assets and liabilities, i.e. our working capital supporting the operating liquidity of our business. 3.1 Property, plant and equipment LEASEHOLD IMPROVE- MENTS $’000 OFFICE AND COMPUTER EQUIPMENT $’000 RIGHT OF USE ASSETS $000 COMPUTER SOFTWARE $’000 FURNITURE, FIXTURES AND FITTINGS $’000 TOTAL $’000 s t n e m e t a t S l a i c n a n i F As at 30 June 2019 Cost Accumulated depreciation Net carrying amount 7,130 (6,854) 276 8,566 (7,455) 1,111 7,601 (728) 6,873 Net carrying amount at 1 July 2018 459 1,082 4,932 Additions Disposals Revaluation Depreciation expense Exchange differences Net carrying amount at 30 June 2019 As at 30 June 2018 Cost Accumulated depreciation Net carrying amount Net carrying amount at 1 July 2017 Additions Acquisition of a subsidiary Disposals Depreciation expense Exchange differences Net carrying amount at 30 June 2018 7,714 (7,140) 574 598 541 (46) - (519) - 574 37 (106) - (115) 1 276 667 (8) - (636) 6 1,111 4,453 (161) (643) (1,708) - 6,873 7,260 (6,801) 459 7,936 (6,854) 1,082 14,065 (9,133) 4,932 7,224 (6,626) 598 2,078 1,676 6,164 1,506 3 8 (680) (949) (1) 459 233 47 (1) 1,137 178 (448) (875) (2,099) 2 - 1,082 4,932 62 2 - (972) - 598 944 (425) 519 31,955 (22,602) 9,353 1,127 8,198 223 (669) - (163) 1 519 1,603 (476) 1,127 735 774 33 (223) (193) 1 1,127 5,921 (990) (643) (3,141) 8 9,353 38,088 (29,890) 8,198 12,159 2,209 268 (1,352) (5,088) 2 8,198 iSelect Annual Report 2019 77 3.1 Property, plant and equipment Impairment All non-current tangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. For our impairment assessment we identify cash generating units (CGUs), i.e. the smallest groups of assets that generate cash inflows independent of cash inflows from other assets or groups of assets. Key estimate – useful lives The estimation of useful lives, residual value and depreciation methods require management judgement and are reviewed annually. If they need to be modified, the change is accounted for prospectively from the date of reassessment until the end of the revised useful lives. Such revisions are generally required when there are changes in economic circumstances impacting specific assets or groups of assets and as such, any reasonably possible change in the estimate is unlikely to have a material impact on the estimation of useful lives, residual value or amortisation methods. (continued) Recognition and measurement Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. Items of property, plant and equipment are depreciated on a straight-line basis over their useful lives as follows: USEFUL LIFE Office and computer equipment 2 to 5 years Furniture, fixtures and fittings Leasehold improvements 8 years 8 to 10 years Right-of-use asset The Group recognises a right-of-use asset at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. For the Group’s accounting policy on leases, refer to Note 3.5. Derecognition An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits 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 profit or loss when the asset is derecognised. 78 iSelect Annual Report 2019 3.2 Goodwill and other intangible assets This note provides details of our goodwill and other intangible assets and their impairment assessment. Our impairment assessment compares the carrying value of our cash generating units (CGUs) with their recoverable amounts determined using a ‘value-in-use’ calculation. The value in use calculations use key assumptions such as cash flow forecasts, discount rates and terminal growth rates. DEVELOP- MENT COSTS $’000 TRADE- MARKS AND DOMAIN NAMES $’000 GOODWILL $’000 BRAND NAMES $’000 CUSTOMER CONTRACTS $’000 TOTAL $’000 s t n e m e t a t S l a i c n a n i F As at 30 June 2019 Cost Accumulated amortisation Net carrying amount Net carrying amount at 1 July 2018 Additions Disposal Amortisation Impairment Exchange differences Net carrying amount at 30 June 2019 As at 30 June 2018 Cost Accumulated amortisation Net carrying amount Net carrying amount at 1 July 2017 Additions Acquisition of a subsidiary Disposal Amortisation Impairment Exchange differences Net carrying amount at 30 June 2018 41,784 (24,490) 17,294 383 - 383 26,187 - 26,187 6,718 - 6,718 17,986 986 30,567 6,718 7,450 (2,350) (5,173) (636) 17 17,294 40,274 (22,288) 17,986 - - - (603) - 383 986 - 986 - - - (4,380) - - - - - - 26,187 6,718 30,567 - 30,567 6,718 - 6,718 12,964 973 31,216 8,204 8,799 1,078 (70) (4,087) (697) (1) - 13 - - - - - 9,105 - - - 4,965 - - (9,754) (6,451) - - 6,718 17,986 986 30,567 - - - - - - - - - - 806 (806) - - - - - - - - - 75,072 (24,490) 50,582 56,257 7,450 (2,350) (5,173) (5,619) 17 50,582 79,351 (23,094) 56,257 53,357 8,799 15,161 (70) (4,087) (16,902) (1) 56,257 iSelect Annual Report 2019 79 3.2 Goodwill and other intangible assets (continued) Recognition and measurement Goodwill Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On 1 December 2017, the Group acquired a controlling interest in the iMoney Group. The goodwill acquired through this acquisition of $9,105,000 has been allocated to its own CGU (International), as this is the smallest group of assets management monitors that independently generates cash flow and whose cash flow is largely independent of the cash flows generated by other assets of the Group. Other intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are measured at cost less any accumulated amortisation and impairment losses. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Development costs - Development costs are recognised only when the Group can demonstrate the technical feasibility, the resources and the intention to complete the asset; its ability to use or sell the asset, generate future economic benefits and measure reliably the expenditure during development. Amortisation of the asset begins when development is complete and the asset is available for use in the condition as intended by management. Trademarks and domain names – The Group made upfront payments to purchase trademarks and domain names which can be renewed at little or no cost to the Group. Brand names – The Group acquired brand names as part of the Energy Watch Group and iMoney Group acquisitions. These were initially recorded at fair value. Key estimates - development costs Internal project costs are classified as research or development based on management’s assessment of the nature of each cost and the underlying activities performed. Management performs this assessment against the Group’s development costs policy which is consistent with the requirements of AASB 138 Intangible Assets. Useful lives and amortisation The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life. Amortisation is calculated over the estimated useful life of the asset as follows: Development costs Computer software USEFUL LIFE 2 to 5 years 2 to 4 years Trademarks and domain names Indefinite Brand names Indefinite Derecognition Gains and losses arising from the 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 profit or loss when the asset is derecognised. Key estimates - useful lives The amortisation period and the method for intangible assets with a finite useful life are reviewed at least annually. The useful life of an intangible asset with an indefinite useful life is tested for impairment on a ‘value-in-use’ basis. Any changes in the useful life assessment is accounted for as a change in an accounting estimate and is made on a prospective basis. 80 iSelect Annual Report 2019 3.2 Goodwill and other intangible assets (continued) Impairment testing of goodwill and intangible assets with indefinite lives Goodwill and intangible assets with indefinite useful lives are not subject to amortisation and are assessed for impairment at least on an annual basis, or whenever an indicator of impairment exists. All other non-current tangible and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. For our impairment testing we identify CGUs, i.e. the smallest groups of assets that generate cash inflows that are largely independent of cash inflows from other assets or groups of assets. The recoverable amount of an asset is the higher of its fair value less cost of disposal and its value in use. Fair value less cost of disposal is measured with reference to quoted market prices in an active market. If no active market exists, the Group may use the asset’s value in use as its recoverable amount. Impairment loss is recognised in profit or loss in the reporting period when the carrying amount of the asset exceeds the recoverable amount. For our impairment assessment we identify CGUs, to which goodwill is allocated, and which cannot be larger than an operating segment. Our impairment testing compares the carrying value of an individual CGU to its recoverable amount (determined using a value in use calculation). Goodwill acquired through the Infochoice Limited, Energy Watch Group and iMoney Group acquisitions has been allocated to the following CGUs. The carrying amount of goodwill subject to impairment testing is outlined in the table below. SEGMENT Health Life and General Insurance CGU Health Car Life Other Home Loans1 Goodwill from Infochoice acquisition Energy and Tele- communications Household Goodwill from Energy Watch acquisition Other International Goodwill from iMoney acquisition $’000 6,645 2,379 77 4,380 13,481 7,981 7,981 9,105 9,105 Total Group Total Goodwill 30,567 1 An impairment