STRONGER TOGETHER Annual Report 2015 WE ARE Contents Steadfast Group Financial Highlights Message from the Chairman Message from the Managing Director & CEO Steadfast Network Brokers Steadfast Underwriting Agencies Steadfast Strategic Partners Sustainability Board of Directors Senior Management Team Chief Financial Officer Report 2015 Financial Report 02 04 05 06 08 10 12 14 15 16 18 20 Steadfast Group Annual Report 2015 NETWORK BROKERS, UNDERWRITING AGENCIES, COMPLEMENTARY BUSINESSES & STRATEGIC PARTNERS. STRONGER TOGETHER. OUR VISION To enhance the value of Steadfast-aligned businesses through our combined strength, creating exceptional value for our shareholders. In the past 12 months we have strengthened our network of insurance brokers and underwriting agencies by enhancing the services we provide to them and by adding new brokers and agencies to the network. We have strengthened our strategic relationships with insurers and other partners by working together to identify and develop growth opportunities. These initiatives are reflected in our strong financial performance, despite soft markets, and place us in a strong position to capitalise on improving market conditions. Steadfast was established in 1996 by bringing together independently owned insurance brokers and using the power of numbers to create better insurance solutions for their clients. Nineteen years on: We are the largest distribution channel of general insurance products across Australia and New Zealand. We are the largest group of underwriting agencies in Australia and New Zealand, distributing products and services through the Steadfast network, and through other networks and brokers. We provide our network with access to close to 160 broker services including complimentary solutions like premium funding, legal services, technology and back office support. 1 Steadfast Group Network Brokers FY15 GWP ($ billion) Steadfast Group provides services to 304 Steadfast Network Brokers funded by Marketing & Administration (M&A) Fees from Strategic Partners Underwriting Agencies FY15 GWP ($ million) Equity interests in 22 underwriting agencies which distribute products through the Steadfast Network and through other networks and brokers $4.4b $385m Complementary Businesses provide cross-selling opportunities and cost efficiencies to the Group Life Specialist life insurance broker, 50% owned Technology service arm for Steadfast- aligned businesses Back office service provider, 100% owned Reinsurance broker, 50% owned Steadfast Virtual Underwriter, an electronic insurance transaction solution Insurance legal practice, 25% owned 50% joint venture in premium funder FY15 GWP funded ($ billion) $1.3b Largest general insurance intermediary network in Australia $4.8b $18.4b 26% market share in 2014* 2 SOURCE: Steadfast and APRA Intermediated General Insurance Statistics, December 2014. *Based on 2014 GWP on a run rate basis. Steadfast Group Annual Report 2015 Business Highlights 2014/2015 DELIVERED on growth and earnings guidance in a soft market ACQUIRED four brokers, one reinsurance broker and a New Zealand broker network with annual GWP of ~$515 million and 11 underwriting agencies with annual GWP of ~$570 million ENHANCED the network portfolio through the launch of a retail product offering, Steadfast Direct, and a life insurance offering through a strategic partnership with MetLife ESTABLISHED Steadfast New Zealand to create a similar platform to Steadfast Australia GREW share of intermediary general insurance market and became the largest underwriting agency group in Australia BUILDING a presence in Asia to place Asian risks for Steadfast Network Brokers in Australia and New Zealand Footprint across Australia, New Zealand and Singapore 1 Singapore 76 Western Australia 5 Northern Territory 48 South Australia 152 Queensland 192 New South Wales 174 Victoria 747 Offices 56 North Island 14 South Island 11 Canberra 18 Tasmania 3 Steadfast Group Annual Report 2015 Financial Highlights Underlying NPAT1 $ million Underlying Cash EPS1 cents per share 2015 Dividend cents per share $42m 9.79cps 5.0cps Up 30% year-on-year Up 23% year-on-year Up 11% year-on-year Network Brokers GWP ($b) $4.4b Up 8.4% year-on-year Underwriting Agencies GWP ($m) $385m Up 165% year-on-year Network Brokers and Agencies Billings $ billion 5.0 4.0 3.0 2.0 1.0 0.0 3.9 4.1 4.4 3.4 3.0 FY11 FY12 FY13 FY14 FY15 400 300 200 100 0 385 $6.1b Consists of GWP and fees plus levies and taxes 145 114 51 46 FY11 FY12 FY13 FY14 FY15 Fees & Commissions ($m)1 $234m Up 98% year-on-year EBITA pre Corporate Office1 Expenses ($m) $99m Up 40% year-on-year 250 200 150 100 50 0 118 104 85 90 99 70 61 52 54 234 100 80 60 40 20 0 FY11 FY12 FY13 FY14 FY15 FY11 FY12 FY13 FY14 FY15 1 Underlying FY15 results compared to underlying pro-forma FY14 results. Adjustments to statutory results outlined on page 18 under “Reconciliation of NPATA”. 4 Steadfast Group Annual Report 2015 Message from the Chairman Steadfast has achieved strong growth in its second year as a listed entity. For the 2015 financial year, Steadfast Group (“Steadfast”) reported an increase of: • 72% in revenue to $299 million1; • 30% in net profit after tax to $42 million1; • 23% in cash earnings per share to 9.79 cents1; and • 11% in the full year (fully franked) dividend of 5.0 cents per share. The growth for the year was primarily due to acquisitions and actions taken to improve the efficiency of our business. Growth was curtailed by lower premium rates during the past 12 months. In line with our strategy, Steadfast made a number of acquisitions. We acquired four insurance brokers, one reinsurance broker, a New Zealand broker network and 11 underwriting agencies for total consideration of over $400 million. Our acquisition criteria of earnings accretion in year one and cultural and strategic fit remain unchanged. Transformational acquisitions Most of the consideration was spent on Calliden’s eight underwriting agencies and two QBE underwriting agencies, which together transformed Steadfast into the largest underwriting agency group in Australia and New Zealand. It is unusual for such large acquisition opportunities to materialise and we are grateful for the support from our shareholders for providing the funds that enabled us to purchase businesses of such size and importance to the future growth of Steadfast. Network broker growth Gross written premiums (GWP) placed by Steadfast Network Brokers were $4.4 billion, up 8.4% compared to FY14 despite soft market conditions. The growth in our network was driven by acquisitions, particularly the purchase in July 2014 of the Allied Insurance Group, a New Zealand broker network, and the acquisition in August 2014 of Ausure Group, a network of authorised representatives. As a result, we have strengthened our position as the largest general insurance network broker in Australia and as a leading player in New Zealand. Capital management To fund the acquisitions announced in February 2015 (“the Acquisitions”), Steadfast conducted a $300 million equity raising (“Equity Raising”). We were extremely pleased with the support, both from our institutional and retail shareholders, manifested by the high take-up rates of the 1:3 non-renounceable entitlement offer. By 1 April 2015, we successfully completed the Equity Raising and the Acquisitions, and increased our market capitalisation to over $1 billion. A high percentage of shares – approximately 30% – are still owned by Steadfast brokers and agencies, which highlights their commitment to the Steadfast Group and its future success. We enter FY16 with a much larger balance sheet, excellent operating results, a healthy acquisition pipeline and a sound outlook. These have enabled the Board to raise the Group’s target debt to equity plus debt ratio from 20% to 25%. This change has allowed us to lock in debt facilities of $285 million and provides us with capacity of $110 million for future acquisitions and deferred settlements (after funding $20 million of deferred settlements by the end of September 2015). These new debt facilities have been established since year end. Details are included in the 2015 Financial Report. Dividends Our strong growth in profits and cash flow has allowed your Board to declare a final 2015 dividend of 3.0 cents per share, fully franked. This resulted in a full year 2015 dividend of 5.0 cents per share, fully franked, an increase of 11% year-on-year. The full year dividend is in line with our target payout ratio of between 65% and 85% of net profit after tax. Corporate governance Corporate governance remains a key role for your Board. In addition to reviewing and updating the Board Charters and Policies every year to ensure they are relevant, we gather feedback from the market by holding meetings with proxy advisors and shareholder associations. The Board is pleased to again report that the strong corporate governance and risk management in place have enabled Steadfast to report no material breaches during the year. Summary In closing, I would like to thank all those who have made Steadfast stronger, including our valued employees, our brokers, our underwriting agencies, our Strategic Partners and our end customers. I would also like to extend my gratitude to my fellow Directors, particularly our Managing Director & CEO, for their insight and support in guiding Steadfast through another very successful year. Under the leadership of Robert Kelly and his senior management team, the Group has delivered on its strategic initiatives to grow the business both organically and through acquisitions to produce outstanding results. We look forward to another year of strong growth for the benefit of our shareholders. Frank O’Halloran AM CHAIRMAN 1 Underlying FY15 results compared to underlying pro-forma FY14 results. Adjustments to statutory results outlined on page 18 under “Reconciliation of NPATA”. 5 Steadfast Group Annual Report 2015 Message from the Managing Director & CEO Stronger together and delivering on earnings guidance and strategic initiatives. Over the past two years, Steadfast has become a leading co-owner and consolidator of broker businesses, underwriting agencies and other complementary businesses in Australia and New Zealand. This is in addition to being the largest general insurance intermediary network in Australia. At the same time, we have exceeded our cash earnings per share growth targets and made significant progress with our strategic initiatives. Financial performance In 2014/2015, Steadfast Group reported underlying net profit after tax and before amortisation (NPATA) of $57 million, up 38% year-on-year1. Including our $300 million equity raising in February and March 2015, the growth in underlying cash earnings per share was 23% and in line with our revised guidance and well ahead of our initial FY15 guidance. 2014/2015 acquisitions Acquisitions transacted during the financial year enabled us to achieve strong growth despite soft market conditions. They include four broker businesses, one reinsurance broker and a New Zealand broker network with annual GWP of around $515 million, and 11 underwriting agencies with annual GWP of about $570 million. Each acquisition met our criteria for cultural and strategic fit as well as being cash EPS accretive. Most acquisitions came from within our network or from long-term strategic partnerships, where Steadfast played a major role in the distribution of their niche products. Underwriting agencies The Calliden and QBE acquisitions have led us to become the largest group of underwriting agencies in Australia and New Zealand and have diversified our earnings mix. To manage the expanded group effectively, we appointed Simon Lightbody as the CEO of Steadfast Underwriting Agencies. Together with his newly formed support team and our due diligence, finance and technology teams, Simon has ensured the integration process has been smooth and expeditious. Pages 10 and 11 highlight how significantly the underwriting agency group has grown and lists each of our agency brands with a description of their specific market segment. Network brokers Growth opportunities provided to our 304 network brokers include enhancing their network service offering, creating back office cost synergies and strengthening our Strategic Partner relationships. Pages 8 and 9 outline some of the key services we provide to our brokers and explain why Steadfast Network Brokers are able to consistently outperform the market. Two recent important product enhancements made to the network are worth highlighting. First, Steadfast has partnered with MetLife to provide our brokers with an exclusive line of life products tailored to the SME market. Since the strategic partnership was announced in November 2014, Steadfast Network Brokers are selling MetLife products either directly or through our life broker, Steadfast Life. Second, we launched a retail insurance offering to the network, Steadfast Direct, to “take back the farm”. Since our pilot with a small group of brokers in May 2015 and the launch in July 2015, our brokers have generated ~$4 million in premiums through Steadfast Direct and are excited about the prospect of being able to sell competitive retail home and motor products to clients. 1 Underlying FY15 results compared to underlying pro-forma FY14 results. Adjustments to statutory results outlined on page 18 under “Reconciliation of NPATA”. 6 Steadfast Group Annual Report 2015 2014/2015 acquisitions Brokers Underwriting agencies Allied Insurance Group New Zealand broker network Ausure Group network of authorised representatives Steadfast Re reinsurance broker IMC trade credit insurance broker Calliden ARGIS A+HPRO calliden home Residential Builders Dawes IUA Mansions of Australia QUS BCB specialises in insurance for strata market IC Frith 2nd member of the Steadfast Network CAIP CHU UAA Cost saving initiatives Our brokers are benefiting from cost savings through our hubbing and common back office services initiatives. We have created eight hubs in six states by merging 26 brokers together and are very close to achieving our goal of extracting a total 7% cost saving for each hub over a two year period. Cost savings have also been made with a number of our brokers taking advantage of back office services provided by our subsidiary, White Outsourcing. Furthermore, we are starting to generate savings and improved service levels from offshoring in Vietnam and the Philippines. All of these initiatives mean we are well positioned for margin improvements as the market hardens. Strategic Partners On behalf of our brokers, Steadfast deals with over 200 Strategic Partners including some of the world’s leading insurance providers. The importance of our partnerships and recent partner developments can be found on pages 12 and 13. Senior management team In April we rolled out a new corporate structure, which promoted three recent hires to the senior management team – Nick Cook, Adrian Humphreys and Duncan Ramsay. Their impressive biographies as well as those of the rest of our senior management team can be found on pages 16 and 17. I feel very fortunate to have such a strong, diverse team of people working on the Group’s strategic initiatives. Part of this new structure has included more resources behind business development, human resources, marketing and technology, to help our subsidiaries and brokers. New Zealand We have made significant progress in New Zealand, building a similar platform to that of Steadfast Australia. The Allied Insurance Group, acquired in July 2014, provided us with a local vehicle to provide services to brokers in New Zealand and has increased our share of the general insurance intermediary market to 10%. This places us in a strong negotiating positiion with our Strategic Partners to fund enhancements to our brokers’ service offering and to drive top line growth for all parties. Asia We are starting to build a meaningful presence in Asia with affiliated brokers based in China, Hong Kong, Malaysia, Philippines, Singapore, Thailand and Vietnam. These brokers are assisting our Australian and New Zealand broker networks to place business in Asia. The next 12 months will see a focus on developing an Asian broker network and exploring the portability of our underwriting agencies, reinsurance brokers and life broker into Asia. Outlook Throughout Steadfast’s 19-year history, the Group has demonstrated strong growth despite the ebbs and flows of the general insurance cycle. This is as a result of our defensive SME customer base and only a 2% exposure to the high-end corporate market. This is also due to our resilient business model – well diversified by broker, agency, geographic region and product line – and our business strategy, which reflects multiple growth opportunities on an organic basis and through acquisitions. Based on the anticipated uplift from acquisitions made during the past 12 months and flat market conditions, we are providing FY16 cash EPS growth guidance of between 10% and 14%. This assumes no further material acquisitions. Please note our key risks on pages 26 and 27. Thank you The entrepreneurial spirit that established the company in 1996 is evident in what has been achieved over the past 12 months and since the company listed on the ASX in August 2013. Steadfast was founded on the premise “none of us is as good as all of us” which remains true today. Our growth and success have been made possible by everyone who has become part of the Steadfast Group – our brokers, our underwriting agencies, our complementary businesses, our Strategic Partners and of course our valued employees, senior management team and board members. Thank you for all your hard work this year and for validating the strength of our business proposition. Robert Kelly MANAGING DIRECTOR & CEO 7 Steadfast Group Annual Report 2015 Steadfast Network Brokers Advantage: we are the largest general insurance broker network in Australia and New Zealand Since 1996, we have been doing all we can to help our brokers differentiate themselves in the market. Our innovative, best-in-class products and services are only available through the Steadfast Network. This exclusivity plus Steadfast’s market access gives our brokers a real competitive advantage. Although our negotiating position is important, it is our services and support system that provides expert guidance to every Steadfast Network Broker. Our brokers live in local communities so they know their clients and can give them genuine personal services backed by the strength of Steadfast. Steadfast Network Brokers also benefit from access to niche products and services through our equity ownership in: • 22 underwriting agencies • a life broker • a reinsurance broker • Macquarie Pacific Funding • a back office service provider • a leading insurance legal practice • a leading technology service arm To grow the Steadfast Network Brokers’ business further, we have been running a national brand awareness campaign since January 2015. This year’s campaign has included TV, billboard and digital marketing advertising with a “Fear Less” message, sponsorships (Nissan V8 supercars and Brisbane Roar soccer team) and updated broker marketing material. The Steadfast Advantage Part of the Steadfast Group DNA is about helping each other based on our saying “none of us is as good as all of us.” Below is a list of some of the ways we help our brokers and in turn their clients: Best-in-class policies Steadfast Network Brokers have the benefit of exclusive Steadfast-negotiated policies that offer broader coverage and better pricing than the standard product offerings of the major insurers and underwriting agencies. Market access Steadfast has solid relationships with a significant number of insurers, underwriters and specialist insurance providers – referred to as our Strategic Partners. Steadfast Network Brokers have unrestricted access to our Strategic Partners and therefore an extensive market of product and service providers. Helplines Our helplines are an essential part of the online support we provide to our broker network. Advice is provided by experts in the following areas: • Compliance • Contractual Liability • Human Resources and Industrial Relations • Legal Advice • Technical Assistance Steadfast Triage Steadfast Triage is a managed escalation process designed to support brokers in areas impacting client interaction and business relationships, including claims, ethics and placement issues. Working closely with brokers, we help to clarify the facts, apply established standards of best practice and assist with the resolution of disputes involving customers directly with our insurer contacts. Steadfast Virtual Underwriter Steadfast Virtual Underwriter (SVU) is an innovative web-based tool, developed and funded by Steadfast, that enables Steadfast Network Brokers to obtain multiple, detailed quotes from a variety of Strategic Partners using only one data input. The SVU empowers our brokers and their clients by delivering the information they need to make an informed choice, quickly and cost efficiently. Training and networking events We run training workshops and have developed “Steadfast Campus”, an online training tool, to provide our brokers with opportunities to broaden their knowledge and skill base. Steadfast networking events include Town Hall meetings three times a year and the annual Steadfast Convention. The Town Hall meetings keep brokers up to date with new developments and are used to gather feedback on initiatives. The Steadfast Convention is the largest insurance conference in Australia, attended only by Steadfast Network Brokers, Strategic Partners and service providers. 