charge of $4,380,000 was recognised against the Home Loans CGU in FY19. s t n e m e t a t S l a i c n a n i F Trademarks and domain names acquired through the Infochoice Limited acquisition have an indefinite useful life and are allocated at a Group level. The brand name acquired through the Energy Watch acquisition has an indefinite useful life and is allocated to the Household CGU, which is comprised of iSelect Energy, iSelect Broadband and Energy Watch. Other intangible assets acquired as part of the iMoney acquisition (brand name, trademark and domain names) have an indefinite useful life and are allocated to the International CGU. The Group has performed its annual impairment test as at 30 June 2019. The recoverable amount of the CGUs has been determined based on a value-in-use calculation using the long-term plan approved by Senior Management with a growth rate increment for subsequent years, and cash flow projections based on management forecasts. Home Loans CGU The recoverable amount of the Home loans CGU as at 31 December 2018 was determined at $5.6m based on a value-in-use calculation using cash flow projections from financial budgets approved by Senior Management covering a five-year period. The projected cash flows were updated to reflect a change in Senior Management and their initial views as part of a strategic review undertaken. The pre-tax discount rate applied to cash flow projections was 13% (30 June 2018: 25%) and cash flows beyond the five-year period were extrapolated using a 3% growth rate (30 June 2018: 3%). As a result of this analysis, management recognised an impairment charge of $4,450,000 against goodwill and capitalised software development costs. No other impairment was identified for the CGUs to which goodwill or brand names are allocated. iSelect Annual Report 2019 81 Growth rate estimates For each CGU (excluding International), 5 years of cash flows have been included in the cash flow models. These are based on the long-term plan and growth rates of 3%. Market share assumptions These assumptions are important because management assesses how the unit’s position, relative to its competitors, might change over the budget period. Management expects the Group’s share of its respective markets to grow over the forecast period. Sensitivity to changes in assumptions With regard to the assessment of ‘value-in-use’ of the CGUs, management believes that no reasonable change in any of the above key assumptions would cause the carrying value of the units to materially exceed its recoverable amount. 3.2 Goodwill and other intangible assets (continued) Key estimates – value-in-use calculation Cash flow projections Our cash flow projections are based on five-year management-approved forecasts unless a longer period is justified. The forecasts use management estimates to determine income, expenses, capital expenditure and cash flows for each asset and CGU. Discount rate Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest bearing borrowings the Group is obliged to service. CGU-specific risk is incorporated into the WACC rate where it is considered appropriate. The pre-tax discount rates are as follows: CGU Health Car Home Loans Money Life Household International FY19 11.1% 12.7% FY18 11.6% 11.6% 13.0%1 25.4% n/a2 11.3% 11.0% 12.7% 10.5% 12.2% 11.0% n.a. 1 Discount rate based on impairment assessment completed on 31 December 2018 which resulted in full impairment of goodwill allocated to Home Loans CGU 2 Money CGU which consisted of the Infochoice business was sold to an independent third party on 18 February 2019. Refer to note 6.3 for details. 82 iSelect Annual Report 2019 3.3 Trade receivables and contract assets Allowance for credit losses CONSOLIDATED 2019 $’000 2018 $’000 Trade receivables 6,165 4,952 Allowance for credit losses - (15) Contract assets 16,824 23,773 22,989 28,710 The ageing analysis of trade receivables is as follows: iSelect applies the simplified approach and records lifetime expected losses on all trade receivables and contract assets. As a consequence, we do not track changes in credit risk, but recognise a loss allowance based on lifetime expected credit loss at each reporting date. iSelect calculates its provision utilising historical credit loss experience, adjusted for other relevant factors, i.e. aging of receivables, credit rating of the debtor, etc. Debts that are known to be uncollectable are written off when identified. If an impairment allowance has been recognised for a debt that becomes uncollectable, the debt is written off against the provision. If an amount is subsequently recovered, it is credited against profit or loss. As at 30 June 2019, expected credit losses are not considered material. Current 4,967 4,408 Contract assets s t n e m e t a t S l a i c n a n i F Past due 1 – 30 days Past due 31 – 90 days Past due 90+ days 1,024 130 44 291 108 130 6,165 4,937 Recognition and measurement All trade and other receivables recognised as current assets are due for settlement within no more than 30 days for marketing fees and within one year for trail commission. Trade receivables are measured on the basis of amortised cost. It is the Group’s policy that all key partners who wish to trade on credit terms are subject to credit verification procedures. Contract assets are initially recognised for revenue earned from comparison, purchase support and referral services, as receipt of consideration is conditional on successful completion of a purchase between the customers and the product providers. Upon completion of sale and acceptance by the customer and the provider, invoices are issued to the provider for the amount receivable. These amounts invoiced are reclassified from contract assets to trade receivables. The trade receivable balance represents the Group’s unconditional right to receive the cash. Key estimates – allowance for credit losses We apply management judgement to estimate the expected credit losses for trade receivables and contract assets. Expected credit losses are assessed on an ongoing basis. Financial difficulties of the debtor, probability of default, delinquency in payments and credit ratings are utilised in this assessment. iSelect Annual Report 2019 83 3.4 Trail commission asset CONSOLIDATED 2019 $’000 2018 $’000 25,626 22,103 88,452 80,817 Current Non-current Total trail commission asset 114,078 102,920 Reconciliation of movement in trail commission asset: Opening balance 102,920 93,564 Trail commission revenue – current period trail commission sales 34,732 33,007 Cash receipts Closing balance (23,574) (23,651) 114,078 102,920 Recognition, measurement and classification The Group has elected to account for trail commission revenue at the time of selling a product to which trail commission attaches, rather than on the basis of actual payments received from the relevant fund or providers involved. On initial recognition, trail commission revenue and assets are recognised at expected value. Subsequent to initial recognition and measurement, the carrying amount of the trail commission asset is adjusted to reflect actual and revised estimated cash flows. The resulting adjustment is recognised as revenue or against revenue in profit or loss. Cash receipts that are expected to be received within 12 months of the reporting date are classified as current. All other expected cash receipts are classified as non-current. Key estimates – trail commission revenue and asset This method of revenue recognition and valuation of trail commission asset requires the Directors and management to make certain estimates and assumptions based on industry data and the historical experience of the Group. Attrition rates in Health are particularly relevant to the overall trail commission asset considering the relative size of the Health trail commission asset. Attrition rates vary substantially by provider and also by the duration of time the policy has been in force, with rates generally higher in policies under two years old. The attrition rates used in the valuation of the Health portfolio at 30 June 2019 ranged from 7.5% and 26.5% (2018: 7.5% and 26.5%). The simple average duration band attrition increase was up to 0.2% during the period, with higher increases experienced for policies that have been in force for shorter periods of time. In undertaking this responsibility, the Group engages Deloitte Actuaries and Consultants Limited, a firm of consulting actuaries, to assist in reviewing the accuracy of assumptions for health, mortgages and life trail revenue. These estimates and assumptions include, but are not limited to: termination or lapse rates, mortality rates, inflation, forecast fund premium increases and the estimated impact of known Australian Federal and State Government policies. These variable considerations are constrained to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. In determining the extent of constraint necessary to ensure to a high probability that a significant reversal of revenue will not occur, the Group performs a detailed assessment of the accuracy of previously forecast assumptions against historical results. 84 iSelect Annual Report 2019 3.5 Leases Lease liabilities Current Non-current CONSOLIDATED 2019 $’000 2018 $’000 2,569 2,599 6,773 5,934 9,342 8,533 Recognition, measurement and classification The Group has applied AASB 16 using the retrospective approach. The impact of changes is disclosed in Note 1.6. At inception of a contract, the Group assesses whether a contract is, or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: • • • The contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified. The Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use; and The Group has the right to direct the use of the asset. The Group has this right when it has the decision- making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where all the decisions about how and for what purpose the asset is used are predetermined, the Group has the right to direct the use of the asset if either: • • The Group has the right to operate the asset The Group designed the asset in a way that predetermines how and for what purpose it will be used The Group recognises a right-of-use asset and a lease liability at the lease commencement date. For measurement and recognition of right-of-use assets, refer to Note 3.1. s t n e m e t a t S l a i c n a n i F The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. Lease payments included in the measurement of the lease liability comprise: • • • • Fixed payments, including in-substance fixed payments; variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; amounts expected to be payable under a residual value guarantee; and the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Short-term leases and leases of low-value assets The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. iSelect Annual Report 2019 85 3.5 Leases (continued) Amounts recognised in the profit or loss CONSOLIDATED 2019 $’000 2018 $’000 Interest on lease liabilities Expenses relating to short-term leases1 497 47 695 19 Depreciation charge for right-of-use assets Office premises Office equipment 1,657 2,048 51 51 1,708 2,099 1 relates to iMoney Group’s short term leases for office premises in Indonesia, Philippines and Thailand Amounts recognised in the statement of cash flows CONSOLIDATED 2019 $’000 2018 $’000 Total cash outflow for leases 3,336 3,395 Right-of-use assets and lease liabilities by class CONSOLIDATED 2019 $’000 2018 $’000 6,809 4,817 64 115 6,873 4,932 9,272 70 8,411 122 9,342 8,533 Right-of-use assets Office premises Office equipment Total Lease liabilities Office premises Office equipment Total Maturity analysis – contractual undiscounted cash flows CONSOLIDATED 2019 $’000 2018 $’000 2,881 7,042 3,116 6,556 - - 9,923 9,672 Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Total The Group has entered into leases on office premises with lease terms between 1 to 10 years. The Group has the option to lease the premises for additional terms of 1 to 10 years. 86 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F 3.6 Provisions Clawback provisions Current Annual leave Long service leave Clawback Rebates Non-Current Long service leave CONSOLIDATED 2019 $’000 2018 $’000 2,349 2,233 830 2,715 241 781 2,463 224 6,135 5,701 418 418 343 343 Upfront fees received from certain insurance funds, broadband providers and mortgage brokers can be clawed back in the event of early termination of membership. They vary across the industries and are usually triggered where a referred member terminates their policy. Each relevant Product Provider has an individual agreement and the clawback period ranges between 0 and 24 months, depending on the agreement. Key estimates - Employee benefits Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date using the discounted cash flow methodology. The risks specific to the provision are factored into the cash flows and as such a corporate bond rate relative to the expected life of the provision is used as a discount rate. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised as interest expense. Recognition, measurement and classification Key estimates - Clawback provisions The Group provides for this liability based upon historic average rates of attrition and recognises revenue net of these clawback amounts. Employee benefits – annual and long service leave The Group recognises a liability for long service leave and annual leave measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bond rates with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. The Group does not expect its long service leave or annual leave benefits to be settled wholly within 12 months of the reporting date. Annual and long service leave are classified as current where there is a current obligation to pay the employee shall they leave the Group. ANNUAL LEAVE LONG SERVICE LEAVE CLAWBACK REBATE 2019 2018 2019 2018 2019 2018 2019 2018 2,233 2,780 1,124 1,079 2,463 2,247 224 238 Movement in provision Carry amount at the beginning of the year Arising during the year 3,039 3,029 Utilised during the year (2,923) (3,576) 192 (68) Carrying amount at the end of the year 2,349 2,233 1,248 79 (34) 1,124 7,484 8,974 (7,232) (8,758) 2,715 2,463 241 (224) 241 209 (223) 224 iSelect Annual Report 2019 87 Section 4: Our capital and risk management This section sets out the policies and procedures applied to manage our capital structure and the financial risks we are exposed to. We manage our capital structure in order to maximise shareholders’ return, maintain optimal cost of capital and provide flexibility for strategic investments. 4.1 Dividends 4.2 Equity Dividends paid during the financial year 2018 included the previous year final dividend and the current year interim dividend. This note also provides information about the current year final dividend to be paid. No provision for the current year final dividend has been raised as it was not determined or publicly recommended by the Board as at 30 June 2019. Dividends paid during the financial year are as follows: Previous year final dividend paid Interim dividend paid CONSOLIDATED 2019 $’000 2018 $’000 - - - 9,109 3,281 12,390 Franking credit balance Our franking credits available for use in subsequent reporting periods can be summarised as follows: CONSOLIDATED 2019 $’000 2018 $’000 CONSOLIDATED 2019 $’000 2018 $’000 Contributed equity Issued capital 111,290 111,066 MOVEMENT IN SHARES ON ISSUE NUMBER OF SHARES SHARE CAPITAL $’000 Ordinary shares Total quoted shares outstanding at 1 July 2017 227,367,049 130,812 Issue of shares 2,397,894 782 Buyback of share capital (12,168,642) (20,528) Total quoted shares outstanding at 30 June 2018 Issue of shares Buyback of share capital Total quoted shares outstanding at 30 June 2019 217,596,301 111,066 265,092 - 224 - 217,861,393 111,290 Franking account balance 809 3,165 Franking debits from the refund of income tax as at 30 June (at a tax rate of 30% on a tax paid basis) (679) (3,006) Total unquoted shares outstanding at 1 July 2017 4,439,036 Issue of shares 2,892,301 130 159 Forfeiture of Shares (5,667,531) Exercise of Shares Total unquoted shares outstanding at 30 June 2018 - 1,663,806 Issue of shares 2,500,000 Forfeiture of Shares (3,573,873) Total unquoted shares outstanding at 30 June 2019 589,933 - - - - - - - - 88 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F 4.2 Equity (continued) 4.3 Capital management Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Ordinary shares have no par value and entitle the holder to the right to receive dividends as declared and, in the event of winding up the Group, to participate in the proceeds from the sale of all surplus assets in proportion to the number and amount paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Group. Unquoted shares Shares issued as part of the Long Term Incentive Plan are unquoted shares. Refer to note 5.2 for further details of the Long Term Incentive Plans. Share buy-back A buy-back is the purchase by a company of its existing shares. Refer to note 4.3 for further details. Reserves Share-based payment reserve Business combination reserve Foreign currency translation reserve CONSOLIDATED 2019 $’000 2018 $’000 3,960 5,571 (12) 3,198 5,571 (24) 9,519 8,745 Share-based payment reserve This reserve records the value of shares under the Long Term Incentive Plan, and historical Employee and CEO Share Option plans offered to the CEO, Executives and employees as part of their remuneration. Refer to note 5.2 for further details of these plans. Business combination reserve The internal group restructure performed in the 2007 financial year, which interposed the holding company, iSelect Limited, into the consolidated group was exempted by AASB 3 Business Combinations as it precludes entities or businesses under common control. The carry-over basis method of accounting was used for the restructuring of the iSelect Group. As such, the assets and liabilities were reflected at their carrying amounts. No adjustments were made to reflect fair values, or recognise any new assets or liabilities. No goodwill was recognised as a result of the combination and any difference between the consideration paid and the ‘equity’ acquired was reflected within equity as an equity reserve titled “Business Combination Reserve”. Foreign currency translation reserve Refer to Note 1.5 for further details. This note provides information about components of our net equity as well as our capital management policies. In order to maintain or adjust the capital structure, we may issue or repay debt, adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain operations and future development of the business. Capital