8 Steadfast Group Annual Report 2015 Steadfast Group Annual Report 2015 Steadfast’s 17th Convention was attended by over 2,100 people including brokers from across Australia, New Zealand and Asia. Amidst the networking, presentations and festivities, over $200,000 was raised for Heart Kids SA and NT. 2,100+ People attended $200,000 Raised for Heart Kids SA and NT 9 Steadfast Underwriting Agencies: we are the largest underwriting agency group in Australia and New Zealand Brand strength One of the aspects that sets SUA apart from other agency groups is our strong belief in brand strength. Where others try to rebrand agencies when acquired, Steadfast aims to highlight each agency’s specialised service by preserving its brand and unique offering. This is particularly important as around 50% of SUA business is placed with non- Steadfast brokers. To promote the brands as well as the Steadfast Underwriting Agencies group, SUA has created an app that can be downloaded from its website at www.steadfastagencies.com.au This app provides up-to-date product information, access to a variety of underwriters, contact options to each agency, news, and tools to channel servicing claims, make enquiries and update accounts. Steadfast Underwriting Agencies (“SUA”) growth Our underwriting agency business today has changed significantly over the past 12 months. We have gone from 10 agencies, 15 products and annual run rate GWP of $200 million to 22 agencies, 70 products and annual run rate GWP of $765 million. Most of the growth has stemmed from acquisitions transacted during the year, including CAIP Income Protection, Calliden’s eight agencies, and two agencies previously owned by QBE – CHU Strata Insurance and Underwriting Agencies of Australia. The other addition to our suite is Emergence, a start-up backed by Steadfast, Hollard Insurance Group and the two co-founders/managers. Emergence specialises in emerging risks, with an initial focus on cyber insurance. Both the Calliden and the QBE agencies transformed SUA into the largest underwriting agency group in Australia and New Zealand, giving Steadfast opportunities to benefit from economies of scale and cross-selling potential for the rest of the Steadfast Network. Number of agencies FY14 10 FY15 22 Number of products FY14 15 FY15 70 Annual run rate GWP $m FY14 FY15 200 765 Distribution mix 50% Non-Steadfast brokers 50% Steadfast Network Brokers 10 Steadfast Group Annual Report 2015 Steadfast Underwriting Agencies Personal accident and sickness, and travel Complete farm package Income protection Home and contents for owner-occupied homes Residential and commercial strata Specialist/exotic motorcar and motorcycle Emerging risks Community care, entertainment and hospitality, and security Builders’ warranty Stand-alone cash flow insurance focused on SME High-value homes Strong focus on SME insurance programs Building and construction industry Marine and motorcycle Professionals including engineers, architects and doctors Specialised equipment, tradesmen and small business, and marine transit Property insurance Hard-to-place risks, exclusive to Steadfast Network Brokers Sports and leisure- related businesses Hard-to-place and complex risks, including environmental liability Mobile plant and equipment Hospitality, leisure and entertainment sector 11 Steadfast Group Annual Report 2015 Steadfast Group Annual Report 2015 Steadfast Strategic Partners: are some of the world’s leading insurance providers A fundamental strength of Steadfast is the power of our strategic partnerships. Our size provides us with strength and scale when negotiating with insurers, enabling Steadfast to offer brokers and their clients access to a broad choice of insurance products, exclusive policies and a unique claims escalation process. Our scale and solid reputation provides Steadfast with opportunities and access to international markets. We work with Lloyd’s of London on international risk appetite and business placement and, as an industry leader, influence and implement standards through our affiliation with ACORD – Asia/Pacific region. We continue to strengthen our relationships with existing Strategic Partners but also look to develop new strategic partnerships. In the past 12 months, we have strengthened our relationships with existing Strategic Partners including QBE – through the acquisition of CHU, BCB and UAA – and IAG, the underwriter of Steadfast Direct home and motor products. We have formed new strategic partnerships with MetLife, the exclusive distributor of MetLife’s SME life insurance offering in Australia, and with Munich Re, the acquirer of Calliden’s underwriting business. Furthermore, we have developed strategic partnerships aligned to Steadfast New Zealand. “An important element of the sale is the 10 year exclusive distribution agreement we have entered into with Steadfast to retain the underwriting business provided by the agencies. We look forward to continuing to work closely with Steadfast and CHU, CUA [BCB] and UAA to further grow our program business.” John Neal QBE Insurance Group CEO Quote from QBE’s 16 February 2015 market release announcing the sale of CHU, BCB and UAA to Steadfast Group “Steadfast, obviously, is already an important partner of IAG, and we see that will just strengthen the partnership even further.” Mike Wilkins IAG Managing Director & CEO In response to a question asked about Steadfast Direct at IAG’s briefing on 16 June 2015 announcing its partnership with Berkshire Hathaway “Steadfast is the leading broker of risk products to SMEs and partnering with them is a natural fit for us in this segment of the market.” Quote from MetLife’s 3 November 2014 market release announcing a strategic partnership with Steadfast Group Deanne Stewart MetLife CEO “We look forward to a long-term partnership with Steadfast, which will enable us to jointly develop profitable target-niche and commercial business.” Quote from Munich Re’s 27 August 2014 market release announcing its acquisition of Calliden Insurance Operations Ludger Arnoldussen Member of Munich Re’s Board of Management responsible for Germany, Asia Pacific and Africa 12 Major Insurer Partners New Insurer Partners Premium Funders 13 Steadfast Group Annual Report 2015 Sustainability At Steadfast, we aim to make a difference to our valued employees, our brokers and agencies, our Strategic Partners, our shareholders and to our community. This stems from our vision which is to enhance the value of Steadfast-aligned businesses through our combined strength, creating exceptional value for our shareholders. Our approach to sustainability reflects our priority to support good corporate governance practices, identify and manage risks, take a responsible approach to broker services, develop and retain a diverse, engaged and talented workforce and make worthwhile contributions to our communities. Governance and sustainability Our Board of Directors governs the Group in a manner consistent with our vision, our strategy and our commitment to a transparent and high quality governance system. The Board has established a number of committees to assist it in exercising its authority and to monitor the performance of the Group, namely the Audit & Risk Committee, the Nomination Committee and the Remuneration & Succession Planning Committee. Further details in relation to our corporate governance can be found in our Corporate Governance Statement, lodged with the ASX on 26 August 2015 and on our website. Identifying and managing risks Our focus on sustainability incorporates the establishment of a risk management framework which is designed to identity and manage material risks on an ongoing basis. The soundness and effectiveness of that framework is reviewed regularly and includes internal audits and assessments of risk of the corporate office as well as of the Group’s subsidiaries. Steadfast has exposure to economic risks and they are included in the Risks Section of the Directors’ Report. The nature of Steadfast’s business of insurance intermediation and provision of services to insurance brokers mean that currently Steadfast considers it does not have any material exposure to environmental and social sustainability risks. Leadership in the insurance industry Two of our Executives have leadership roles in regulating the insurance markets: Robert Kelly, Managing Director & CEO, has been an active member of ACORD since 2000 and in 2014 was awarded the ACORD Rainmaker Award, a special honour 14 To show our support of women in leadership roles, we became a platinum member of Head Over Heels, a non-profit organisation whose mission is to increase the representation of women entrepreneurs leading high growth businesses. Heads Over Heels works with senior business and community leaders as well as a select group of CEOs to provide senior business women with access to strategic networks. Community contribution Steadfast Group and its subsidiaries actively support the communities in which we live and work, typically donating around one percent of net profit after tax to charitable causes each financial year. The Group created the Steadfast Foundation to facilitate grants and charitable contributions that support charities helping people to overcome adversity, with more than $900,000 raised since 2011. Charities are often chosen based on the recommendations of our brokers, and include cancer research and support, mental health, surf lifesaving, children’s causes and charities supporting the homeless and disadvantaged. As well as the ongoing activities of the Steadfast Foundation, Steadfast Network Brokers help raise funds each year for a local charity based near the location of the annual Steadfast Convention. In 2015, Convention attendees donated over $200,000 to Heart Kids South Australia and Northern Territory. During the past year, Steadfast Group and our subsidiaries have raised more than $650,000 for charities. One of our subsidiaries, White Outsourcing, does its part by providing services pro bono to the Future Generation Investment Company, an ASX-listed investment company which channels some of its profits to charities aimed at improving the lives of vulnerable children. Finally, this year Steadfast participated in the Sydney City to Surf event by sponsoring employees and providing a marquee and food after the event. Over 70 employees from Steadfast-aligned businesses participated in the 14km run. presented to organisations and individuals that have shown outstanding achievements in the advancement of standards for the insurance industry. Allan Reynolds, Executive General Manager – Direct & New Zealand, was appointed to the Board of the Australian and New Zealand Institute of Insurance and Finance (ANZIIF) in May 2015. Responsible broker services We encourage our insurance brokers to act in the best interests of their clients and to act responsibly towards underwriters by providing them with ongoing training, up to date product developments, regulatory announcements and a diverse choice of products and services from a wide range of insurance companies and other service providers. Diverse, engaged and talented people A company’s ability to execute its strategy depends on having outstanding talent, fully engaged and behaving in the right way. We now have a Human Resources team of eight to manage the staff of the Group and its entities and to ensure they are engaged to deliver improved business performance. We have a diverse group of people at Steadfast – both at the corporate office level and throughout the entities which are controlled by our organisation. This is because our hiring practices are based on the experience and skills required for a role rather than on the age, gender or ethnic background of a person. A recent survey found that 49% of Steadfast corporate office employees were born outside of Australia, including Asia, Africa, Europe, North America, South America and New Zealand. Each year we survey the Group to monitor gender diversity in leadership, management, the corporate office and its controlled entities. The results of the survey show a high percentage of women in the organisation and a healthy percentage of women in leadership positions: – Women on the Board – Women on the 2015 Executive Management Team – Women in the corporate office 17% 43% 49% – Women in management positions in Steadfast controlled entities 28% – Women in Steadfast controlled entities 61% Steadfast Group Annual Report 2015 Board of Directors Frank O’Halloran, AM Non-Executive Chairman (independent) Robert Kelly Managing Director & CEO David Liddy Non-Executive Director (independent) Frank had over 35 years’ experience at QBE where he was Group CEO from 1998 until 2012. He also worked with Coopers & Lybrand for 13 years where he started his career as a Chartered Accountant. Frank was President of the Insurance Council of Australia in 1999–2000 and was inducted into the International Insurance Hall of Fame in 2010. He was appointed Chairman of the Sydney Red Shield Committee in January 2015. Robert co-founded Steadfast and has over 45 years’ industry experience. He is ranked equal first most influential person in insurance by Insurance News and was awarded the ACORD Rainmaker Award in 2014. Robert is a Qualified Practising Insurance Broker, a Fellow of NIBA, a Senior Associate of ANZIIF Certified Insurance Professional and holds Diplomas in Financial Services and in Occupational Health and Safety, and a Graduate Diploma in Australian Risk Management. David has over 43 years’ experience in banking, including postings in London and Hong Kong. He was Managing Director of Bank of Queensland from 2001 to 2011. David is currently Chairman of Collection House Limited and a Director of Emerchants Limited. He is a Senior Fellow of the Financial Services Institute of Australasia and a Fellow of the Australian Institute of Company Directors. Anne O’Driscoll Non-Executive Director (independent) Philip Purcell Non-Executive Director (independent) Greg Rynenberg Non-Executive Director (independent) Anne has over 30 years of business experience. A Chartered Accountant since 1984, she was CFO of Genworth Australia from 2009 to 2012 following more than 13 years with IAG. Anne is on the boards of Infomedia Limited, Commonwealth Bank’s insurance subsidiaries (CommInsure) and MDA National Insurance Pty Limited. She is a Fellow of ANZIIF and a graduate of the Australian Institute of Company Directors course and Harvard’s Advanced Management Program. Philip has over 40 years’ experience in the insurance and legal industries. He has been a partner at Dunhill Madden Butler, PricewaterhouseCoopers Legal and Ebsworth & Ebsworth and has held two board positions with GE in Australia. Philip currently is a consultant to Norton Rose Fulbright, a leading global legal practice, and also assists clients who are engaged in commercial transactions or mediation of commercial disputes. Greg has 40 years of experience in the general insurance broking industry with 31 years spent running his own business, East West Group. East West Group is a Steadfast Network Broker but not a Steadfast equity broker. Greg is a Qualified Practising Insurance Broker, a Fellow of NIBA and an Associate of ANZIIF. He holds an Advanced Diploma in Financial Services (General Insurance Broking) and was named NIBA Queensland Broker for 2014. 