consists of ordinary shares and retained earnings. The Board of Directors monitors the return on equity and seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. A summary of our equity and debt attribution is as follows: CONSOLIDATED 2019 $’000 2018 $’000 Shareholders’ equity 111,290 111,066 Debt Total funding - - 111,290 111,066 Shareholders’ equity In order to maximise the return on equity for shareholders, we have undergone two key initiatives. Merger and acquisition opportunities A business acquisition is the process of acquiring a company to build on strengths or weaknesses of the acquiring company. A merger is similar to an acquisition but refers more strictly to combining all of the interest of both companies into a stronger single company. During the financial year, the Group explored various merger and acquisition opportunities. On 1 February 2019, the Group acquired a further 6.25% interest in Intelligent Money Sdn. Bdn. There were no other new acquisitions made. iSelect Annual Report 2019 89 4.3 Capital management (continued) Buy-back of share capital 4.4 Financial instruments and risk management A buy-back is the purchase by a company of its existing shares that reduces the number of its shares on the open market. The Group buys back shares to increase the value of shares still available by reducing supply. The Group announced in December 2015 the implementation of an on-market buy-back over a 12 month period of up to 10% of the Group’s ordinary shares on issue resulting in 23.0 million ordinary shares being bought back during the period. The Group also announced on 7 July 2016 commencement of purchase of a further 25.5 million ordinary shares subject to circumstance being considered beneficial to the efficient capital management of the Group under the approval provided by shareholders on 16 March 2016. On expiry of the abovementioned on-market buy-back, the Group commenced a separate on-market buy-back under the 10/12 limit in accordance with sections 257B(4) and section 257B(5) of the Corporations Act 2001. On 16 February 2018 the Group completed the share buy- backs and purchased a total of 46.3 million shares. Debt As at 30 June 2019 the Group has no external borrowings. Our underlying business activities result in exposure to operational risks and a number of financial risks, including interest rate risk, foreign currency risk, credit risk and liquidity risk. Our overall risk management program seeks to mitigate these risks in order to reduce volatility on our financial performance and to support the delivery of our financial targets. Financial risk management is carried out by the Finance department under policies approved by the Board. This note summarises how we manage these financial risks. Managing our interest rate risk Interest rate risk arises from changes in market interest rates. Variable rates on our cash and cash equivalents give rise to cash flow interest rate risk. We manage interest rate risk on our cash and cash equivalents by: • Monitoring levels of exposure to interest rate risk based on market performance; • Maximising our interest rate cash potential by managing our term deposit portfolio; and • Reducing risks by managing our target maturity profiles on term deposits. Sensitivity At 30 June 2019, if interest rates had moved as illustrated in the table below, with all other variables being held constant, post-tax profit would have been higher/(lower) as follows: CONSOLIDATED 2019 $’000 2018 $’000 154 (154) 231 (231) 154 (154) 231 (231) TOTAL +1% (100 basis points) -1% (100 basis points) CASH AT BANK +1% (100 basis points) -1% (100 basis points) 90 iSelect Annual Report 2019 4.4 Financial instruments and risk management (continued) Managing our foreign exchange risk Foreign currency risk is the risk that the value of a financial commitment, forecast transaction, recognised asset or liability will fluctuate due to changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange relates primarily to the Group’s operating activities (when revenue or expense is denominated in a foreign currency) and the Group’s net investments in foreign subsidiaries. The Group’s current exposure to foreign exchange risk is minimal and management will continue to monitor its foreign operations and transactions proactively. Sensitivity At 30 June 2019, had the Australian dollar moved as illustrated in the table below, with all other variables being held constant, pre-tax profit and equity would have been affected as follows: EFFECT ON PROFIT BEFORE TAX EFFECT ON NET ASSET $’000 $’000 Change in MYR rate 2019 2018 +5% -5% +5% -5% Change in SGD rate 2019 2018 +5% -5% +5% -5% Change in IDR rate 2019 2018 +5% -5% +5% -5% Change in PHP rate 2019 2018 +5% -5% +5% -5% 112 (118) (8) 8 14 (14) 14 (14) 19 (20) 18 (19) 29 (30) 34 (36) 101 (106) 209 (219) (31) 32 (16) 16 (7) 7 (24) 25 (49) 52 (19) 20 Managing our credit risk Credit risk is the risk that a counterparty will default on its contractual obligations resulting in a financial loss. We are exposed to credit risk from our operating activities (primarily from cash and cash equivalents, trade receivables and contract assets and trail commission asset in future periods). The Group’s maximum exposure to credit risk at reporting date in relation to each class of financial asset is the carrying amount of those assets as indicated in the statement of financial position. s t n e m e t a t S l a i c n a n i F Credit risk related to cash and cash equivalents Investments of surplus funds are made only with approved counterparties and for approved amounts, to minimise the concentration of risks and mitigate financial loss through potential counterparty failure. Credit risk related to trade receivables and future trail commission Customer credit risk is managed in accordance with the Group’s policies, procedures and controls relating to customer credit risk management. Credit quality of a customer is assessed based on internally defined criteria including the financial position of the counterparties and the business sector they operate and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. An impairment analysis is performed at each reporting date based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region, product type and customer type and rating). The calculation reflects the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security. iSelect Annual Report 2019 91 4.4 Financial instruments and risk management (continued) Valuation and disclosure within fair value hierarchy Exposure to credit risk The carrying amount of financial assets subject to credit risk at reporting date are as follows: CONSOLIDATED 2019 $’000 2018 $’000 Cash and cash equivalents 21,956 33,045 Trade receivables and contract assets 22,989 28,710 Trail commission asset 114,078 102,920 159,023 164,675 Managing our liquidity risks Liquidity risk is the risk that we will be unable to meet our financial obligations. The Group aims to maintain the level of its cash and cash equivalents at an amount to meet its financial obligations. The Group also monitors the level of expected cash inflows on trade receivables and contract assets together with expected cash outflows on trade and other payables through rolling forecasts. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry. In order to avoid excessive concentrations of risk, the Group’s internal policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. The Group’s non-derivative financial liabilities consist of trade payables expected to be settled within three months. At 30 June 2019, the carrying amount and contractual cash flows is $25,153,000 (2018: $33,978,000). The financial instruments included in the statement of financial position are measured either at fair value or their carrying value approximates fair value, with the exception of the trail commission asset and borrowings, which are held at amortised cost. To determine fair value we use both observable and unobservable inputs. We classify inputs used in the valuation of our financial instruments according to a three level hierarchy as shown below: Level 1 – quoted (unadjusted) market prices in active markets for identical assets or liabilities; Level 2 – valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and Level 3 – valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The fair values of all financial assets and liabilities approximates their carrying amounts shown in the statement of financial position. For financial instruments not quoted in the active markets, the Group used valuation techniques such as present value techniques (which include lapse and mortality rates, commission terms, premium increases and credit risk), comparison to similar instruments for which market observable prices exist, and other relevant models used by market participants. These valuation techniques use both observable and unobservable market inputs. Sensitivity of trail commission asset A combined premium price decrease of 1% and termination rate increase of 1% would have the effect of reducing the carrying value by $10,434,000 (2018: $9,838,000). A combined premium price increase of 1% and termination rate decrease of 1% would have the effect of increasing the carrying value by $9,627,000 (2018: $8,946,000). Individually, the effects of these inputs would not give rise to any additional amount greater than those stated. 92 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F Section 5: Our people We are working to attract and retain employees with the skills and passion to best serve our markets. This section provides information about our employee benefits obligations. It also includes details of our employee share plans and compensation paid to key management personnel. 5.1 Key management personnel Recognition and measurement compensation Key management personnel (KMP) refers to those who have authority and responsibility for planning, directing and controlling the activities of the Group. For a list of key management personnel and additional disclosures, refer to the remuneration report on pages 38 to 53. KMP aggregate compensation During the financial years 2019 and 2018, the aggregate compensation provided to KMP was as follows: CONSOLIDATED 2019 $ 2018 $ Short-term employee benefits 3,728,367 2,780,820 Post-employment benefits 151,851 184,614 Share-based payments 651,748 320,560 Termination benefits 367,015 841,940 4,898,981 4,127,934 Other transactions with our KMP and their related parties During the financial years 2019 and 2018, apart from transactions disclosed in note 7.2 of the financial report, there were no other transactions with our KMP and their related parties. 5.2 Employee share plans We have a number of employee share plans that are available for executives and employees as part of their short-term and long-term remuneration packages. A transaction will be classified as share-based compensation where the Group receives services from employees and pays for these in shares or similar equity instruments. This note summarises the primary employee share plans and the key movements in the share-based payment arrangements during the financial year. The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they were granted. The fair value was determined by the Directors and management using a Binomial or Monte Carlo model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date). At each subsequent reporting date until vesting, the cumulative charge to profit or loss is the product of (i) the grant date fair value of the award; (ii) the current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and (iii) the expired portion of the vesting period. The charge to profit or loss for the period is the cumulative amount as calculated above less the amounts already charged in previous periods where there is a corresponding credit to equity. Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to a market condition is considered to vest irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. Key estimates – employee share plans The fair value shares granted under the long term incentive plans take into account the terms and conditions upon which the long term incentive plans shares were granted. The fair value is estimated as at the date of the grant using a binomial option pricing model for shares subject to an EPS hurdle. For shares subject to a TSR hurdle, a Monte Carlo simulation option pricing model has been used to estimate the fair value. Refer to each long term incentive plan for lists of inputs used in the valuation model. iSelect Annual Report 2019 93 5.2 Employee share plans (continued) The recognised expense arising from equity settled share- based payment plans during the period is shown in note 2.3. During the year ended 30 June 2019, the Group had the following share-based payment plans in place: Long Term Incentive Plan • FY2019, FY2018 and FY2017 LTI Plan Performance Rights Plan • 2019, 2018 and 2017 PRP Retention Plan (issued under performance rights plan) • 2018 RP The FY2017 LTI Plan lapsed on 30 June 2019. There have been no cancellations or modifications to any of the plans during the period. FY2019, FY2018 & FY2017 LTI Plans Description of Share-Based Payment Plans The FY2017, FY2018 & FY2019 LTI Plans were established as the long-term incentive component of remuneration in order to assist in the attraction, reward and retention of certain employees. The LTI Plans are designed to link long-term reward with the ongoing creation of shareholder value, through the allocation of LTI Plan Shares which are subject to satisfaction of long-term performance conditions. The key terms of the LTI Plans are as follows: • • • • Participants are invited to join, via a loan based share plan. There is no initial cost to the recipient to participate in the LTI Plan, but the loan must be repaid before or at the time of sale of the shares. The value of the loan is set by applying the market value at grant date to the number of units granted. This means the share price must increase over the life of the Plan, and pass the performance tests for there to be any value to the participant between vesting and expiry; The LTI Plan Shares are issued to each participant upfront, with the number of LTI Plan Shares determined by dividing the remuneration value by the fair value of the LTI Plan Shares at the time of allocation; The LTI Plan Shares will only vest upon satisfaction of conditions set by the Board at the time of the offer; If the conditions are met and the LTI Plan Shares vest, the loan becomes repayable and participants have up to five years from the date of allocation of the LTI Plan Shares to repay the outstanding balance. The LTI Plan Shares cannot be dealt with (other than to repay the loan) until the loan in respect of the vested LTI Plan Shares is repaid in full; • Until the LTI Plan Shares vest, the participant is not entitled to exercise any voting rights attached to the LTI Plan Shares. Any dividends paid on the LTI Plan Shares while the loan remains outstanding are applied (on a notional after-tax basis) towards repayment of the loan; and • In general, if the conditions are not satisfied by the relevant testing date for those conditions, or if the participant ceases employment before the LTI Plan Shares vest, the participant forfeits all interest in the LTI Plan Shares in full satisfaction of the loan. Cessation of employment Except where the Board determines otherwise in a specific instance, where a participant ceases employment with iSelect prior to any conditions attaching to LTI Plan Shares issued under the LTI Plan being satisfied, their LTI Plan Shares will be forfeited and surrendered (in full satisfaction of the loan) and the participant will have no further interest in the LTI Plan Shares. However the Board has discretion to approve the reason for a participant ceasing employment before LTI Plan Shares have vested in appropriate circumstances. Such circumstances may include ill health, death, redundancy or other circumstances approved by the Board. Where the Board has approved the reason for ceasing employment, it has discretion to determine any treatment in respect of the unvested LTI Plan Shares it considers appropriate in the circumstances – for example, that a pro- rata number of LTI Plan Shares are eligible to vest, having regard to time worked during the performance period and the extent the performance condition has been satisfied at the time of cessation. In relation to vested LTI Plan Shares that remain subject to the loan, the participant will have 12 months (or as otherwise agreed by the Board) from the date of the cessation of their employment to repay the loan. Once the loan is repaid, the participant may deal in the LTI Plan Shares. For the purposes of Sections 200B and 200E of the Corporations Act, iSelect shareholders have approved the giving of any potential benefits under the LTI Plan provided in connection with any future retirement of a participant who holds a ‘managerial or Executive office’ such that for the purposes of the provisions, those benefits will not be included in the statutory limit. Change in control Unless the Board determines otherwise, all LTI Plan Shares will vest upon a ‘change of control’, and participants’ loans will become repayable (including in respect of any outstanding loan where LTI Plan Shares had already vested prior to the ‘change of control’). If the share price has fallen, LTI Plan Shares will be forfeited and surrendered in full satisfaction of the loan. 94 iSelect Annual Report 2019 5.2 Employee share plans (continued) FY2019, FY2018 & FY2017 offer under LTI Plan Each LTI Plan share is offered subject to the achievement of the performance measure, which is tested once at the end of the performance period. The LTI Plans will be measured against one performance measure – relative Total Shareholder Return (TSR). LTI Plan shares that do not vest after testing of the relevant performance measure, lapse without retesting. The shares will only vest if a certain Total Shareholder Return (TSR) relative to the designated comparator group, being the ASX Small Ordinaries Index excluding mining and energy companies, is achieved during the performance period. In relation to the offer, vesting starts where relative TSR reaches the 50th Percentile. At the 50th Percentile, 50% of LTI Plan shares will vest. All LTI Plan shares will vest if relative TSR is above the 75th Percentile. Between these points, the percentage of vesting increases on a straight-line basis. Summary of Shares issued under the FY2019 LTI Plan The following table illustrates the number of, and movements in, shares issued during the year: 2019 NUMBER 2018 NUMBER Outstanding