15 Steadfast Group Annual Report 2015 Senior Management Team Our senior management team has the depth and breadth of experience needed to drive the Group’s strategic initiatives and ultimately, the growth and success of Steadfast. Robert Kelly Managing Director & CEO Stephen Humphrys Chief Financial Officer Robert co-founded Steadfast and has over 45 years’ industry experience. He is ranked equal first most influential person in insurance by Insurance News and was awarded the ACORD Rainmaker Award in 2014. Robert is a Qualified Practicing Insurance Broker, a Fellow of NIBA, a Senior Associate of ANZIIF Certified Insurance Professional and holds Diplomas in Financial Services and in Occupational Health and Safety, and a Graduate Diploma in Australian Risk Management. Stephen joined Steadfast in 2013 and has over 25 years’ experience as a Chartered Accountant and extensive expertise in acquisitions and integrations. As Managing Director of Moore Stephens Sydney for 10 years and Chairman of Moore Stephens Australasia for three, he played a key role in placing Moore Stephens into the top 10 accounting firms in Australia. Stephen is a Fellow of the Institute of Chartered Accountants and a registered tax agent. Nick Cook Executive General Manager – Partner & Broker Services Linda Ellis Group Company Secretary & Corporate Counsel Samantha Hollman Executive General Manager – Projects, Brand, People Nick, who joined Steadfast in February 2015, has over 12 years’ experience at Zurich Financial Services, including three as the Head of Customer and Proposition Development (where he was responsible for the performance of Zurich products and propositions in the marketplace) and nine years as a distribution manager. He has an Associate ANZIIF membership and has graduated from both the AGSM Leadership Program and the Prosci Organisational Change Management Program. Linda joined Steadfast in 2013 and is a lawyer with over 15 years’ experience at international law firms including Mallesons Stephen Jaques (now King & Wood Mallesons), Atanaskovic Hartnell and Clifford Chance. Linda has diverse experience in corporate and commercial law, including mergers and acquisitions, capital markets and corporate governance. She is admitted to practice as a solicitor of the Supreme Court of NSW. Sam joined Steadfast in 2000 and has more than 20 years’ experience in the insurance industry. She has held key roles in broker services, project management, and marketing and communications. Sam works closely with the Managing Director & CEO and the Board, implementing strategic initiatives for the Group, including marketing trips overseas to review these projects on an international level. She also oversees human resources and marketing for the Group. 16 Steadfast Group Annual Report 2015 Adrian Humphreys Adrian Humphreys Executive General Manager Executive General Manager – Business Development – Business Development Simon Lightbody Chief Executive Officer of Steadfast Underwriting Agencies Duncan Ramsay General Counsel Adrian joined Steadfast in January 2015 Adrian joined Steadfast in January 2015 in a new role to help brokers grow their in a new role to help brokers grow their business. He was previously Managing business. He was previously Managing Director of Lloyd’s Australia where he Director of Lloyd’s Australia where he grew the business by 84% to over $2 billion grew the business by 84% to over $2 billion in under five years whilst increasing the in under five years whilst increasing the number of agencies. Adrian has more number of agencies. Adrian has more than 10 years’ experience in insurance, than 10 years’ experience in insurance, working for both Lloyd’s of London and working for both Lloyd’s of London and Aon. Prior to insurance, he worked at Aon. Prior to insurance, he worked at KPMG Financial Services. KPMG Financial Services. Simon has worked in the insurance industry for 25 years in both the UK (at Lloyd’s of London) and Australia, including nine years within his own business, Miramar Underwriting Agency. Steadfast entered into the underwriting agency market in 2005 as a 50% joint venture partner of Miramar and as part of the IPO acquired the remaining balance. Duncan began with Steadfast in June 2014 after 20 years at QBE Insurance Group. His previous role was General Counsel and Company Secretary at QBE. He was also a director or secretary of a number of QBE controlled entities and acted as chairman of the policy committee and a trustee respectively of QBE sponsored superannuation plans in Australia and New Zealand. Duncan’s legal career commenced in 1986 with Freehills. Allan Reynolds Executive General Manager – Direct & New Zealand Peter Roberts Executive General Manager – Integration Synergies Dana Williams Chief Operating Officer Allan joined Steadfast in 2002 and in April 2015 took on the Direct and New Zealand portfolios. With a background in product development and distribution, corporate strategy and portfolio management, Allan has more than 40 years of industry experience in general insurance broking. He holds a Diploma of Business Studies (Insurance), is a Certified Insurance Professional and is a Fellow, honorary member and board member of ANZIIF. Peter, who joined Steadfast in 2013, is also the Managing Director of White Outsourcing, which he joined in 1996. He is also company secretary of three listed investment companies and Macquarie Pacific Funding. Peter has over 25 years’ experience in accounting and back office services to the financial services sector, is a member of the Institute of Chartered Accountants and commenced his career in accounting with KPMG. Dana joined Steadfast in January 2014 and was promoted to COO in June that year. Her focus is on working with Steadfast equity brokers to improve their operations, as well as on acquisitions, including due diligence and integration. Dana has 25 years’ business experience, including 15 in insurance. She has held senior roles at Hub International and Marsh, holds a Bachelor of Engineering and an MBA, and is a Certified Public Accountant. 17 Steadfast Group Annual Report 2015 Chief Financial Officer Report Since the IPO, Steadfast has delivered a 20% CAGR in underlying cash earnings per share. 12.5 FY13–FY15 underlying cash EPS Underlying earnings reconciliation 2 0 % C A G R 7.94 6.77 Year ended 30 June, $million 9.79 Revenue Underlying EBITA Underlying NPATA Underlying Cash EPS (NPATA per share) Reconciliation of NPATA: Statutory net profit attributable to shareholders Amortisation Statutory NPATA before adjusting items Change in value of investments Stamp duty, due diligence and restructure costs Share based payment expense on share options and executive loans and shares Trading of IPO businesses pre IPO Deferred acquisition adjustments Income tax Underlying NPATA Growth in underlying EBITA: FY11–FY15 2014 173.4 62.3 41.2 7.94 25.1 8.8 33.9 (4.0) 2.9 5.3 3.1 – – 41.2 2013 155.9 57.4 35.2 6.77 (13.4) 7.1 (6.3) – 13.3 10.5 17.7 – – 35.2 2015 298.7 90.4 56.7 9.79 42.1 14.7 56.8 (0.6) 3.3 (1.2) – (0.9) (0.6) 56.7 99 90 52 51 59 54 61 57 70 62 FY11 FY12 FY13 FY14 FY15 EBITA pre CO EBITA post CO Note: FY15 results have been adjusted to reflect underlying financial performance. Historical results are adjusted and pro-forma’d to assume the Pre-IPO Acquisitions and the IPO Acquisitions have been included for the full reporting period. 10.0 7.5 5.0 2.5 0.0 FY13 FY14 FY15 Growth in earnings Steadfast has reported significant growth in top line revenue and bottom line earnings for the second successive year since listing. Top line revenue grew by 72% to $299 million. Underlying net profit after tax and before amortisation (“NPATA”) rose 38% year-on-year to $57 million. The table on your right reconciles underlying NPATA to the statutory net profit attributable to shareholders. The growth in earnings has been achieved via acquisitions of a number of insurance brokerages and underwriting agencies during the year. In total, the Group expended over $400 million on acquisitions which were funded by the $300 million 1:3 rights issue and placement and our debt facility. This is shown in the chart on your right that details the growth in earnings before interest expense, taxation and amortisation charges. The full impact of these acquisitions will be felt in FY16 when a full year’s earnings will be derived. Of note, the Calliden agencies were acquired on 23 December 2014 and the QBE agencies, 1 April 2015. 18 100 90 80 70 60 50 40 30 20 10 0 Steadfast Group Annual Report 2015 Margins Softer market conditions prevailed during FY15. Whilst this typically places pressure on commission income, our business was able to achieve higher volumes, which allowed them to maintain and grow their revenues. This additional volume necessitated an increase in headcount which masked margin growth for brokers. Pleasingly, our hubs are achieving cost synergies as they merge their businesses. The margins being generated by our brokers and underwriting agencies are shown below: 38% 36% 34% 32% 30% 28% 26% 24% Brokers Agencies Total EBITA margin (pre CO) FY13 FY14 FY15 This shows margins broadly returning to FY13 levels due to the impact of softer market conditions. Earnings mix With the acquisition of a number of agencies during FY15, the earnings mix of Steadfast has changed, with a higher concentration of earnings now in underwriting agencies. When a full year’s earnings from acquisitions is considered, our earnings mix is now fairly equally weighted to insurance broking and underwriting agencies, as demonstrated by the graphs below: FY14 EBITA per CO split1 Run Rate FY15 EBITA per CO split2 Insurance broking Complementary businesses Underwriting agencies 71% 18% 11% Insurance broking Underwriting agencies Complementary businesses 45% 44% 11% 1 Based on FY14 IFRS underlying pro-forma EBITA pre Corporate Office expenses 2 Based on FY15 IFRS underlying EBITA pre CO using normalised historical full year EBITA for acquisitions including Calliden, QBE agencies and IC Frith acquisitions. Solid network growth Steadfast Network Brokers’ GWP increased by 8.4% year-on-year to $4.4 billion, despite softer market conditions. Of this $300 million increase, over $200 million was from Steadfast New Zealand, our broker network in New Zealand which was acquired in July 2014. Strong balance sheet The equity raising conducted in February and March 2015 was well supported by Steadfast shareholders and resulted in an injection of $300 million of share capital onto our balance sheet. Having completed the equity raise, Steadfast has now negotiated new $285 million multi-bank debt facilities with three and five year tenors to fund our future needs. At 30 June 2015, we had utilised $145 million of our debt facilities and had a gearing ratio of 15%. If fully drawn, the $285 million loan would represent a 25% gearing ratio (defined as corporate debt divided by corporate debt plus equity). Dividends In April 2015 an interim dividend of 2.0 cents per share was paid. This, together with the final dividend declared of 3.0 cents per share payable in October, brings our total dividends for the year to 5.0 cents per share, all fully franked. This is in line with our target dividend payout ratio of 65%-85% of net profit after tax (“NPAT”), and an increase of 11% over the prior year dividends. Cash flow The businesses in which we invest are required to dividend a minimum 75% of their NPAT within 45 days of half year end. With minimal working capital and capital expenditure, this payout ratio has been exceeded each half year. This allows Steadfast to convert a high percentage of profit into free cash flow for Steadfast shareholders, as profits are typically derived annually on the renewal of insurance policies. During the FY15 year, Steadfast converted 93% of NPAT and 79% of NPATA into cash flow from operations. Robust financial reporting I am pleased to report that we have a robust structure in place to consolidate the results and manage the financial risks for a much larger group. This includes robust financial reporting systems and strong finance, risk and IT teams. My thanks to all those behind the financial reporting and analysis process which provides management, the network and our shareholders with the data they need to make informed and timely decisions. Marketing & Administration (M&A) fees grew by a healthy 13.8% in FY15, reflecting additional GWP written with Strategic Partners, combined with an increase in M&A rates for certain products as well as an increase in the quantum of products attracting M&A fees. Stephen Humphrys CHIEF FINANCIAL OFFICER 19 Steadfast Group Annual Report 2015 2015 Financial Report Contents Directors’ report Remuneration report – audited Lead auditor’s independence declaration 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 Directors’ declaration Independent auditor’s report NOTES TO THE FINANCIAL STATEMENTS Note 1. General information Note 2. Significant accounting policies Note 3. Critical accounting judgements, estimates and assumptions Note 4. Operating segments Note 5. Earnings per share Note 6. Dividends Note 7. Intangible assets and goodwill Note 8. Borrowings Note 9. Notes to the statement of changes in equity and reserves Note 10. Business combinations Note 11. Subsidiaries Note 12. Investments in associates Note 13. Investment in joint venture Note 14. Financial instruments Note 15. Contingencies Note 16. Commitments Note 17. Events after the reporting period Note 18. Profit and loss information Note 19. Share-based remuneration Note 20. Taxation Note 21. Notes to the statement of cash flows Note 22. Related party transactions Note 23. Parent entity information Note 24. Remuneration of auditors 21 30 47 48 50 52 54 55 94 95 55 55 59 60 62 63 64 66 67 69 74 77 80 81 83 83 84 84 85 87 89 90 92 93 20 Steadfast Group Annual Report 2015 Directors’ Report The Directors present their report together with the consolidated financial statements of Steadfast Group Limited (Steadfast or the Company) and its subsidiaries, and the Group’s interests in associates and a joint venture (Steadfast Group or the Group) for the financial year ended 30 June 2015 (FY15) and the auditor’s report thereon. DIRECTORS The Directors of the Company at any time during or since the end of the financial year are as follows. Directors were in office for the entire period unless otherwise stated. Name CHAIRMAN Frank O’Halloran, AM MANAGING DIRECTOR & CEO Robert Kelly OTHER DIRECTORS David Liddy Anne O’Driscoll Philip Purcell Greg Rynenberg FORMER DIRECTOR Jonathan Upton Date of appointment 21 October 2012 18 April 1996 1 January 2013 1 July 2013 1 February 2013 10 August 1998 Retired 29 October 2014 DIRECTORSHIPS OF OTHER LISTED COMPANIES Directorships of other listed companies held by the Directors in the three years preceding the end of the financial year are as follows. Name Company Period of directorship Frank O’Halloran, AM QBE Insurance Group Limited From 1984 to August 2012 SubZero Group Limited From December 2013 Robert Kelly David Liddy Anne O’Driscoll Philip Purcell Greg Rynenberg Jonathan Upton None Collection House Limited Emerchants Limited Infomedia Limited None None None From March 2012 From April 2012 From December 2014 Particulars of the Directors’ qualifications and experience are set out under Board of Directors on page 15. COMPANY SECRETARIES LINDA ELLIS, BEC, LLB (HONS 1) Linda Ellis joined the Company in June 2013 as Group Company Secretary & Corporate Counsel. Linda is a lawyer with over 15 years’ experience. Further details of Linda’s experience are set out under Management Team on page 16. PETER ROBERTS, BBUS, CA Peter Roberts was appointed Company Secretary in May 2013 and has over 25 years’ experience in the fields of chartered accountancy and specialised back office services to the financial services sector. Peter is also Executive General Manager – Integration Synergies. Further details of Peter’s experience are set out under Management Team on page 17. 21 Steadfast Group Annual Report 2015 DIRECTORS’ MEETINGS The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year were as follows. Director Board Audit & Risk Committee Nomination Committee Remuneration & Succession Planning Committee Total number of meetings held Frank O’Halloran, AM Robert Kelly David Liddy Anne O’Driscoll Philip Purcell Greg Rynenberg Jonathan Upton 9 4 4 4 Eligible to attend as a member Attended as a member Eligible to attend as a member Attended as a member Eligible to attend as a member Attended as a member Eligible to attend as a member Attended as a member 9 9 9 9 9 9 3 9 9 9 9 9 9 3 4 – 4 4 4 4 1 4 – 4 4 4 4 1 4 4 4 4 4 4 1 4 4 4 4 4 4 1 4 – 4 4 4 4 1 4 – 4 4 4 4 1 Particular details of the responsibilities of the members of the Board and the various committees are set out in the Corporate Governance Statement lodged with the Australian Securities Exchange (ASX) on the same date as this report and available in the corporate governance section of the Steadfast Investor website (www.investor.steadfast.com.au). PRINCIPAL ACTIVITIES The principal activities of the Group during the financial year were the provision of services to Steadfast Network Brokers, the distribution of insurance policies via insurance brokerages and underwriting agencies and related services. 22 Directors’ Report continuedSteadfast Group Annual Report 2015 OPERATING AND FINANCIAL REVIEW A. OPERATING RESULTS FOR THE YEAR EBITA* – consolidated entities Share of EBITA from associates and joint venture EBITA from core operations – pre-corporate expenses Corporate expenses EBITA from core operations – post-corporate expenses Finance costs (net of interest received on surplus cash held) Amortisation expense Profit before income tax before non-trading items Income tax expense on profit before non-trading items Profit after income tax before non-trading items Non-trading items: Income Expenses Income tax expense on non-trading income and expenses Non-trading income tax (expense)/benefit Net profit after income tax for the year Non-controlling interests Net profit after income tax attributable to owners of Steadfast Group Limited Other comprehensive income attributable to owners of Steadfast Group Limited Total comprehensive income after income tax attributable to owners of Steadfast Group Limited * EBITA refers to Earnings before interest expense, tax and amortisation. The increase in comprehensive income after tax was mainly due to: Note 4 4 4 4 4 4 4 4 4 4 2015 $’000 78,408 20,357 98,765 (8,396) 90,369 (5,333) 2014 $’000 40,270 23,056 63,326 (8,130) 55,196 (1,130) (16,530) (10,158) 68,506 43,908 (20,511) (14,468) 47,995 29,440 3,186 (3,302) (459) 585 48,005 (5,901) 42,104 (1,047) 41,057 4,732 (9,298) 2,568 – 27,442 (2,355) 25,087 653 25,740 • profits generated from acquisitions post listing, including the acquisition of the Calliden Group via a Scheme of Arrangement in December 2014 and the acquisition of two underwriting agencies and an insurance broker from QBE (“QBE agencies”) in April 2015; • profits generated from a full twelve months of ownership of businesses acquired upon successful listing on the ASX in August 2013 – the 2014 accounts reflected approximately eleven months of trading; and • increased marketing & administration fees in Australia and New Zealand. This additional income was partially offset by: • additional amortisation ($5.645 million) and financing costs ($3.401 million) to fund these acquisitions; • non-trading one-off costs of $3.302 million which includes stamp duty, due diligence and restructure costs incurred in acquiring Calliden Group and the QBE agencies; and • higher income tax expense on the increased scale of operations. Some of the financial data in the table above, namely the EBITA-related items, is not disclosed in accordance with current Australian Accounting Standards requirements. However, all financial data is based on the information disclosed in the audited financial statements and notes to the financial statements of the Group and follow the recognition requirements of Australian Accounting Standards. 