at the beginning of the period - Granted during the period 2,500,000 Forfeited during the period (2,500,000) Exercised during the period Outstanding at the end of the period - - - - - - - The following table lists the inputs to the model for grants made: Five day volume weighted average price (VWAP) as at grant date Exercise price Expected life of LTI Plan shares Risk free rate Dividend yield Expected volatility Fair value of shares at grant date: Relative TSR Class GRANT ON 1 NOVEMBER 2018 $0.67 $0.67 1 year 2.1% 3.4% 40% GRANT ON 1 NOVEMBER 2018 $0.10 s t n e m e t a t S l a i c n a n i F Summary of Shares issued under the FY2018 LTI Plan The following table illustrates the number of, and movements in, shares issued during the year: Outstanding at the beginning of the period 2019 NUMBER 2018 NUMBER 895,000 - Granted during the period - 2,892,301 Forfeited during the period (305,067) (1,997,301) Exercised during the period - - Outstanding at the end of the period 589,933 895,000 The following table lists the inputs to the model for grants made: Five day volume weighted average price (VWAP) as at grant date Exercise price (same as underlying share price at grant date) Expected life of LTI Plan shares Risk free rate Dividend yield Expected volatility GRANT ON 3 JULY 2017 GRANT ON 31 OCTOBER 2017 $2.00 $1.53 $2.00 $1.53 3 years 3 years 2.2% 3.0% 35% 2.2% 3.0% 35% Fair value of shares at grant date: GRANT ON 3 JULY 2017 GRANT ON 31 OCTOBER 2017 Relative TSR Class $0.60 $0.40 iSelect Annual Report 2019 95 5.2 Employee share plans (continued) FY2019, FY2018 & FY2017 offer under LTI Plan (continued) Summary of Shares issued under the FY2017 LTI Plan The following table illustrates the number of, and movements in, shares issued during the year: Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period Outstanding at the end of the period 2019 NUMBER 2018 NUMBER 768,806 3,384,696 - - (768,806) (2,615,890) - - - 768,806 • The following table lists the inputs to the model for grants made: Five day volume weighted average price (VWAP) as at grant date Exercise price (same as underlying share price at grant date) GRANT ON 1 JULY 2016 $1.26 $1.26 Expected life of LTI Plan shares 3 years Risk free rate Dividend yield Expected volatility Fair value of shares at grant date: Relative TSR Class 1.9% 2.3% 35% GRANT ON 1 JULY 2016 $0.37 96 iSelect Annual Report 2019 FY2019, FY2018 & FY2017 Performance Rights Plan The key terms of the Performance Rights Plans are as follows: • • • The Performance Rights Plan allows the Group to issue rights to employees. The number of Performance Rights issued is determined by dividing the remuneration value by the fair value of the Performance Rights at the time of allocation; The Performance Rights Plan will only vest upon satisfaction of certain conditions which are set by the Board at the time of the offer; If the conditions are met and the Performance Rights vest, each participant is entitled to an ordinary share for each Performance Right which vests; • Until the Performance Rights vest and ordinary shares are issued, the participant is not entitled to exercise any voting rights attached to the Performance Rights and is not entitled to any dividend payments; and In general, if the conditions are not satisfied by the relevant testing date for those conditions, or if the participant ceases employment before the Performance Rights Plan Shares vest, the participant forfeits all interest in the Performance Rights. Offer under Performance Rights Plan The Performance Rights Plan rights granted are subject to the achievement of the performance measure, which is tested once at the end of the 3 year performance period. The Performance Rights will be measured against one performance measure – relative Total Shareholder Return (TSR). The Performance Rights that do not vest after testing of the relevant performance measure, lapse without retesting. Cessation of employment Except where the Board determines otherwise in a specific instance, where a participant ceases employment with iSelect prior to any conditions attaching to Performance Rights Plan Shares issued under the Performance Rights Plan being satisfied, their Performance Rights will be forfeited and the participant will have no further interest in the Performance Rights. However the Board has discretion to approve the reason for a participant ceasing employment before Performance Rights have vested in appropriate circumstances. Such circumstances may include ill health, death, redundancy or other circumstances approved by the Board. Where the Board has approved the reason for ceasing employment, it has discretion to determine any treatment in respect of the unvested Performance Rights it considers appropriate in the circumstances – for example, that a pro-rata number of Performance Rights are eligible to vest, having regard to time worked during the performance period and the extent the performance condition has been satisfied at the time of cessation. 5.2 Employee share plans (continued) FY2018 Performance Rights Plan Shares issued under the FY2019, FY2018 and FY2017 Performance Rights plans For the purposes of Sections 200B and 200E of the Corporations Act, iSelect shareholders have approved the giving of any potential benefits under the Performance Rights Plan provided in connection with any future retirement of a participant who holds a ‘managerial or Executive office’ such that for the purposes of the provisions, those benefits will not be included in the statutory limit. Change in control Upon a ‘change of control’, the Board has discretion to determine that some or all of the participants’ Performance Rights vest immediately. FY2019 Performance Rights Plan The following table illustrates the number of, and movements in, shares issued during the year: 2019 NUMBER 2018 NUMBER s t n e m e t a t S l a i c n a n i F The following table illustrates the number of, and movements in, shares issued during the year: Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period 2019 NUMBER 2018 NUMBER 547,949 - - 772,303 (140,687) (224,354) - - Outstanding at the end of the period 407,262 547,949 The following table lists the inputs to the model for grants made: GRANT ON 3 JULY 2017 $2.00 3 years 2.2% 3.0% 35% GRANT ON 3 JULY 2017 $1.16 $1.79 Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period - 2,594,261 - - Outstanding at the end of the period 2,594,261 - - - - - Five day volume weighted average price (VWAP) as at grant date Expected life of Performance Rights Plan Risk free rate Dividend yield Expected volatility Fair value of shares at grant date: The following table lists the inputs to the model for grants made: GRANT ON 2 JULY 2018 Relative TSR Class Retention Rights Class Five day volume weighted average price (VWAP) as at grant date Expected life of Performance Rights Plan Risk free rate Dividend yield Expected volatility Fair value of shares at grant date: Relative TSR Class $0.80 3 years 2.28% 4.1% 40% GRANT ON 2 JULY 2018 $0.45 iSelect Annual Report 2019 97 5.2 Employee share plans (continued) Shares issued under the FY2019, FY2018 and FY2017 Performance Rights plans (continued) FY2017 Performance Rights Plan The following table illustrates the number of, and movements in, shares issued during the year: Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period 2019 NUMBER 2018 NUMBER 962,428 1,535,043 - - (277,254) (572,615) - - Outstanding at the end of the period 685,174 962,428 The following table lists the inputs to the model for grants made: 2018 Retention Plan (issued under Performance Rights Plan) The FY2018 Retention Plan was offered to certain senior management during the 2018 financial year. Two tranches were issued with shares vesting on either 30 September 2018 (Tranche 1) or 31 March 2019 (Tranche 2) subject to the individual still being employed with the Group at the time of vesting. There are no performance conditions attached to the Retention Plan. The following table illustrates the number of, and movements in, shares issued during the year: Outstanding at the beginning of the period Granted during the period Forfeited during the period Exercised during the period Outstanding at the end of the period 2019 NUMBER 2018 NUMBER 204,235 - - - (204,325) 204,325 - - - 204,325 GRANT ON 1 JULY 2016 The following table lists the inputs to the model for grants made: Five day volume weighted average price (VWAP) as at grant date Expected life of Performance Rights Plan Risk free rate Dividend yield Expected volatility Fair value of shares at grant date: Relative TSR Class Retention Rights Class $1.26 3 years 1.9% 2.3% 35% GRANT ON 1 JULY 2016 $0.75 $1.15 GRANT ON 1 MARCH 2018 TRANCHE 1 GRANT ON 1 MARCH 2018 TRANCHE 2 $1.11 $1.08 6 months 1 year Five day volume weighted average price (VWAP) as at grant date Expected life of Performance Rights Plan Fair value of shares at grant date: GRANT ON 1 MARCH 2018 TRANCHE 1 GRANT ON 1 MARCH 2018 TRANCHE 2 Retention Rights Class $1.11 $1.08 98 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F Section 6: Our investments This section outlines our group structure and includes information about our controlled and associated entities. It provides details of changes to these investments and their effect on our financial position and performance during the financial year. It also includes the results of our associated entities. 6.1 Parent entity disclosures 6.2 Subsidiaries The accounting policies of the parent entity, iSelect Limited, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements except for accounting for investments in subsidiaries which are measured at cost. CONSOLIDATED 2019 $’000 2018 $’000 4,297 7,869 165,165 174,810 169,462 182,679 92,352 93,067 92,352 93,067 77,110 89,612 111,290 111,066 3,960 3,198 Financial Position Assets Current Assets Non-Current Assets Total Assets Liabilities Current Liabilities Total Liabilities Net Assets Equity Contributed Equity Reserves Accumulated Losses (38,140) (24,652) Total Equity 77,110 89,612 Financial Performance Loss of the parent entity Total comprehensive loss of the parent entity (4,812) (4,812) (163) (163) There are no contractual or contingent liabilities of the parent as at reporting date (2018: $nil). iSelect Limited has issued bank guarantees and letters of credit to third parties for various operational purposes. It is not expected these guarantees will be called on. The consolidated financial statements include the financial statements of iSelect Limited as the ultimate parent, and the subsidiaries listed below: 2019 2018 iSelect Health Pty Ltd2 Australia 100% 100% iSelect Life Pty Ltd Australia 100% 100% iSelect General Pty Ltd Australia 100% 100% iSelect Media Pty Ltd2 Australia 100% 100% iSelect Mortgages Pty Ltd2 Australia 100% 100% Infochoice Pty Ltd1 Australia 0% 100% iSelect Services Pty Ltd2 Australia 100% 100% Tyrian Pty Ltd2 Australia 100% 100% General Brokerage Services Pty Ltd2 Energy Watch Trading Pty Ltd2 Australia 100% 100% Australia 100% 100% Procure Power Pty Ltd2 Australia 100% 100% Energy Watch Services Pty Ltd2 iSelect International Pty Ltd2 Intelligent Money Sdn Bhd iMoney Comparison Sdn Bhd iMoney Comparison Singapore Pte Ltd Australia 100% 100% Australia 100% 100% Malaysia 84.3% 78.1% Malaysia 84.3% 78.1% Singapore 84.3% 78.1% PT Atur Duit Indonesia Indonesia 84.3% 78.1% iMoney Co., Ltd Thailand 84.3% 78.1% iMoney Comparison Philippines iMoney Hong Kong Pte Ltd Philippines 84.3% 78.1% Hong Kong 84.3% 78.1% 1 Disposed on 18 February 2019. 2 A Deed of Cross Guarantee has been entered into by iSelect Limited and these entities. Refer to note 6.4. iSelect Annual Report 2019 99 6.3 Changes in group structure Discontinued operations The net cash flows generated/(incurred) by Infochoice Pty Ltd are, as follows: 2019 $’000 2018 $’000 96 - 96 983 - 983 CENTS CENTS (1.1) (1.1) (7.6) (7.6) Operating Financing Net cash inflow/(outflow) Earnings/loss per share Basic profit/(loss) for the period from discontinued operations Diluted profit/(loss) for the period from discontinued operations On 21 December 2018, the Group executed a share sale agreement to sell Infochoice Pty Ltd, a wholly owned subsidiary. At 30 June 2019, Infochoice Pty Ltd was classified as a discontinued operation. The business of Infochoice Pty Ltd represented the Group’s financial services and products comparison operating segment. With Infochoice Pty Ltd being classified as a discontinued operation, its operating results are no longer presented in the segment note. The sale of Infochoice Pty Ltd was completed on 18 February 2019. The results of Infochoice Pty Ltd for the period are presented below: CONSOLIDATED JUN 2019 $’000 JUN 2018 $’000 426 (1,035) (609) 5 1,208 (989) 219 9 (603) (16,902) (1,207) (16,674) Revenue Expenses Operating income Interest revenue Impairment of other intangible assets Profit/(loss) before tax from discontinued operations Tax benefit/(expense) related to current pre-tax loss (1,150) (55) Post-tax profit/(loss) of discontinued operations (2,357) (16,729) The net cash flows generated from the sale of Infochoice Pty Ltd are, as follows: Cash received from sale of discontinued operations Cash sold as a part of discontinued operations Net cash flow on date of disposal $’000 - - - 100 iSelect Annual Report 2019 s t n e m e t a t S l a i c n a n i F 6.4 Deed of cross guarantee Pursuant to the iSelect Deed of Cross Guarantee (“the Deed”) and in accordance with ASIC Class Order 98/1418, the subsidiaries identified with a ‘2’ in note 6.2 are relieved from the requirements of the Corporations Act 2001 relating to the preparation, audit and lodgment of their financial reports. iSelect Limited and the subsidiaries identified with a ‘2’ in note 6.2 together are referred to as the “Closed Group”. The Closed Group, with the exception of General Brokerage Services Pty Ltd, Energy Watch Trading Pty Ltd, Procure Power Pty Ltd, Energy Watch Services Pty Ltd and iSelect International Pty Ltd entered into the Deed on 26 June 2013. General Brokerage Services Pty Ltd, Energy Watch Trading Pty Ltd, Procure Power Pty Ltd and Energy Watch Services Pty Ltd entered into the Deed on 1 July 2014, the date they were acquired as part of the Energy Watch Group acquisition. iSelect International entered the Deed on 8 September 2014. The effect of the Deed is that iSelect Limited guarantees to each creditor payment in full of any debt in the event of winding up any of the entities in the Closed Group. The consolidated income statement of the entities that are members of the Closed Group is as follows: The consolidated balance sheet of the entities that are members of the Closed Group is as follows: CONSOLIDATED 2019 $’000 2018 $’000 Assets Current assets Cash and cash equivalents 9,023 17,715 Trade receivables and contract assets 25,533 25,499 Trail commission asset Income tax receivable Other assets 19,781 16,565 679 6,619 3,006 7,353 Total current assets 61,635 70,138 Non-current assets Investments Trail commission asset 36,799 66,918 52,183 45,808 CONSOLIDATED Property, plant and equipment 9,060 7,969 2019 $’000 2018 $’000 Consolidated income statement Loss from continuing operations before income tax (20,111) (21,033) Income tax benefit 5,949 6,734 Net loss for the year (14,162) (14,299) Retained earnings at the beginning of the period Transferred in from divested subsidiary 4,101 30,790 (8,676) - Goodwill and other intangible assets 34,976 27,497 Total non-current assets 133,018 148,192 Total assets 194,653 218,330 Liabilities Current liabilities Trade and other payables 68,529 73,025 Lease liabilities Provisions 2,471 5,164 2,489 5,065 Total current liabilities 76,164 80,579 Non-current liabilities Net loss for the year (14,162) (14,299) Provisions Dividends paid - (12,390) Lease liabilities Retained earnings at the end of the year (18,737) 4,101 Net deferred tax liabilities 418 6,773 14,785 343 5,929 13,114 Total non-current liabilities 21,976 19,386 Total liabilities Net Assets Equity Contributed equity Reserves Retained earnings Total Equity 98,140 99,965 96,513 118,365 111,290 111,066 3,960 (18,737) 3,198 4,101 96,513 118,365 iSelect Annual Report 2019 101 Section 7: Other information This section provides other information and disclosures not included in the other sections, for example our external auditor’s remuneration, commitments and contingencies and significant events occurring after the reporting date. 7.1 Other accounting policies 7.2 Related party transactions Changes in accounting policies AASB Interpretation 23 Uncertainty over Income Tax Treatment The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of AASB 112 and does not apply to taxes or levies outside the scope of AASB 112, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following: • Whether an entity considers uncertain tax treatments separately • The assumptions an entity makes about the examination of tax treatments by taxation authorities • How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates • How an entity considers changes in facts and circumstances An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The Group will apply the interpretation from its effective date. Whilst the Group operates in a multinational tax environment, tax obligations from jurisdictions outside of Australia are not material. As a result, the Group does not expect any material impact on application of the Interpretation. Application Date of Standard: 1 January 2019 Application Date for the Group: 1 July 2019 2018-1 Amendments to Australian Accounting Standards – Annual Improvements 2015-2017 Cycle These improvements include: AASB 11 Joint Arrangements A party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined in AASB 3. The amendments clarify that the previously held interests in that joint operation are not remeasured. An entity applies those amendments to transactions in which it obtains joint control on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted. These amendments are currently not applicable to the Group but may apply to future transactions. Application Date of Standard: 1 January 2019 Application Date for the Group: 1 July 2019 Transactions and their terms and conditions with other related parties Precision Group of Companies Pty Ltd and its related entities (“Precision Group”) are considered to be related parties of the Group. This is due to Precision Group being under significant influence of Mr Shaun Bonett, a Non- Executive director of the Group. The Group has a five year leasing agreement with Precision Group to lease commercial space at four shopping centres. The Group paid Precision Group $319,552 (2018: $247,549) for lease of office space and outgoings at Adelaide Central