23 Steadfast Group Annual Report 2015 B. REVIEW OF FINANCIAL CONDITION I. Financial position The total assets of the Group as at 30 June 2015 were $1,615.507 million compared to $821.877 million as at 30 June 2014. The increase was mainly attributable to the addition of assets from acquired businesses throughout the year as detailed in Note 10 to the accounts. Total liabilities of the Group as at 30 June 2015 were $773.942 million compared to $296.839 million as at 30 June 2014. The increase was mainly attributable to: • the assumption of liabilities in the books of the newly acquired businesses; and • the $140.973 million increase in bank loans, principally to fund acquisitions. The increase in the Group’s equity from $525.038 million at 30 June 2014 to $841.565 million at 30 June 2015 largely reflects: • $300.002 million of share capital issued (less capital raising costs) from the placement and 1:3 rights issue in February and March 2015; • $5.558 million of new shares issued from the Dividend Reinvestment Plan (DRP); and • Retention of profits not paid as dividends. The Group has a revolving line of credit facility that will allow the Group to borrow up to $180.000 million. As at balance date, the Group had the ability to borrow an additional $32.891 million from this facility. Subsequent to balance date, this $180.000 million facility was replaced with a $285.000 million syndicated facility as detailed further in this report and in Note 8 to the accounts. II. Cash from operations The net operating cash flows, before broking trust account movements, of $44.778 million are higher than those for the prior period, reflecting the increased scale of operations of the Group. This amount represents the derivation of the profits for the period, apart from the delayed receipt of dividends from associates which are contracted to be received half yearly (typically no later than 45 days post December half year end and June year end). The net cash inflow from operating activities for the year ended 30 June 2015 was $66.999 million compared to $5.463 million for the year ended 30 June 2014. The net inflows of $66.999 million include a net inflow of $22.221 million to broking accounts and net inflows from the balance of operating activities of $44.778 million as detailed above. III. Other significant cash movements The Company raised $300.002 million in cash on issuing new shares in February and March 2015 via a placement and a 1:3 rights entitlement offer. The cash raised was used to fund the following: • acquisition of the QBE agencies and certain businesses owned by IC Frith Australia; and • transaction costs (net) of $5.801 million in relation to the offer. IV. Capital management As at 30 June 2015, the Company had a total of 743.414 million ordinary shares on issue. This is an increase of 241.776 million shares since 30 June 2014. The increase was due to 3.679 million shares from DRP participation, and the placement of shares (70.311 million) in February 2015, together with the 1:3 rights entitlement (167.786 million) in March 2015. The Board leverages the Group’s equity, adopting a maximum 25% gearing ratio (defined as corporate debt: corporate debt and equity). As at 30 June 2015, the Company had a 14.9% gearing ratio (2014: 2.3%). 24 Directors’ Report continuedSteadfast Group Annual Report 2015 STRATEGY AND PROSPECTS Steadfast’s business strategy is to increase shareholder value through maintaining and growing its market position in the provision of insurance distribution and related services, with a core focus on general insurance intermediation. The table below details the key strategies of the Group together with accomplishments to date and the prospects for future years. Also relevant to an assessment of the Company’s prospects is an assessment of risks facing the Company and the industry generally and the risk management strategies in place to address these risks. These are discussed in the next section. Strategy FY15 achievements Prospects and strategic initiatives Continuing to enhance the services we provide to all network brokers Building and enhancing our strategic relationships • Expansion into New Zealand market • Expand the services offered to the Steadfast • Regular network “Town Hall” meetings • National marketing campaigns • Addition of Calliden Group to Steadfast Virtual Underwriter (SVU) platform • Net addition of five new brokers to Steadfast Network • Pilot of Steadfast Direct retail insurance products and the technology behind it New Zealand Network • Increase SVU penetration by adding more insurers to the platform • Continued promotion of SVU to Steadfast Network Brokers • Roll out of Steadfast Direct across the Network • Continue to expand and refine broker services • Continued product development • Further products added to the strategic product list • Continued promotion of products which generate • New strategic partners added, including Munich Re • More insurers added to the SVU platform • Partnership with MetLife to enhance life insurance offering • Partnership with Berkshire Group and IAG to develop Steadfast Direct • Equity position in a new underwriting agency for emerging risks enhanced marketing and administration fees • Continue to increase strategic product offerings and develop new partnerships • Continued initiatives to increase the rate of M&A fees and the range of products to which they apply • Joint ventures with strategic partners Growing profitability of our businesses • Continued hubbing in each State • Deliver synergies for each hub • Extraction of cost synergies in the hubs • Implement cost saving initiatives, including back • Continued development of Project 360 which office services will automate certain key back office transactions • Expand hubs by adding more brokers • Developed strategic partnerships aligned to • Pilot and roll out Project 360 Steadfast New Zealand • Grow Steadfast New Zealand • Implement further initiatives to cross sell underwriting agency services into the Steadfast Network • Continue to increase Macquarie Pacific Funding penetration in Steadfast Network Generating growth through acquisitions • Acquired a number of businesses, including: • Continue to apply strict cultural and financial – 11 underwriting agencies (now the largest portfolio of underwriting agencies in Australia and New Zealand); – a number of insurance brokers; – authorised representative group, Ausure; – the Allied network in New Zealand; – a reinsurance broker • Developed a pipeline of potential acquisitions with a number under active consideration acquisition guidelines including that acquisitions be earnings accretive in first 12 months using a 75% equity and 25% debt funding assumption • Continue to actively convert acquisition opportunities, including insurance brokers and underwriting agencies • Extract synergies from acquisitions 25 Steadfast Group Annual Report 2015 Strategy FY15 achievements Prospects and strategic initiatives Explore and develop opportunities in Asia • Established Steadfast Asia Network (co-broking • Work with regulatory authorities to set up Steadfast of risks that are referred from Australia) cluster in Asia • Consider equity in Asian brokerages • Ensure portability of our owned underwriting agencies, reinsurance brokers and life brokers into Asian market Keep our brand reputable and strong • Created brand awareness through national marketing program for broker network including TV, billboard and online advertising plus sponsorship of Nissan V8 Supercars and Brisbane Roar • Continue to grow brand awareness • Expand brand into Steadfast Direct market • Promote 22 different Steadfast Underwriting Agency brands to broking industry RISKS In seeking to achieve our strategic goals, Steadfast is subject to a number of risks which may materially adversely affect operating and financial performance. Steadfast adopts a rigorous risk management process which is an integral part of the Company’s corporate governance structure but some risks are outside the Group’s control. Some of the key risks (in no particular order) include: Risk Description Risk management strategies Acquiring and holding equity in operating businesses • Deficiencies in due diligence by Steadfast • Stringent due diligence • Transition to new owners may be disruptive and costly • Selecting acquisitions which are expected to transition well and have a good cultural fit • Potential unknown or contingent liabilities • Tight acquisition and shareholders’ agreements • Reliance on partners performing satisfactorily • Thorough transition management • Insufficient funding to capitalise on opportunities • Close oversight and audit of ongoing operations, profit margins, including continual reporting and reviews • Ongoing monitoring of available capital and resources • Ongoing monitoring of profit and margins People risk • Loss of key executives • Succession planning • Loss of key individuals in operating businesses • Appropriate restraints to protect ongoing business with consequential material business interruption • Potential loss of key customer relationships • Market competitive remuneration • Career development opportunities • Investments which are subject to a permanent • Close monitoring of investments decrease in value • Investment write down or impairment results in an expense for the Group • Strategic partners may seek to reduce rates of M&A fees paid to Steadfast • Insurers may seek to reduce rates of commission paid to brokers • Steadfast works with management of businesses in which Steadfast is invested to optimise results • Diversity of earnings via a number of revenue sources eg M&A fees, profits from operating businesses derived from commission and other revenue • Continue to engage strategic partners and offer a powerful value proposition to them to justify the M&A fees and commission rates • Operating businesses seek to increase fees to mitigate any loss of commission arising from reduced premiums Investment impairment risk Reduction in rates for marketing and administration fees, commission rates or advice fees 26 Directors’ Report continuedSteadfast Group Annual Report 2015 Risk Description Risk management strategies Fraud or embezzlement of Group or client funds • Particularly in operating businesses • Appropriate policies and procedures implemented where Steadfast does not control the day-to-day operations and regularly reviewed • Fidelity insurance held • Implement Project 360 Loss of Steadfast Network Brokers • Network Brokers can leave the Steadfast Network at any time, potentially resulting in a reduction in M&A fees for Steadfast • Provision of excellent services and support to Steadfast Network Brokers • Continue to share M&A fees in the form of Network Broker rebates with members • Considerable ongoing engagement with Network Brokers including seeking and addressing feedback Reliance on strategic partners • Potential reduction in M&A fees (and commission due to lower gross written premium (GWP)) if strategic partners are lost and not replaced within appropriate timeframe • Significant effort expended in maintaining and strengthening relationships with strategic partners of which most are longstanding • Continually adding new strategic partners Increased competition or market change • Increased competition from new entrants and existing market participants, including increased commoditisation of business insurance products • Diversity in investments (ie portfolio of underwriting agencies, premium funding and complementary services as well as insurance broking) • Changes in the remuneration model for • Diversity in earnings (eg M&A fees as well as profits insurance brokers or underwriting agencies from investments) • Increased competition or change in market • Geographical spread of the businesses of structure for premium funding subsidiaries and associates • More customers buying direct from insurers through the internet Information technology (IT) systems risk • Risk of data loss/fraud, system breakdown • Back-up, restoration and recovery procedures • Potential material adverse effect on ability to • IT security guidelines implemented deliver services and profitability • IT risk assessment program and other procedures Reduction in GWP in the Australian and New Zealand general insurance markets • Group has a number of revenue sources linked to size and growth of GWP in Australian and New Zealand markets • GWP is influenced by factors including pricing decisions by insurers and level of demand for general insurance products (which can be influenced by economic conditions) • Any softening in local and global economic conditions would be expected to lead to a softening in the level of GWP Regulatory risk • Risk that Steadfast’s subsidiaries and associates may individually not comply with their Australian Financial Services Licence requirements or financial services regulation more generally and their licence may be in the worst case suspended or withdrawn • Initiatives to increase the size of the Steadfast Network, make further investments in insurance brokers and underwriting agencies and other strategic initiatives (including increasing fee income) have the capacity to partially offset pressure on profitability of any softening in GWP • SME sector, which accounts for 85%+ of Steadfast’s total GWP sold through the Steadfast Network, has historically experienced higher growth in GWP with less volatility compared to the large corporate sector • Growth in other markets eg Steadfast Direct • Initial due diligence on acquisition includes reviews of historical and current compliance. Steadfast also provides a range of services to advise and assist the entities within the Group with regulatory change and compliance • Continue to monitor the entities within the Group • Risk that regulatory changes may impact the from an operations viewpoint Group’s or entities within the Group’s business model either through costly and burdensome regulations or from the structure and management of the operations • An ongoing internal audit program, which includes a review of compliance • Along with other broker representative organisations, the Group monitors and consults on regulatory changes with the regulators to ensure changes are introduced in the most efficient way for the industry and to minimise unintended consequences 27 Steadfast Group Annual Report 2015 DIVIDENDS Details of dividends paid or declared by the Company are set out in Note 6 to the accounts. During the financial year ended 30 June 2015, a final dividend for 2014 of 2.7 cents per share and an interim dividend for 2015 of 2.0 cents per share were declared and paid, both fully franked. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS During the financial year ended 30 June 2015: • the Company acquired a number of underwriting agencies (including Calliden Group, CHU and UAA) to become the largest underwriting agency group in Australia and New Zealand; • the Group acquired an insurance broking network in New Zealand; • the Group acquired an authorised representative group, Ausure; and • the Group acquired a number of insurance brokers and a reinsurance broker. These acquisitions were funded partially by debt and partially via an equity raising in February and March 2015 as detailed above. Apart from the above, there were no other significant changes in the state of affairs of the Group. EVENTS SUBSEQUENT TO REPORTING DATE Subsequent to 30 June 2015, the following events occurred: • the Board declared a final dividend of 3.0 cents per share, 100% franked; • the Group replaced its $180.000 million debt facility with a multi bank $285.000 million syndicated facility (refer Note 8 to the accounts). Further details are set out in Note 17 to the accounts. ENVIRONMENTAL REGULATION The Group’s operations are not subject to any particular significant environmental regulations under a law of the Commonwealth or of a State or Territory legislation. 28 Directors’ Report continuedSteadfast Group Annual Report 2015 INDEMNIFICATION AND INSURANCE OF OFFICERS The Company has entered into deeds of access, insurance and indemnity, with each Director and officer which contain rights of access to certain books and records of the Company for a period of seven years after the Director and officer ceases to hold office. This seven year period can be extended where certain proceedings or investigations commence before the seven year period expires. In respect of the indemnity of the Directors and officers, the Company is required, pursuant to the constitution, to indemnify all Directors and officers, past and present, against all liabilities allowed under law. Under the deed of access, insurance and indemnity, the Company indemnifies parties against all liabilities to another person that may arise from their position as a Director or an officer of the Company or its subsidiaries to the extent permitted by law. The deed stipulates that the Company will meet the full amount of any such liabilities, including reasonable legal costs and expenses. In respect of insurance being obtained on behalf of the Directors and officers, the Company may arrange and maintain Directors and officers’ insurance for its Directors and officers to the extent permitted by law. Under the deed of access, insurance and indemnity, the Company must obtain such insurance during each Director and officer’s period of office and for a period of seven years after a Director or an officer ceases to hold office. This seven year period can be extended where certain proceedings or investigations commence before the seven year period expires. Disclosure of the insurance premiums and the nature of liabilities covered by such insurance are prohibited by the relevant contracts of insurance. NON-AUDIT SERVICES During the financial year, KPMG, the Group’s auditor, has performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided by the auditor and is satisfied that the provision of those non-audit services is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit & Risk Committee to ensure they do not impact the integrity and objectivity of the auditor; and • the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. Details of the amounts paid to the auditor of the Group, KPMG, and its network firms, for audit and non-audit services provided during the financial year are provided in Note 24 to the financial statements. LEAD AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration is set out on page 47 and forms part of the Directors’ Report for the year ended 30 June 2015. 29 Steadfast Group Annual Report 2015 Remuneration Report – Audited A. INTRODUCTION The remuneration report outlines Steadfast’s remuneration philosophy, framework and outcomes for the financial year ended 30 June 2015 (FY15) for all key management personnel (KMP), including all Non-executive Directors and the Executive Team made up of the Managing Director & Chief Executive Officer (MD & CEO) and his direct reports. KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly. The current KMP of the Group for the entire financial year unless otherwise stated, are as follows. TABLE 1 – NON-EXECUTIVE DIRECTORS Name Frank O’Halloran, AM (Chairman) David Liddy Anne O’Driscoll Philip Purcell Greg Rynenberg Jonathan Upton Date of appointment 21 October 2012 1 January 2013 1 July 2013 1 February 2013 10 August 1998 9 May 2005. Retired 29 October 2014 Frank O’Halloran is Chairman of the Nomination Committee. David Liddy is Chairman of the Remuneration & Succession Planning Committee. Anne O’Driscoll is Chairman of the Audit & Risk Committee. Other than Jonathan Upton who retired 29 October 2014, all Non-executive Directors listed in Table 1 above are independent directors. TABLE 2 – EXECUTIVE TEAM Name Role Robert Kelly Managing Director & CEO Stephen Humphrys Chief Financial Officer Dana Williams Linda Ellis* Chief Operating Officer Group Company Secretary & Senior Counsel Date of appointment 18 April 1996 2 January 2013 28 January 2014 3 June 2013 Samantha Hollman Executive General Manager – Project, Brand, People 4 January 2000 Allan Reynolds Peter Roberts* Executive General Manager – Direct & New Zealand 5 December 2002 Executive General Manager – Integration Synergies 1 August 2013 1 July 2015 Simon Lightbody CEO, Steadfast Underwriting Agencies * Ceased to be a KMP on 1 July 2015. Remuneration is a highly technical subject in the current regulatory and reporting environment. In writing this report, our aim is to present information in a way which is easy to be understood by the readers as well as to meet our legal obligations. In sections B to D, we concentrate on providing the structure and value of remuneration of the Executive Team. Other relevant and technical information is provided in section G, Additional information, for those readers who want to understand the executive remuneration in more detail. The structure of the remuneration report is as follows. Section Details B C D E F G 30 Remuneration governance Executive remuneration structure Executive remuneration details Non-executive Directors remuneration Non-executive Directors remuneration details Additional information Directors’ Report continuedSteadfast Group Annual Report 2015 B. REMUNERATION GOVERNANCE This report meets the remuneration reporting requirements of the Corporations Act 2001 and Accounting Standard AASB 124 Related Party Disclosures. The term remuneration used in this report has the same meaning as compensation as prescribed in AASB 124. I. REMUNERATION & SUCCESSION PLANNING COMMITTEE The Remuneration & Succession Planning Committee of the Board is responsible for reviewing and determining remuneration arrangements for the Non-executive Directors and the Executive Team made up of the Managing Director & CEO and his direct reports listed in the KMP tables above. II. REMUNERATION PHILOSOPHY The objective of the Group’s executive remuneration framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders and conforms to market practice for delivery of remuneration. The Board embodies the following principles in its remuneration framework: • a performance based reward structure; • competitive and reasonable rewards to attract and retain high calibre executives; • strong links between executive rewards and shareholder value; • a significant proportion of executive remuneration is at risk, and is linked to achievement of pre-determined performance targets; and • transparent reward structures. III. INVOLVEMENT OF EXTERNAL REMUNERATION ADVISORS The Remuneration & Succession Planning Committee directly engages and considers market remuneration data from remuneration consultants as required. The data provided by remuneration consultants is used as a guide for remuneration decisions in respect of the Executive Team. For the financial year ended 30 June 2015, remuneration consultant Mercer Consulting (Australia) Pty Ltd (“Mercers”) was engaged to provide information on fixed remuneration packages and incentives to the Remuneration & Succession Planning Committee. No remuneration recommendations as defined by the Corporations Act 2001 were provided by Mercers. C. EXECUTIVE REMUNERATION STRUCTURE The listing of the Company necessitated the introduction of a remuneration structure which aligns with the current ASX Corporate Governance Practice and commenced operation from 1 July 2013 (FY14). The Group aims to reward executives with a level of remuneration commensurate with their responsibilities and position within the Group and their ability to influence shareholder value creation. The remuneration framework links rewards with the strategic goals and performance of the Group and provides a market competitive mix of both fixed and variable rewards. The Group has adopted an approach to position fixed remuneration and total remuneration at the 75th percentile (depending on the time the executive has been in their position). The key elements of the executive remuneration are: • fixed remuneration consisting of cash salary, superannuation and non-monetary benefits; • an annual incentive referred to as short term incentive (STI) plan; and • a long term incentive referred to as long term incentive (LTI) plan. The Board believes that the fundamental driver for executive remuneration should be long term financial performance that generates value for Steadfast shareholders. The at risk (or variable) remuneration components of the Executive Team are set by referencing to regulation and current market practices. To ensure the Executive Team remain focused on long term outcomes without encouraging excessive risk taking, the following conditions apply: • financial performance hurdle – diluted earnings per share (EPS) growth has been chosen to meet and align with shareholders’ objectives; • operating performance hurdle – each member of the Executive Team has set annual performance objectives aligned to the Group’s strategic objectives and must achieve at least 60% of those objectives to be eligible for any STI and LTI; • 40% of the STI is granted as deferred equity awards and is intended to be satisfied by the issue or transfer of ordinary shares in the capital of the Company over a three year period from the grant date – being one third at the end of years one, two and three; • subject to meeting the personal and financial objectives, vesting of the LTI occurs after three years from the grant date and is satisfied by the issue or transfer of ordinary shares in the capital of the Company; and • the Board retains the discretion to adjust any unpaid or unvested performance related remuneration (such as STI – Cash, STI – deferred equity awards and LTI) downwards if it is appropriate to do so. This discretion, while not specifically mentioned, applies to all the following comments on applicable dates for vesting of share-based payment awards. 31 Steadfast Group Annual Report 2015 The targeted remuneration mix for: • the MD & CEO is 36% fixed and 64% variable (at risk); • other members of the Executive Team are in the range of 44% to 54% fixed and 46% to 56% variable (at risk). Table 4 provides a breakdown of the three elements of the total remuneration for the Executive Team, measured at maximum level and FY15 actual. Table 3 provides a snapshot of the key elements comprising executive team remuneration as well as the purpose, performance hurdles (where applicable) and the FY15 outcome. Table 3A provides executive team remuneration changes from FY16 onwards. TABLE 3 – SNAPSHOT OF EXECUTIVE REMUNERATION STRUCTURE AND FY15 OUTCOME Form of remuneration Purpose and link to strategy a. Fixed remuneration Cash salary and superannuation Helps to attract and retain high calibre executives Reflects individual role, experience and performance Non-monetary benefits Helps to attract and retain high calibre executives b. Variable and at risk remuneration Short term incentive (STI) Recognises the contributions and achievements of the Executive Team and helps to attract and retain talent Operation and outcome for FY15 Opportunity Performance metrics Reviewed annually by the Remuneration & Succession Planning Committee and fixed for 12 months, with any changes effecting from 1 July each financial year. Decision influenced by: • role, experience and performance; • reference to comparative remuneration in the market; and • total organisational salary budgets. FY15 outcome The Board approved an overall 6.7% increase in fixed remuneration for the Executive Team to reflect the growth of the Group. Executive Team is provided with car parking, income protection and life insurance. FY15 outcome No change from FY14. STI Plan consisting of cash and deferred equity award commenced in FY14. EPS growth measured against the FY14 results used in arriving at the STI for FY14. FY15 outcome STI was awarded in the range of 50% to 125% of fixed pay approved by Board. The STI awards are: • 60% cash award will be paid in September 2015; and • 40% deferred equity award to be granted on 26 August 2015. Refer to Table 6 for details of STI awarded. Target at 36% to 54% of total remuneration Personal objectives set each year Car parking cost per annum: $5,000 Income protection and life insurance: $10,000 Both STI and LTI are discretionary, performance based, at risk reward arrangements The combined total of STI and LTI is targeted at 46%–64% of total remuneration Personal objectives set each year STI – Cash award (60% of total STI) • achievement of personal objectives • diluted earnings per share (EPS) minimum growth hurdle of 5% to be met STI – Deferred equity award (40% of total STI) • continuous employment for the vesting period split one third over one, two and three years; and • diluted EPS minimum growth hurdle of 5% to be met 32 Directors’ Report continuedSteadfast Group Annual Report 2015 Form of remuneration Purpose and link to strategy Operation and outcome for FY15 Opportunity Performance metrics Long term incentive (LTI) Provides opportunity for the Executive Team to acquire equity in the Company as a reward for increasing EPS over the longer term and helps to attract and retain talent LTI Plan consisting of deferred equity award commenced in FY14. EPS growth is measured against the FY14 EPS used in arriving at the STI for FY14. FY15 outcome LTI based on the percentage of fixed remuneration of the Executive Team was awarded and approved by the Board. The actual number of deferred equity awards will be granted on 26 August 2015. Refer to Table 8 for details of LTI awarded. LTI – Deferred equity award (100%) • continuous employment and performance rating to be met for the three year vesting period; and • the Group’s average diluted EPS increasing by a compound 10% per annum over the three year vesting period As part of the ongoing review of remuneration, the STI and LTI plans were refined to ensure incentives aligned with our remuneration philosophy and market competitiveness. The Board approved the remuneration changes as set out below in Table 3A for the financial year ending 30 June 2016 (FY16) to ensure there was more remuneration “at risk” for the Managing Director & CEO and the CFO. This was achieved via increased maximum STI of 150% for the Managing Director & CEO (was 125%) and an increased STI of 100% for the CFO (was 75%). The Board believes this to be more in line with the market and will motivate these executives to outperform. TABLE 3A – EXECUTIVE AT RISK REMUNERATION CHANGES FOR FY16 Remuneration changes FY15 terms FY16 new terms Target remuneration mix The MD & CEO had a maximum potential fixed: variable remuneration mix of 36%:64%. The MD & CEO to have a maximum potential fixed: variable remuneration mix of 33%:67%. The CFO had a maximum potential fixed: variable remuneration mix of 44%:56%. The CFO to have a maximum potential fixed: variable remuneration mix of 40%:60%. LTI Conditional rights attract notional dividends. Conditional rights do not accrue notional dividends. TABLE 4 – MAXIMUM POTENTIAL AND FY15 ACTUAL REMUNERATION MIX Fixed remuneration At risk STI – cash STI – deferred* LTI* Total at risk Maximum potential FY15 Actual MD & CEO % Other executives % MD & CEO % Other executives % 36% 44%–54% 36% 44%–54% 28% 18% 18% 64% 100% 15%–20% 10%–13% 19%–25% 46%–56% 100% 28% 18% 18% 64% 100% 15%–20% 10–13% 19–25% 46%–56% 100% * During the year, there was no STI – deferred or LTI vested. Deferred rights granted are subject to vesting conditions being met in the future. 33 Steadfast Group Annual Report 2015 I. REMUNERATION OUTCOME FOR FY15 The following sections provide further details on how the at risk components (being STI and LTI) of the Executive Team’s remuneration were determined and how that linked to the performance of the Group and the shareholders’ value. a. Short term incentives The STI Plan, consisting of cash and deferred equity awards, commenced in FY14 and is designed to recognise the contributions and achievements of the Executive Team when outstanding financial results and individual performance objectives are achieved. Details of the STI Plan are explained in Table 5 below. Table 5 – Key details of the STI Plan for FY15 Potential maximum STI MD & CEO can earn up to 125% of his annual fixed remuneration. Performance measures The other executives within the Executive Team can earn 50% to 75% of their annual fixed remuneration. Non-financial measures – personal, cultural and behavioural objectives as agreed. At least 60% of the objectives must be achieved by the members of the Executive Team to be eligible for any STI. The objectives agreed for the MD & CEO for FY15 were improving margins from underwriting agency businesses, successful integration of acquisitions, empowering executives, succession planning implementation and successful implementation of new technology for back office efficiencies. The MD & CEO achieved a substantial majority of his non-financial objectives and through astute negotiation and subsequent acquisition of a number of underwriting agencies, built the largest portfolio of underwriting agencies in Australia and drove the Company to achieve 16.4% diluted EPS growth in FY15. Financial measures – no STI will be payable unless at least 5% EPS growth is achieved against the FY14 pro forma EPS of 6.466 cents. Maximum STI can be awarded if the EPS growth is 15% or more. Testing and approval of performance measures The MD & CEO’s STI is recommended by the Remuneration & Succession Planning Committee based on the financial and his non-financial performance outcome and approved by the Board. The STI of other members of the Executive Team is recommended by the MD & CEO to the Remuneration & Succession Planning Committee, based on their financial and non-financial performance outcome and recommended by the Remuneration & Succession Planning Committee and approved by the Board. Rationale for choosing performance measures The non-financial measures are chosen to ensure each member of the Executive Team performs specific tasks that support the success of Steadfast. The financial measure of EPS growth is chosen to ensure long term shareholder value is achieved. Forms of STI reward elements 60% is paid as cash, normally in September following the end of financial year. 40% is granted as deferred equity award (DEA) of conditional rights to Steadfast ordinary shares and vesting over a three year tenure hurdle from the grant date – split one third over one, two and three years. Key terms of DEA DEA of conditional rights to Steadfast ordinary shares are normally granted in August following the financial year. These rights are granted to the participants at no cost, to the dollar value of their DEA awarded. The number of conditional rights granted is calculated based on the weighted average share price over the five trading days before the grant date. The participants in the STI Plan become eligible to receive one Steadfast ordinary share per conditional right subject to their continuing employment with the Group over the vesting period post grant date. These rights will accrue notional dividends and any bonus element inherent in any rights issue, which will be paid as additional shares upon vesting. Forfeiture conditions The Board retains the discretion to adjust any unpaid or unvested performance related remuneration (such as STI – Cash, STI – deferred portion) downwards if it is appropriate to do so. The conditional rights will be forfeited if the executive resigns before the vesting date. When an executive ceases employment in special circumstances, such as redundancy, any unvested rights may be paid in cash and/or Steadfast ordinary shares, subject to Board discretion. The Executive Team met their non-financial performance objectives and the Group achieved an underlying diluted EPS growth of 16.4% for FY15. 34 Directors’ Report continuedSteadfast Group Annual Report 2015 The underlying diluted EPS for FY15 will be the base for FY16 EPS growth calculations (refer Table 9). Details of maximum potential STI and actual STI awarded to each members of the Executive Team are provided in Table 6 below. Table 6 – Actual STI outcomes for FY15 Maximum STI potential Actual STI outcome STI – cash outcome (60% of outcome) STI – deferred equity award outcome (40% of outcome) (% of fixed pay) (% of maximum) (% of fixed pay) (% of fixed pay) ($) (% of fixed pay) 125% 75% 75% 50% 50% 50% 50% 100% 100% 100% 100% 100% 100% 100% 125% 75% 75% 50% 50% 50% 50% 75% 45% 45% 30% 30% 30% 30% 618,750 213,750 180,000 90,000 78,347 105,719 92,400 50% 30% 30% 20% 20% 20% 20% ($)* 412,500 142,500 120,000 60,000 52,231 70,479 61,600 Robert Kelly Stephen Humphrys Dana Williams Linda Ellis Samantha Hollman Allan Reynolds Peter Roberts Table note * The number of conditional rights to be granted to the Executive Team has been determined by the dollar value of the DEA outcome divided by the weighted average share price over the five trading days prior to the date of this report. b. Long term incentives The LTI Plan in the form of DEAs commenced in FY14 and is designed to provide the Executive Team with the opportunity to acquire equity in Steadfast as a reward for increasing earnings per share over the longer term. Details of the LTI Plan are explained in Table 7 below. Table 7 – Key details of the LTI Plan for FY15 Potential maximum LTI The MD & CEO can earn up to 50% of his annual fixed remuneration. The other executives within the Executive Team can earn 35% to 50% of their annual fixed remuneration. Approval of the LTI The Board approves the LTI based on the financial and non-financial performance outcome as recommended by the Remuneration & Succession Planning Committee. Forms of LTI reward DEA of conditional rights to Steadfast ordinary shares and vesting after a three year tenure hurdle and meeting future performance hurdles from the grant date. Future performance hurdles Non-financial measures – personal, cultural and behavioural objectives aligned to the Group’s strategic objectives as agreed with the Board. At least 60% of the objectives must be achieved by the members of the Executive Team to be eligible to any LTI. The FY15 achievements are shown in the “Strategy and Prospects” section of the Directors’ Report and include items such as the development of the new strategic relationship with Munich Re and MetLife, an uplift in underwriting agency margins, the successful integration of FY14 acquisitions, the expansion into New Zealand, the development and pilot of Steadfast Direct as well as the acquisition of a number of underwriting agencies, insurance brokers, an authorised representative group and a reinsurance broker. Financial measures – no LTI will be vested unless the Group’s average compound diluted EPS growth of 10% per annum or more over the three year vesting period is achieved. Rationale for choosing performance measures The financial measure of EPS growth is chosen to ensure long term shareholders value is achieved. The non-financial measures are chosen to ensure each member of the Executive Team performs specific tasks that support the success of Steadfast. 