Plaza, Chevron Renaissance, MacArthur Central and Pran Central. The Group also paid Precision Group $300,000 to allow for the variation of its existing property leases. The lease agreements were terminated effective 30 June 2019. The amount payable as at 30 June 2019 was $284 (2018: nil). Mr Bonett were not present during any discussions relating to potential venues and the terms and conditions of the lease agreements. Prezzee Pty Ltd is considered to be a related party of the Group. This is due to Precision Group’s significant influence over Prezzee Pty Ltd through its investment in the company. The Group paid Prezzee Pty Ltd $309,469 (2018: $802,996) in relation to digital gift cards for customer and staff incentives. The amount payable as at 30 June 2019 was $10,700 (2018: $59,200). Mr Bonett is not an officer or Director of Prezzee Pty Ltd. 7.3 Auditor’s remuneration The external auditor of the Group is Ernst & Young (EY). In addition to the audit and review of our financial reports, EY provides other services throughout the year. This note shows the total fees to external auditors split between audit, audit related and non-audit related services. CONSOLIDATED 2019 $ 2018 $ Ernst & Young Audit and review of financial statements 355,890 375,000 Other assurance services 11,500 - Regulatory compliance 38,110 37,000 Total remuneration of Ernst & Young 405,500 412,000 102 iSelect Annual Report 2019 7.4 Events after the reporting date No matters or circumstances have arisen since the end of the period that have significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 7.5 Commitments and contingencies Life insurance policies On 24 October 2011, iSelect Life Pty Ltd reported to the Australian Securities and Investment Commission a breach in relation to its Australian financial services license relating to life insurance policies sold between April 2009 and March 2011. As a result of this breach, an internal review of all life insurance policies sold during that period was undertaken. The review and remediation work commenced in October 2011. As at 30 June 2019, 100% (30 June 2018: 100%) of the initial 5,095 policies had been reviewed by iSelect with only 533 (30 June 2018: 557) policies in relation to one provider still subject to final remediation. The amount, if any, of the liability associated with those policies yet to be remediated cannot be reliably determined at this time, and accordingly no amounts have been recorded in the consolidated financial statements for the year ended 30 June 2019 (30 June 2018: nil). Potential liabilities for the Group, should any obligation be identified, are expected to be covered by insurance maintained by the Group. ACCC proceedings On 12 April 2019, the Group was advised that the Australian Competition and Consumer Commission (ACCC) has commenced proceedings against iSelect in relation to commercial disclosures and statements that were displayed on its energy comparison site. It is not presently possible to determine with certainty the costs and extent of corrective action, if any, will be required, or whether all or any portion of such costs will be covered by insurance or will be recoverable from others. Since it presently is not possible to determine the outcome of these proceedings, no provision has been made in the financial statements for their ultimate resolution. s t n e m e t a t S l a i c n a n i F iSelect Annual Report 2019 103 Directors’ Declaration In accordance with a resolution of the Directors of iSelect Limited we state that: 1. In the opinion of the Directors: a. the consolidated financial statements and notes that are set out on pages 56 to 103 and the Directors’ report, are in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance, for the financial year ended on that date; and ii. complying with Australian Accounting Standards and the Corporations Regulations 2001; and iii. there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. 2. There are reasonable grounds to believe that the Company and the Group entities identified in note 6.2 will be able to meet any obligations or liabilities; 3. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and the Chief Financial Officer for the financial year ended 30 June 2019; 4. The Directors draw attention to note 1.1 to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards; and 5. As at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 6.4 will be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the Deed of Cross Guarantee. On behalf of the Directors Chris Knoblanche AM Director Melbourne, 20 August 2019 Melanie Wilson Director Melbourne, 20 August 2019 104 iSelect Annual Report 2019 Independent Auditor’s Report t r o p e R s ’ r o t i d u A t n e d n e p e d n I iSelect Annual Report 2019 105 106 iSelect Annual Report 2019 t r o p e R s ’ r o t i d u A t n e d n e p e d n I iSelect Annual Report 2019 107 108 iSelect Annual Report 2019 t r o p e R s ’ r o t i d u A t n e d n e p e d n I iSelect Annual Report 2019 109 110 iSelect Annual Report 2019 n o i t a m r o f n I X S A ASX Information Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as of 31 July 2019. Distribution of Shareholdings Twenty Largest Shareholders The twenty largest shareholders of fully paid ordinary shares as at 31 July 2019 were: SIZE OF HOLDING 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over FULLY PAID ORDINARY SHARES NUMBER OF SHARES^ 97,614 950,581 1,306,333 9,064,526 206,442,339 NAME J P Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited Innovation Holdings Australia Pty Ltd BNP Paribas Nominees Pty LtdNUMBER OF ORDINARY SHARES HELD % OF ISSUED CAPITAL 47,887,439 21.98 46,105,258 21.16 37,331,061 17.14 12,555,569 5.76 ^ The total number of shares on issue as at 30 June 2019 was 217,861,393 and 31 July 2018 was 218,477,397. Citicorp Nominees Pty Limited 10,309,889 Marketable Parcels The number of holders holding parcels of less than $500 was 179 as at 31 July 2019. Shares Subject to Voluntary Escrow As at 31 July 2019, there are no shares subject to voluntary escrow. Substantial Shareholders as at 31 July 2019 4.73 4.27 2.68 2.35 2.32 National Nominees Limited Innovation Holdings Australia Pty Ltd 9,311,173 5,846,579 BNP Paribas Noms Pty Ltd 5,118,959 Innovation Holdings Australia Pty Ltd 5,048,310 Invia Custodian Pty Limited 1,785,268 1,288,072 1,204,838 0.82 0.59 0.55 1,100,095 0.50 1,004,240 0.46 NAME BHL Management Services Limited Renaissance Asset Management Quest Asset Partners 20,181,487 Forager Funds Management 19,021,403 Burgundy Asset Management 15,484,720 Thorney Investment Group 14,782,729 Microequities Asset Management 10,921,333 9.26 8.73 7.11 6.79 5.01 Lambrook Pty Ltd 1,000,000 0.46 Mr David Julian Christie 918,551 Mr Scott David Wilson Invia Custodian Pty Limited 840,663 797,811 0.42 0.39 0.37 The percentage holding of the 20 largest shareholders of iSelect Ltd fully-paid ordinary shares was 89.02 %. iSelect Annual Report 2019 111 Reported vs Underlying Results ) 5 1 7 7 , ( - 9 9 5 - - - - - - - ) 4 1 3 8 , ( 1 5 1 , 5 1 5 0 2 , 1 9 8 9 3 , 0 1 9 6 1 5 , 1 9 6 0 , 1 7 9 5 4 1 2 3 , 3 5 4 0 5 4 4 , ) 2 5 2 2 , ( I G N Y L R E D N U S T N E M T S U J D A D E T R O P E R 9 1 Y F 0 0 0 $ ’ E G N A H C N I - T N U O C C A G N I - D N A T S S D R A Y E N O M I - R O F R E P E C N A M C C C A S K S O K I S T L U S E R - C U R T S E R - C U R T S E R E R U T E R U T - R O P R O C E T A E P A C N W O T I L A T P A C I - E T R W S F F O - I R A P M I F O T N E M - O F N I I E C O H C S T E S S A - I R A P M I F O T N E M E M O H S N A O L 9 1 Y F 0 0 0 $ ’ 6 6 8 2 2 , 5 0 2 , 1 0 9 3 3 , 0 1 9 6 1 5 , 1 9 6 0 , 1 7 9 5 4 1 2 3 , 3 5 4 0 5 4 4 , 2 6 0 6 , A D T B E I 112 iSelect Annual Report 2019 ) 9 1 4 ( - 9 8 2 3 7 4 1 , 5 0 2 , 1 8 7 0 4 , - 0 1 9 - - 6 1 5 , 1 9 6 0 , 1 ) 0 7 6 3 , ( - ) 2 4 2 ( ) 3 7 2 ( 2 6 0 , 1 1 5 0 2 , 1 6 3 8 3 , 7 3 6 ) 1 3 5 ( 5 8 9 ) 1 2 3 ( 8 4 7 - 7 9 5 ) 9 7 1 ( 8 1 4 - - - 4 1 2 3 , 3 5 4 0 5 4 4 , ) 8 0 5 ( ) 0 6 7 2 , ( ) 7 9 3 ( ) 9 9 ( ) 8 2 ( ) 0 0 6 , 1 ( e s n e p x e x a t e m o c n I 7 1 8 2 , 4 5 3 2 2 4 4 , ) 0 6 3 4 , ( d o i r e p e h t r o f t fi o r P 1 . 5 . 6 0 4 . 1 . 3 0 5 0 . . 3 0 2 0 . 3 . 1 2 0 . . 0 2 ) 7 . 1 ( S P E d n a n o i t a c e r p e D i n o i t a s i t r o m a I T B E e m o c n i e c n a n fi t e N x a t e m o c n i e r o f e b ) s s o l ( / t fi o r P e s n e p x e Corporate Directory ABN 48 124 302 932 DIRECTORS Chris Knoblanche Brodie Arnhold Shaun Bonett Bridget Fair Geoff Stalley Melanie Wilson CHIEF EXECUTIVE OFFICER Brodie Arnhold COMPANY SECRETARY Mark Licciardo REGISTERED OFFICE 294 Bay Road Cheltenham Victoria 3192 Australia Phone: +61 3 9276 8000 PRINCIPAL PLACE OF BUSINESS 294 Bay Road Cheltenham Victoria 3192 Australia Phone: +61 3 9276 8000 SHARE REGISTER Computershare Investor Services Pty Ltd Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 Australia iSelect Limited shares are listed on the Australian Securities Exchange (ASX: ISU) SOLICITORS Clayton Utz 18/333 Collins Street Melbourne Victoria 3000 Australia BANKERS Commonwealth Bank of Australia 385 Bourke Street Melbourne Victoria 3000 Australia AUDITORS Ernst & Young 8 Exhibition Street Melbourne Victoria 3000 Australia y r o t c e r i D e t a r o p r o C iSelect Annual Report 2019 113 Annual Report 2019 i S e l e c t A n n u a l R e p o r t 2 0 1 9 www.iselect.com.au