35 Steadfast Group Annual Report 2015 Key terms of DEA DEA of conditional rights to Steadfast ordinary shares are normally granted on the date the audited financial results are announced. These rights are granted to the participants at no cost, to the dollar value of a percentage of their fixed remuneration in accordance with the LTI Plan. The number of conditional rights granted is calculated based on the weighted average share price over the five trading days before the grant date. The participants in the LTI Plan become eligible to receive one Steadfast ordinary share per conditional right, subject to their continuing employment with the Group for the three year period from the grant date and meeting performance hurdles, subject to Board discretion. These rights will accrue notional dividends and any bonus element inherent in any rights issue, which will be paid as additional shares upon vesting. Forfeiture conditions The Board retains the discretion to adjust any unpaid or unvested LTI downwards if it is appropriate to do so. The conditional rights will be forfeited if the executive resigns before the vesting date. When an executive ceases employment in special circumstances, such as redundancy, any unvested rights may be paid in cash and/or Steadfast shares subject to Board discretion. Table 8 – LTI awarded for the year ended 30 June 2015 Robert Kelly Stephen Humphrys Dana Williams Linda Ellis Samantha Hollman Allan Reynolds Peter Roberts Fixed pay ($) Maximum LTI (% of fixed pay) LTI – deferred equity awards ($)* 825,000 475,000 400,000 300,000 261,155 352,396 308,000 50% 50% 50% 35% 35% 50% 35% 412,500 237,500 200,000 105,000 91,404 176,198 107,800 * The number of conditional rights to be granted to the Executive Team has been determined by the dollar value of the DEA outcome divided by the weighted average share price over the five trading days prior to the date of this report. II. SHAREHOLDING REQUIREMENTS There is no specific policy requiring the Executive Team to hold any Steadfast’s ordinary shares. However, the Executive Team acquire Steadfast’s ordinary shares, through the following means: • re-weighting shares allocated to the shareholders who held ordinary shares before the Company’s change of constitution as approved by its Extraordinary General Meeting in June 2013; • subscription for ordinary shares as part of the Company’s initial public retail and institutional offer and subsequent rights issues; • for three executives, acquisition of Executive Shares through the Executive Loan Arrangement (for further details, refer to section G.III. Executive loans and Executive Shares, and Table 15 – Movement of Executive loans); • participation in the Company’s Dividend Reinvestment Plan; • conditional rights conversion into ordinary shares at the end of August 2014 (refer to Table 14 – Conditional rights allocated to the Executive Team for further details); and • potential vesting of DEAs granted through the STI and LTI Plans in the financial years from 1 July 2014 onwards (refer to Table 3 – Key elements of executive remuneration for further details of the STI and LTI Plans). Table 16 provides movements of Steadfast’s ordinary shares held by the Executive Team during the current financial year. 36 Directors’ Report continuedSteadfast Group Annual Report 2015 III. HISTORICAL ANALYSIS OF FINANCIAL PERFORMANCE The following table outlines the returns of the Group delivered to its shareholders. The Company has experienced significant development and transformation to facilitate its successful listing on the ASX in August 2013. As a result, historical analysis of financial performance for the financial years prior to 2014 does not provide meaningful comparative information to the users of this report. Table 9 – Key financial performance indicator 2011 2012 2013 2014 2015 Net profit/(loss) attributable to owners of the Company ($’000) 2,810 6,174 (13,437)* 25,087 42,104 * The adjusted earnings for 2013 was $7.075 million after adjusting for non-trading items. The EPS used for determining STI and LTI for FY15 excludes non-trading income and expenses approved by the Board. This is consistent with the FY14 pro forma EPS used as the base for determining FY14’s STI and LTI awards. The reconciliation on the reported EPS to the adjusted EPS used for STI and LTI is as follows: 2015 Reported net profit attributable to owners of the Company Less: non-trading income (Note 4 (iv)) Add: non-trading expenses (Note 4 (v)) Less: non-trading tax benefit Adjusted pro forma net profit attributable to owners of the Company Adjusted pro forma diluted EPS (cents per share)* 2014 Reported net profit attributable to owners of the Company Less: non-trading income, pre tax Add: non-trading expenses, pre tax Add: July 2013 trading results, pre tax Less: tax effect on the above Adjusted pro forma net profit attributable to owners of the Company Adjusted pro forma diluted EPS (cents per share)* Growth from FY14 (%) $’000 42,104 (3,186) 3,302 (126) 42,094 7.24 cents 25,087 (3,996) 8,562 4,507 (1,738) 32,422 6.22 cents 16.4% * The diluted EPS is adjusted for the bonus element of the rights issue completed in March 2015. EPS used in the future periods for determining STI and LTI awards will exclude any reversal of the effective interest expense on the Executive loans. D. EXECUTIVE REMUNERATION DETAILS The table below provides remuneration details for the Executive Team (including the MD & CEO and his direct reports). For an executive who was newly appointed to the Executive Team during either financial year, the remuneration information provided in the table below relates to the period from the date of their appointment as KMP to the year ended 30 June. Refer to Table 2 – Executive Team for KMP who were appointed during the financial year ended 30 June 2014. 37 Steadfast Group Annual Report 2015 TABLE 10 – TOTAL EXECUTIVE REMUNERATION OF THE GROUP Short term employment benefits Post employ- ment benefits Other long term employ- ment benefits Sub total (excluding share-based payments) Table note (1) (2) (3) (4) (5) Share- based payments (6) Total Cash salary and leave accruals $ Short term incentive $ Non- monetary benefits (refer Table 10a) $ Super- annuation $ Long service leave accruals $ $ $ $ Current Executive Team (including Managing Director & CEO): Robert Kelly, Managing Director & CEO 2015 2014 983,104 618,750 22,456 809,011 552,240 2,613,658 Stephen Humphrys, Chief Financial Officer 2015 2014 465,741 213,750 16,864 409,474 181,892 534,844 Dana Williams, Chief Operating Officer* 2015 2014 390,258 180,000 154,579 42,253 Linda Ellis, Group Company Secretary & General Counsel 2015 2014 266,208 254,433 90,000 79,894 15,806 5,761 17,626 12,247 18,783 17,775 18,783 15,888 18,783 8,887 18,783 17,775 21,276 1,664,369 354,025 2,018,394 14,976 4,007,660 126,304 4,133,964 10,265 725,403 144,143 869,546 8,207 1,150,305 128,001 1,278,306 7,777 2,688 5,917 5,216 612,624 214,168 88,424 701,048 5,638 219,806 398,534 369,565 63,009 61,667 461,543 431,232 Samantha Hollman, Executive General Manager – Projects, Brand, People 2015 2014 248,237 242,713 78,347 72,242 13,327 12,306 Allan Reynolds, Executive General Manager – NZ and Direct 2015 2014 345,546 105,719 11,080 323,763 98,158 478,007 Peter Roberts, Executive General Manager – Integration Synergies 2015 2014 299,730 303,836 92,400 80,927 10,083 9,034 18,783 17,498 18,783 17,621 18,783 23,237 (10,802) 347,892 15,724 360,983 55,649 59,351 403,541 420,334 8,701 6,426 489,829 90,881 580,710 923,975 110,508 1,034,483 7,005 428,001 17,464 434,498 64,220 20,680 492,221 455,178 * Dana Williams joined Steadfast on 28 January 2014. From 1 July 2014, Ms Williams was appointed as Chief Operating Officer. In Table 10 above, her remuneration for the financial year ended 30 June 2014 was only for a part year. I. Table notes (1) Cash salary includes amounts paid in cash plus any salary sacrifice items. Annual leave accruals are determined in accordance with Accounting Standard, AASB 119 Employee Benefits. (2) The 2015 short term incentive (STI) represents 40% of the total STI awarded and approved by the Board and will be paid in cash in September 2015. (3) This amount includes car parking and the relevant fringe benefit tax, cost of income protection, and life insurance and other benefits provided by the Group. In the year ended 30 June 2014, the non-monetary benefits also included the effective interest on the interest free Executive loans provided by Steadfast to four members of the Executive Team (over the full five year loan period) to acquire Executive shares at $1.00 with a discount of $0.15 per share. Details of the interest free Executive loans and Executive shares are provided in section G.III. in this report. Executive loans’ effective interest and the discount on Executive shares are provided in Table 10a for the three remaining executives. 38 Directors’ Report continuedSteadfast Group Annual Report 2015 Table 10a – Breakdown of non-monetary benefits Robert Kelly 2015 2014 Stephen Humphrys 2015 2014 Allan Reynolds 2015 2014 Deemed interest expense during the year $ Deemed interest expense for future years $ Total effective interest on Executive loans $ Discount on Executive shares $ Other non- monetary benefits $ Total non- monetary benefits $ – – – – 22,456 22,456 337,623 1,504,006 1,841,629 750,000 22,029 2,613,658 – – – – 67,495 300,831 368,326 150,000 16,864 16,518 16,864 534,844 – – – – 60,797 270,696 331,493 135,000 11,080 11,514 11,080 478,007 (4) Superannuation contribution is paid in line with legislative requirements. (5) Long service leave accruals are determined in accordance with Accounting Standard, AASB 119 Employee Benefits. (6) During the 2013 financial year, four members of the Executive Team were allocated conditional rights which converted to ordinary shares free of costs at the end of August 2014 due to continuing employment at that time and their performance meeting the minimum criteria as agreed. Details of the conditional rights are provided in Table 14 – Movement of conditional rights in section G.II. in this report. An allocated portion of the unvested conditional rights is included in Table 10 above. The value of the conditional rights is calculated based on the expected share price, less expected dividends without discounting (due to immaterial time value over the vesting period). E. NON-EXECUTIVE DIRECTORS’ REMUNERATION I. STRUCTURE AND POLICY Non-executive Directors’ fees are determined within an aggregate Directors’ fee pool limit which is reviewed periodically and recommended for approval by shareholders. The fee structure is designed to provide the Group with the ability to attract and retain directors of the highest calibre. The aggregate amount of remuneration sought to be approved by shareholders and the manner in which it is paid to Directors is reviewed annually. The Board considers advice from external consultants as well as fees paid to Non-executive Directors of comparable companies when undertaking the review process. For the financial year ended 30 June 2015, a remuneration consultant (Mercers) was engaged to provide information on Non-executive Director remuneration to the Remuneration & Succession Planning Committee. No recommendation as defined by the Corporations Act 2001 was provided by Mercers. II. BOARD AND COMMITTEE FEES Independent and non independent Non-executive Director remuneration consists of three elements: • Board fees; • committee fees; and • superannuation which is paid in line with legislative requirements. Directors do not receive retirement benefits beyond superannuation contributions and do not participate in any incentive programs. Directors may also be reimbursed for travel and other expenses incurred in attending to the Company’s affairs. At the Extraordinary General Meeting held on 14 June 2013 the shareholders approved the maximum aggregate Directors’ fee pool of $900,000 per annum for each financial year effective from 1 July 2013. 39 Steadfast Group Annual Report 2015 Table 11 – Steadfast’s Board or committee annual fee (inclusive of superannuation) Board/committee Board Audit & Risk Committee Role Chairman Non-executive Directors Chairman Non-executive Directors Remuneration & Succession Planning Committee Chairman Non-executive Directors 2015 $ 2014 $ 200,000 100,000 200,000 100,000 7,500 2,500 7,500 2,500 7,500 – 7,500 – No additional remuneration will be paid for the Chairman and members of the Nomination Committee nor any directorships of subsidiaries. F. NON-EXECUTIVE DIRECTORS’ REMUNERATION DETAILS The table below provides remuneration details of the Non-executive Directors on the Company’s Board. TABLE 12 – TOTAL DIRECTORS’ REMUNERATION OF THE GROUP Current Directors Frank O’Halloran, AM 2015 2014 David Liddy 2015 2014 Anne O’Driscoll 2015 2014 Philip Purcell 2015 2014 Greg Rynenberg 2015 2014 Jonathan Upton, retired 29 October 2014 2015 2014 Short term employment benefits Post employment benefits Board fees $ Other boards and committee fees $ Superannuation $ 182,215 183,066 92,740 91,533 92,740 91,533 90,890 91,533 90,890 91,533 30,296 91,533 5,000 – 10,000 6,865 10,000 6,865 5,000 – 5,000 – 1,667 – 17,785 16,934 9,760 9,102 9,760 9,102 9,110 8,467 9,110 8,467 3,037 8,467 Total $ 205,000 200,000 112,500 107,500 112,500 107,500 105,000 100,000 105,000 100,000 35,000 100,000 Jonathan Upton’s remuneration and other related party transactions with Steadfast IRS are provided in section G.V.a. in this report. 40 Directors’ Report continuedSteadfast Group Annual Report 2015 SHAREHOLDINGS REQUIREMENTS Non-executive Directors are not required under the Company’s constitution to hold any Steadfast’s ordinary shares. However, contained in each Director’s letter of appointment from the Company is a term and condition that the Non-executive Directors must hold an amount equal to 50% of their annual remuneration in the Company’s ordinary shares by the end of their second year in office. Table 16 provides movements of Steadfast’s ordinary shares held by the Non-executive Directors during the current financial year. G. ADDITIONAL INFORMATION I. EXECUTIVE SERVICE AGREEMENTS Steadfast has ongoing executive service agreements (Executive Agreements) with each of the members of the Executive Team. These Executive Agreements may be terminated by written notice from either party or by the Company making a payment in lieu of notice. The Executive Agreements outline the components of remuneration paid to executives and require the remuneration of executives to be reviewed annually. The Executive Agreements do not require the Company to increase base salary, pay a short term incentive or offer a long term incentive in any given year. The table below contains the key terms of the Executive Team’s Executive Agreements. The Executive Agreements do not provide for any termination payments, other than payment in lieu of notice by the Company. Table 13 – Key terms of executive service agreements Name Notice period from the Company Notice period from the employee Termination provisions in relation to payment in lieu of notice Robert Kelly* 12 months Stephen Humphrys Dana Williams Linda Ellis Samantha Hollman Allan Reynolds Peter Roberts Simon Lightbody 6 months 6 months 6 months 6 months 6 months 6 months 6 months 12 months 6 months 6 months 6 months 6 months 6 months 6 months 6 months 12 months fixed remuneration 6 months fixed remuneration 6 months fixed remuneration 6 months fixed remuneration 6 months fixed remuneration 6 months fixed remuneration 6 months fixed remuneration 6 months fixed remuneration * Mr Kelly has agreed not to terminate his employment contract before 31 December 2017. In accordance with the requirements of the Corporations Act 2001, termination provisions could include the payment of unused annual leave and long service leave accruals where applicable. a. Retrenchment entitlements In the event of redundancy, Mr Kelly will be paid an amount equal to 12 months fixed remuneration. b. Termination under other situations In the event of gross negligence or gross misconduct, the Company may terminate the Executive Agreement immediately by notice in writing and without payment in lieu of notice. 41 Steadfast Group Annual Report 2015 II. CONDITIONAL RIGHTS During the financial year ended 30 June 2013, the Remuneration & Succession Planning Committee approved the allocation of conditional rights to selected employees who contributed to the listing of the Company. The conditional rights allocated were free of cost and converted to one ordinary share per right at the end of August 2014 due to the continuing employment at that time and the performance of the employee meeting the minimum criteria as agreed by the MD & CEO for his direct reports (or the Remuneration & Succession Planning Committee for the MD & CEO). In August 2014, the Remuneration & Succession Planning Committee approved the allocation of conditional rights to the Executive Team being the deferred equity award (DEA) portion of the STI and LTI based on FY14 results, which vest 31 August 2017 and 31 August 2019 respectively should all conditions of vesting be met. These conditional rights participated in the Dividend Reinvestment Plan (DRP) in October 2014 and April 2015 for the final FY14 dividends and half year FY15 interim dividends respectively. Additionally, the shares that have been set aside for the Executive Team based on the FY14 results would have been able to participate in the benefits of the rights issue in March 2015. To compensate the Executive Team for the value of the rights issue benefit foregone, an additional 5.15% of conditional rights were awarded. The table below provides the number of conditional rights held by members of the Executive Team at 30 June 2014 and 30 June 2015. Table 14 – Movement in conditional rights Robert Kelly Stephen Humphrys Linda Ellis Samantha Hollman Allan Reynolds Peter Roberts Dana Williams Balance 30 June 2014 Number Converted to shares 31 August 2014 Number FY14 STI granted Number FY14 LTI granted Number DRP granted Number Rights entitlement Number – – 263,724 100,000 (100,000) 50,000 50,000 (50,000) (50,000) 100,000 (100,000) – – – – 86,863 38,154 34,738 46,876 38,646 20,178 279,369 152,220 69,551 63,325 122,073 69,181 36,782 16,922 7,449 3,356 3,055 5,264 3,360 1,774 27,969 12,313 5,547 5,050 8,701 5,553 2,933 Balance 30 June 2015 Number 587,984 258,845 116,608 106,168 182,914 116,740 61,667 300,000 (300,000) 529,179 792,501 41,180 68,066 1,430,926 The fair value of the conditional rights as recognised at 30 June 2014 and 31 August 2014 is $0.98. The fair value of the conditional rights awarded in August 2014 for the DEA portion of the STI based on FY14 results is $1.4312 for Robert Kelly and $1.3253 for all other KMP. The fair value of the conditional rights awarded in August 2014 for the DEA portion of the LTI based on the FY14 results is $1.4001 for Robert Kelly and $1.2908 for all other KMP. The fair value of the Rights Entitlement Number represents the impact of discount on the rights issue in February 2015 not available to the KMP. III. EXECUTIVE LOANS AND EXECUTIVE SHARES In the Extraordinary General Meeting held on 14 June 2013, the shareholders approved the making by the Company of full recourse loans to four members of the Executive Team. They have entered into loan agreements with the Company (Executive Loan Agreements). Under the Executive Loan Agreements, the Company provided loans to these executives with the loan proceeds to be used only to fund the acquisition of ordinary shares in the capital of the Company at a fixed price of $1.00 per share pursuant to the Company’s initial retail and institutional offer (Executive Shares). The loans were intended: • to recognise and reward the services and contributions provided by these executives to the development and ongoing transformation of the Company; • to assist in the retention of these executives; and • as part of the Company’s remuneration strategy to align the interests of the Executive Team to shareholder value. 42 Directors’ Report continuedSteadfast Group Annual Report 2015 The key terms of the Executive Loan Agreements are: • interest free, unsecured and full recourse loans; • all dividends in respect of Executive Shares must be applied towards repayment of the loans; and • to be repaid in full five years after the date on which the loans are provided. The Executive Shares are subject to escrow restrictions. Apart from the exceptions as noted below, the key restrictions are: • for the period from the receipt by the executives of the Executive Shares until the end of the term of the loan (or upon the loan being accelerated due to an event of default) the executives agreed not to dispose of the Executive Shares or grant security over the Executive Shares (subject to certain exceptions as set out below) without the prior consent of the Board; and • the executives agreed to the application of a holding lock in respect of the Executive Shares. During the financial year ended 30 June 2014, the Executive loans were recognised at fair value. The Executive loans were interest free loans, and the Executive Shares were issued at a fixed price of $1.00 (being the minimum price to meet the condition of listing). The fixed price was different to the final share price of the Company when listed on the ASX in August 2014. A share-based payments expense on Executive Shares of $4.015 million was recorded in FY14 to recognise the difference between the cost and the fair value of the Executive loans. The share-based payments expense of $4.015 million is likely to be reversed over the period to the final repayment date. The exceptions to the above escrow restrictions on Executive Shares are: • if the disposal does not cause the executive to breach the trading restrictions and the Executive Shares are disposed of during the permitted trading window under the Executive Loan Agreements. Under the trading restrictions, each executive may only sell their Executive Shares as below: Period Cumulative amount of Executive Shares that may be sold 12 months ended 31 August 2015 12 months ended 31 August 2016 12 months ended 31 August 2017 12 months ended 31 August 2018 12 months ended 31 August 2019 ≤ 20% of total Executive Shares ≤ 40% of total Executive Shares ≤ 60% of total Executive Shares ≤ 80% of total Executive Shares ≤ 100% of total Executive Shares • should the executive leave, then the shares are not subject to the trading restrictions noted above. • the proceeds from the disposal of the Executive Shares are to be applied towards the repayment of the Executive loans first, in the same proportion as the percentage of total Executive Shares disposed. The executives are entitled to retain any profits or gains from the disposal of the Executive Shares. • the disposal is made in the event of the death of the executive, the executive being declared bankrupt or the executive ceasing to be employed by the Company as a consequence of termination of an employment contract, ill health or retirement. Table 15 below provides the amount of the Executive loans provided to three executives and the fair value at the drawn down date and movement during the financial year. Table 16 provides details of Executive Shares acquired on 2 August 2013 (date of listing of the Company). Table 15 – Movement of Executive loans – FY15 Robert Kelly Stephen Humphrys Allan Reynolds Fair value of Executive loans drawn down at start of the year $ Face value of Executive loans $ Deemed interest income during the year $ Fair value of Executive loans at the end of the year $ Repayment during the year $ 5,000,000 3,405,994 368,316 (235,000) 3,539,310 1,000,000 900,000 681,169 613,104 73,631 66,324 (47,000) 707,800 (42,300) 637,128 6,900,000 4,700,267 508,271 (324,300) 4,884,238 43 Steadfast Group Annual Report 2015 IV. SHAREHOLDINGS OF NON-EXECUTIVE DIRECTORS AND THE EXECUTIVE TEAM Table 16 below summarises the movement in holdings of ordinary shares during the year and the balance at the end of the financial year both in total and held nominally by related parties of Non-executive Directors and the Executive Team. Table 16 – Movement of shareholding interests of Non-executive Directors in accordance with section 205G of the Corporations Act 2001 and the Executive Team – FY15 Total shares held at 1 July 2014 Number Conditional rights allotted 31 August 2014 Number Purchases Number Sales Number 1,147,825 5,249,348 217,391 108,695 110,956 537,926 2,196,307 – – – – – – – 800,001 124,674 249,276 54,348 49,186 175,362 – – – – – – – (2,196,307) 1,000,000 100,000 366,667 – 61,597 173,913 913,199 1,656,519 – 50,000 50,000 100,000 – – 85,744 75,682 6,719 Shares allocated via DRP Number Total shares held at 30 June 2015 Number Shares held nominally at 30 June 2015(a) Number – 1,947,826 1,252,174 4,237 5,378,259 – – – 11,628 – – – 2,009 6,116 466,667 163,043 160,142 724,916 – 1,466,667 – 199,350 305,711 414 1,020,332 378,259 466,667 163,043 160,142 724,916 – – – – 238,387 20,332 – – – – – – (646,736) – 1,009,783 1,009,783 Frank O’Halloran, AM(b) Robert Kelly(b) David Liddy(b) Anne O’Driscoll(b) Philip Purcell(b) Greg Rynenberg(b) Jonathan Upton(b) (c) Stephen Humphrys Dana Williams Linda Ellis Samantha Hollman Allan Reynolds Peter Roberts Footnotes to Table 16 (a) Shares held nominally are included in the column headed Total shares held at 30 June 2015. Total shares are held directly by the KMP and indirectly by the KMP’s related parties, inclusive of domestic partner, dependants and entities controlled, jointly controlled or significantly influenced by the KMP. (b) For the Directors, total shares held directly and nominally also represented the relevant interest in the listed securities, being ordinary shares of the Company, as notified by the Directors to the ASX in accordance with section 205G(1) of the Corporations Act 2001, at the date of this Directors’ Report. (c) Individual shareholdings decreased to nil upon cessation as a Director of the Company. 44 Directors’ Report continuedSteadfast Group Annual Report 2015 V. KMP OTHER RELATED PARTY TRANSACTIONS a. Related party transactions with Jonathan Upton, a Non-executive Director i. Jonathan Upton’s related party transactions with Steadfast IRS Jonathan Upton was the Managing Director of Steadfast IRS. Whilst he was a Director of the Company, Mr Upton received remuneration from managing the entity. Details of remuneration received or receivable are: Short term employment benefits Cash salary and leave accruals Non-monetary benefits Post-employment benefits Superannuation Other long term employment benefits Long service leave accruals Total 2015 $ 2014 $ 108,774 275,710 3,613 11,061 8,557 23,248 1,449 8,625 122,393 318,644 Mr Upton held equity interests in Steadfast IRS directly and indirectly through his 100% ownership interest in Upton Grange Australia Pty Limited and Upton Grange Pty Limited. An interim dividend of $70,050 was received by Mr Upton during the year. The following transactions occurred between Steadfast Group and Steadfast IRS by Mr Upton: Sale of goods and services Marketing and administration fees received from Steadfast IRS, based on the same terms as other Steadfast Network Brokers 5,684 8,849 Payment for goods and services Estimated Steadfast Network Broker rebate expense to Steadfast IRS 40,290 34,989 The following balances are outstanding at the reporting date between Steadfast Group and Steadfast IRS and these intercompany balances are fully eliminated on consolidation: Current receivable and payable Trade receivables from Steadfast IRS Trade payables to Steadfast IRS Non-current loan receivable Loan receivable from Steadfast IRS – – 138,421 2,151 – 10,985,171 The loan receivable from Steadfast IRS as at 30 June 2014 included accrued interest of $269,721. The key terms of the loan are: • variable interest rate based on the Macquarie Bank Reference Rate plus a margin of 1.7% per annum; • the borrower may elect to fix the interest rate for periods between one and five years at the rate nominated by the lender from time to time; • the loan’s maturity date is 15 years after the day of first drawdown; and • monthly repayment will commence 12 months after the first drawdown or at a later date as may be agreed in writing by the lender at its absolute discretion. 45 Steadfast Group Annual Report 2015 b. Other KMP related party transactions The following transactions occurred with Directors’ (Robert Kelly and Greg Rynenberg) related parties which are part of Steadfast Network but are not part of Steadfast Group: i. Sale of goods and services Marketing and administration fees received from Directors’ related entities on normal commercial terms ii. Payment for goods and services Estimated Steadfast Network Broker rebate expense to Directors’ related entities on the basis as determined by the Board The following balances are outstanding at the reporting date in relation to transactions with related parties: iii. Current receivable from related parties Trade receivables from Directors’ related entities ROUNDING 2015 $ 2014 $ 26,143 19,692 49,272 55,767 52,917 47,660 The Group is of the kind referred to in the class order 98/100 dated 10 July 1998 issued by the Australian Securities & Investments Commission. In accordance with that class order, amounts in the Directors’ Report and financial report have been rounded to the nearest thousand dollars, unless otherwise stated. Signed at Sydney on 26 August 2015 in accordance with a resolution of the Directors. Frank O’Halloran, AM Chairman Robert Kelly Managing Director & CEO 46 Directors’ Report continuedSteadfast Group Annual Report 2015 Lead Auditor’s Independence Declaration UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF STEADFAST GROUP LIMITED I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2015, there have been: • no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and • no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Andrew Dickinson Partner Sydney 26 August 2015 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KMPG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 47 Steadfast Group Annual Report 2015 Consolidated Statement of Profit or Loss and Other Comprehensive Income FOR THE YEAR ENDED 30 JUNE 2015 Note 2015 $’000 2014 $’000 12 13 18 18 20 246,413 112,132 (49,446) (13,236) 196,967 29,619 6,358 32,452 98,896 26,361 4,358 23,922 265,396 153,537 8,293 2,138 565 3,463 10,139 3,196 4,445 435 279,855 171,752 (110,555) (26,672) (37,740) (9,270) (9,287) (12,881) (2,702) (4,417) (3,302) 63,029 (15,024) 48,005 (73,971) (11,530) (27,043) (7,084) (5,299) (7,236) (1,689) (1,016) (3,283) 33,601 (6,159) 27,442 (1,486) 445 (1,041) 46,964 933 (280) 653 28,095 REVENUE Fee and commission income Less: Brokerage commission paid Net fee and commission income Marketing and administration fees Interest income Other revenue Share of profits of associates accounted for using the equity method Share of profits of joint venture accounted for using the equity method Profit on fair value of investments Other income EXPENSES Employment expense Selling expense Administration, brokers’ support service and other expenses Steadfast Network Broker rebates expense Occupancy expense Amortisation expense Depreciation expense Finance costs Stamp duty, due diligence and restructure costs Profit before income tax expense Income tax expense Profit after income tax expense for the year OTHER COMPREHENSIVE INCOME ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS Net movement in foreign currency translation reserve Income tax expense on other comprehensive income Other comprehensive income for the period, net of tax Total comprehensive income for the year, net of tax 48 Steadfast Group Annual Report 2015 PROFIT FOR THE YEAR IS ATTRIBUTABLE TO: Non-controlling interests Owners of Steadfast Group Limited TOTAL COMPREHENSIVE INCOME FOR THE YEAR IS ATTRIBUTABLE TO: Non-controlling interests Owners of Steadfast Group Limited EARNINGS PER SHARE Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Note 2015 $’000 2014 $’000 5,901 42,104 48,005 5,907 41,057 46,964 2,355 25,087 27,442 2,355 25,740 28,095 5 5 7.26 7.24 5.25 5.24 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the notes to the financial statements. 49 Steadfast Group Annual Report 2015 Consolidated Statement of Financial Position AS AT 30 JUNE 2015 ASSETS CURRENT ASSETS Cash and cash equivalents Cash held on trust Receivables from broking/underwriting agency operations Other receivables Related party loans receivable Other Total current assets NON-CURRENT ASSETS Related party loans receivable Property, plant and equipment Deferred tax assets Investments in associates Interest in joint venture Intangible assets Goodwill Other Total non-current assets Total assets LIABILITIES CURRENT LIABILITIES Bank overdrafts Payables on broking/underwriting agency operations Other payables Borrowings Income tax payable Provisions Deferred consideration Total current liabilities NON-CURRENT LIABILITIES Borrowings Other payables Deferred tax liabilities Deferred consideration Provisions Total non-current liabilities Total liabilities Net assets 50 Note 2015 $’000 2014 $’000 22 22 20 12 13 7 7 8 8 67,648 172,155 38,551 76,679 311,521 133,460 27,507 16,680 927 3,386 914 1,730 583,144 268,014 7,500 25,777 10,357 7,710 19,825 5,817 122,351 144,388 3,446 180,952 4,425 76,606 669,321 289,162 12,659 1,032,363 1,615,507 5,930 553,863 821,877 632 654 429,012 188,222 43,380 23,706 453 4,168 11,851 27,506 862 4,929 6,388 13,598 517,002 238,359 8 160,910 20 1,284 59,810 27,821 7,115 256,940 773,942 841,565 19,528 1,285 25,865 6,454 5,348 58,480 296,839 525,038 Steadfast Group Annual Report 2015 EQUITY Share capital Treasury shares held in trust Foreign currency translation reserve Share-based payments reserve Undistributed profits reserve Other reserves Retained earnings Equity attributable to the owners of Steadfast Group Limited Non-controlling interests Total equity CORPORATE GEARING RATIO Note 2015 $’000 2014 $’000 9 9 787,946 488,187 (3,018) (237) 3,130 6,562 (10,698) 39,196 (1,070) 810 3,187 6,328 (2,578) 20,937 822,881 515,801 18,684 9,237 841,565 525,038 9 14.9% 2.3% The above consolidated statement of financial position should be read in conjunction with the notes to the financial statements. 51 Steadfast Group Annual Report 2015 Consolidated Statement of Changes in Equity FOR THE YEAR ENDED 30 JUNE 2015 Equity attributable to owners of Steadfast Group Limited Non- controlling interests Total equity Treasury shares held in trust $’000 Foreign currency translation reserve $’000 Share- based payments reserve $’000 Un- distributed profits reserve $’000 Share capital $’000 Other reserves $’000 Retained earnings $’000 $’000 $’000 2015 Balance at 1 July 2014 488,187 (1,070) 810 3,187 6,328 (2,578) 20,937 9,237 525,038 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS: Contributions of equity, net of transaction costs (Note 9) Shares issued for Dividend Reinvestment Plan (Note 9) Shares acquired and held in trust (Note 9) Share-based payments on Executive Shares and employee share plans Shares allotted through Dividend Reinvestment Plan (Note 9) Shares allotted to employees under Employee Conditional Rights Scheme Transfer of retained earnings to profit reserve Put option liability on acquisition of subsidiaries Acquisition of non- controlling interests Changes in part equity interests in subsidiaries without loss of control Dividends declared and paid – – – 294,201 5,558 – – – – – – – – – – – – – – (2,931) – (63) 1,046 – – – – – – (1,047) (1,047) – – – – – – – – – – – – – – – – – 989 – (1,046) – – – – – – – – – – – – – – 23,845 – – – 804 – (8,924) (23,611) – – 42,104 5,901 48,005 – – – – – – – – – – 6 (1,041) 42,104 5,907 46,964 – – – – – – (23,845) – – – – – – – – – – – – 294,201 5,558 (2,931) 989 (63) – – 804 2,850 2,850 4,970 (3,954) (4,280) (27,891) Balance at 30 June 2015 787,946 (3,018) (237) 3,130 6,562 (10,698) 39,196 18,684 841,565 52 Steadfast Group Annual Report 2015 Equity attributable to owners of Steadfast Group Limited Non- controlling interests Total equity Treasury shares held in trust $’000 Foreign currency translation reserve $’000 Share- based payments reserve $’000 Un- distributed profits reserve $’000 Other reserves $’000 Retained earnings $’000 $’000 $’000 2014 Balance at 1 July 2013 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS: Contributions of equity, net of transaction costs (Note 9) Shares issued for Dividend Reinvestment Plan (Note 9) Shares acquired and held in trust (Note 9) Share-based payments on Executive Shares and employee share plans Share-based payments on share options granted Transfer of retained earnings to profit reserve Put option liability on acquisition of subsidiaries Acquisition of non- controlling interests Changes in part equity interests in subsidiaries without loss of control Dividends declared and paid Share capital $’000 317 – – – 486,867 1,003 – – – – – – – – – – – – – – (1,070) – – – – – – – 157 – 653 653 – – – – – – – – – – – – – – – – – 2,822 365 – – – – – – – – – – – – – – 6,328 – – – – – – – – – – – – – – (804) – (1,774) 11,195 713 12,382 25,087 2,355 27,442 – – 653 25,087 2,355 28,095 – – – – – (6,328) – – – – – – – – – – 486,867 1,003 (1,070) 2,822 365 – (804) 7,596 7,596 679 (1,095) – (9,017) (2,106) (11,123) Balance at 30 June 2014 488,187 (1,070) 810 3,187 6,328 (2,578) 20,937 9,237 525,038 The above consolidated statement of changes in equity should be read in conjunction with the notes to the financial statements. 53 Steadfast Group Annual Report 2015 Consolidated Statement of Cash Flows FOR THE YEAR ENDED 30 JUNE 2015 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees, and Network Broker rebates Dividends received from associates and joint venture Interest received Interest and other finance costs paid Income taxes paid Net cash from operating activities before customer trust accounts movement Net movement in customer trust accounts (net cash receipts/payments on behalf of customers) Net cash from operating activities 21 CASH FLOWS FROM INVESTING ACTIVITIES Payment for acquisitions of subsidiaries and business assets, net of cash acquired and repayment of subsidiaries’ loans Payments for investments in associates and joint venture Proceeds on part disposal of investments on scheme of arrangement Proceeds on part disposal of investments in subsidiaries on hubbing arrangements Payments for property, plant and equipment Payments for intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payments of transaction costs on issue of shares Payments for purchase of treasury shares Repayment of related party loan Repayment of non-related party loans Provision of related party loans Provision of non-related party loans Proceeds from borrowings Repayment of borrowings Dividends paid to owners of Steadfast Group Limited, net of Dividend Reinvestment Plan Dividends paid to non-controlling interests Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Note 2015 $’000 2014 $’000 258,897 138,443 (214,604) (124,092) 14,622 4,943 (4,417) (14,663) 44,778 22,221 66,999 7,163 3,701 (1,016) (7,801) 16,398 (10,935) 5,463 (374,468) (116,355) (8,901) (70,222) 47,112 6,145 (1,803) (1,301) – 6,875 (1,751) (241) (333,216) (181,694) 300,002 333,703 (8,287) (2,931) 927 4,090 (221) (1,660) (15,896) (1,070) 196 – (2,993) – 139,421 12,524 (18,196) (37,015) (18,053) (4,280) 390,812 124,595 114,576 (8,014) (2,106) 279,329 103,098 11,478 Cash and cash equivalents at the end of the financial year 21 239,171 114,576 The above consolidated statement of cash flows should be read in conjunction with the notes to the financial statements. 54 Steadfast Group Annual Report 2015 Notes to the Financial Statements FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1. GENERAL INFORMATION This general purpose financial report is for the year ended 30 June 2015 and comprises the consolidated financial statements for Steadfast Group Limited (Steadfast or the Company) and its subsidiaries, and the Group’s interests in associates and a joint venture (Steadfast Group or the Group). These financial statements are presented in Australian dollars, which is Steadfast’s functional and presentation currency. The Company is a for-profit listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 3, 99 Bathurst Street, Sydney NSW 2000. A description of the nature of the Group’s operations and its principal activities is included in the Directors’ Report, which is not part of the financial report. This general purpose financial report was authorised for issue by the Board on 26 August 2015. The flow of information is grouped as follows: • significant accounting policies and critical accounting judgements, estimates and assumptions – Notes 2 and 3; • key financial indicators of the Group – Notes 4 to 6; • significant assets and liabilities – Notes 7 to 8; • equity related matters – Note 9; • group structure – Notes 10 to 13; • risk and unrecognised items – Notes 14 to 16; and • additional information and disclosures required by Accounting Standards – Notes 17 to 24. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES A. STATEMENT OF COMPLIANCE This financial report has been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board, as appropriate for for-profit oriented entities and the Australian Securities Exchange (ASX) Listing Rules. International Financial Reporting Standards (IFRS) refer to the overall framework of standards and pronouncements approved by the International Accounting Standards Board. IFRS forms the basis of the Australian Accounting Standards. This financial report of the Group complies with IFRS. B. BASIS OF PREPARATION OF THE FINANCIAL REPORT The significant accounting policies adopted in the preparation of this financial report are set out below. The accounting policies adopted in the preparation of this financial report have been applied consistently by all entities in the Group and are the same as those applied for the previous reporting period unless otherwise noted. These financial statements have been prepared under the historical cost convention, modified, where applicable, by the measurement at fair value of certain non-current assets, financial assets and financial liabilities. I. New and amended standards adopted by the Group The Group has adopted the following revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the year ended 30 June 2015. Adoption of these standards has not had any material effect on the financial position or performance of the Group. Title Description AASB 1031 Materiality AASB 2014–1 Amendments to Australian Accounting Standards: Part A and Part C AASB 2013–3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets AASB 2013–9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments: Part B 55 Steadfast Group Annual Report 2015 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES continued II. Reclassification of comparatives Certain prior year comparative information has been revised in this financial report to conform to the current period’s presentation. The reclassifications are for: • improving readability of the consolidated statement of profit or loss and other comprehensive income by providing further breakdown of income; and • measurement period adjustments to goodwill, intangible assets and its associated deferred tax liability recognised on prior year business combinations. III. Rounding The Group is of the kind referred to in the class order 98/100 dated 10 July 1998 issued by the Australian Securities & Investments Commission. In accordance with that class order, amounts in this financial report have been rounded to the nearest thousand dollars, unless otherwise stated. C. PRINCIPLES OF CONSOLIDATION I. Business combinations The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. The excess of the consideration transferred over the fair value of identifiable net assets acquired and non-controlling interests is recorded as goodwill. If the consideration transferred is less than the fair value of identifiable net assets acquired and non-controlling interests, the difference is recognised directly in profit or loss. Costs of acquisition are expensed as incurred, except if it related to the issue of debt or equity securities. II. Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements of the Group from the date on which control commences until the date on which control ceases. III. Non-controlling interests Non-controlling interests (NCI) are measured at their proportionate share of the acquired subsidiaries’ identifiable net assets at the date of acquisition. For the operations and business being put into a business hub, NCI represent the fair value at the hubbing date. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. IV. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. V. Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in associates and a joint venture. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Interests in associates and the joint venture are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the Group’s share of the profit or loss of associates and the joint venture is included in the Group’s profit or loss. VI. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in full. 56 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES continued D. REVENUE RECOGNITION Revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured. Revenue is recognised to the extent that there is no future obligation. Where there is a future obligation, a portion is deferred over the expected service period. Revenue is measured at the fair value of the consideration received or receivable. I. Fees and commission income Commission, brokerage and fees are recognised when the related service has been provided and it is probable that the Group will be compensated for services rendered and the amount of consideration for such services can be reliably measured. This is deemed to be the invoice date. An allowance is made for anticipated lapses and cancellations. II. Marketing and administration fees The Company has negotiated with strategic partners, such as insurers, premium funders and underwriting agencies, to receive marketing and administration fees based on the amount of business placed with those entities for the Group’s preferred products. These amounts are recognised as revenue when base premium is placed (in the case of insurers and underwriting agencies) or premiums funded (in the case of premium funders). III. Claims experience benefit The Group may receive a claims experience benefit payment or payments in respect of certain types of insurance products placed with insurance companies. Revenue is recognised for a claims experience benefit for a particular policy year when it is likely that a claims experience benefit is receivable and the amount can be measured reliably. Factors taken into account in recognising a claims experience benefit include the number of years that have passed since the end of a policy year and whether various claims have been closed or can be reliably measured. IV. Other revenue Other revenue is recognised when the right to receive payment is established. E. TAXATION Tax consolidation The Company (the head entity) and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are offset in the consolidated financial statements. In addition, certain controlled subsidiaries and their wholly owned Australian subsidiaries have formed income tax consolidated groups under the tax consolidation regime. These entities are also taxed as a single entity and the deferred tax assets and liabilities of these tax consolidated groups are offset in the consolidated financial statements. F. CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash at bank, deposits held at call with financial institutions, and other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash. This includes cash held by the subsidiaries for business operations/operating expenses purposes. Cash held on trust relates to cash held for insurance premiums received from policyholders which will ultimately be paid to underwriters. Cash held on trust cannot be used to meet business operations/operating expenses other than payments to underwriters and/or refunds to policyholders. G. RECEIVABLES FROM BROKING/UNDERWRITING AGENCY OPERATIONS Receivables from broking/underwriting agency operations are initially recognised based on the invoiced amount to customers. After initial recognition, provision is made for lapses or cancellations of insurance policies or other matters that may lead to non-collection. These receivables are generally due for settlement within 30 to 60 days. Collectability of trade receivables is reviewed on an ongoing basis. 57 Steadfast Group Annual Report 2015 NOTE 2. SIGNIFICANT ACCOUNTING POLICIES continued H. INTANGIBLE ASSETS Identifiable intangible assets acquired separately or in a business combination (mainly customer relationships and capitalised software) are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. The useful lives of these intangible assets are assessed on acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and provision for impairment. Intangible assets with finite lives are amortised over their useful lives, currently estimated to be up to 10 years, and their useful lives are reviewed annually. I. PAYABLES ON BROKING/UNDERWRITING AGENCY OPERATIONS These amounts represent insurance premium payable to insurance companies for broking/underwriting agency operations on amounts invoiced to customers and liabilities for goods and services provided to the Group prior to the end of the financial period and which are unpaid. The amounts are unsecured and are usually paid within 30 to 90 days of recognition. J. AUSTRALIAN ACCOUNTING STANDARDS ISSUED AND NOT YET EFFECTIVE The Company has not early adopted and applied any new, revised or amending Accounting Standards and Interpretations that are not yet mandatory for the year ended 30 June 2015. The Company intends to adopt new, revised or amending Accounting Standards and Interpretations in the operating year commencing 1 July after the effective date of these standards and interpretations as set out in the table below. Description Effective date Operating year Note (i) (i) (i) Title AASB 9 Financial Instruments 1 January 2018 30 June 2019 AASB 2009–11, AASB 2010–7 & AASB 2012–6 Amendments to Australian Accounting Standards arising from AASB 9 1 January 2018 30 June 2019 AASB 15 Revenue from Contracts with Customers 1 January 2018 30 June 2019 Table note (i) These changes are not expected to have a significant financial impact, if any. 58 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates may differ from the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) during the year ended 30 June 2015 are discussed below. A. FAIR VALUE OF ASSETS ACQUIRED The Group measures the net assets acquired in a business combination at their fair value at the date of acquisition. If new information obtained within one year from the acquisition date about facts and circumstances that existed at the acquisition date identifies adjustments to the fair value, then the amounts recognised as at the acquisition date will be retrospectively revised. Fair value is estimated with reference to the market transactions for similar assets or discounted cash flow analysis. B. DEFERRED CONSIDERATION The Group has made a best estimate of the amount of consideration payable for the acquisitions where there is a variable purchase price (generally, a multiple of revenue or future period earnings before interest expense, tax and amortisation (EBITA)) after performing due diligence on the acquisition. Should the final EBITA vary from these estimates, the Group will be required to increase or reduce the final consideration payable and recognise the difference as expense or income. C. GOODWILL Goodwill is not amortised but assessed for impairment annually or when there is an evidence of impairment. The recoverable amount of goodwill is estimated using the higher of fair value or the discounted cash flow analysis of the relevant cash generating unit (CGU) deducting the carrying amount of the identifiable net assets of the CGU. Key assumptions used in the calculation of recoverable amounts are the discount rates, terminal value growth rates and EBITA growth rates. D. INTANGIBLE ASSETS The carrying amounts of intangible assets with finite lives are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated on the same basis as goodwill above. An impairment loss is recognised if the carrying amount of the intangible asset exceeds its recoverable amount. E. ESTIMATION OF USEFUL LIVES OF ASSETS The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. F. RECOVERY OF DEFERRED TAX ASSETS Deferred tax assets are recognised for deductible temporary differences and operating tax losses only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. G. REBATES ACCRUALS Included in accrued expenditure is an accrual for rebates from the Group to Steadfast Network Brokers which is calculated based on a percentage of eligible income received and receivable from the Group’s insurance and premium funding partners. 59 Steadfast Group Annual Report 2015 NOTE 4. OPERATING SEGMENTS The Company’s corporate structure includes equity investments in insurance intermediary entities (insurance broking, underwriting agencies and premium funders) and complementary businesses. Discrete financial information about each of these entities is reported to management on a regular basis and accordingly management considers each entity to be a discrete business operation. The Company believes that all of the Group’s equity investments in insurance intermediary entities exhibit similar economic characteristics and have therefore been aggregated into a single reporting segment, being the general insurance intermediary sector. This assessment is based on each of the business operations having similar products and services, similar types of customer, employing similar operating processes and procedures and operating within similar regulatory environments. The Group is in the business of distributing and advising on insurance products in Australia, New Zealand and Singapore. In addition to reviewing performance based on statutory profit after tax, the Chief Operating Decision Maker (being the Managing Director & CEO) also reviews the additional performance measure earnings before interest expense, tax and amortisation (EBITA) broken down by consolidated entities, associates and joint venture. The additional performance measures, EBITA and other related information (broken down by consolidated entities, and associates and joint venture) provided on a regular basis to the Chief Operating Decision Maker are outlined in the table below. Table note Insurance intermediary $’000 Other $’000 2015 Total $’000 Insurance intermediary $’000 Other $’000 2014 Total $’000 EBITA – consolidated entities 77,028 1,380 78,408 39,618 652 40,270 Share of EBITA from associates and joint venture (Note 12, 13) EBITA from core operations – pre-corporate expenses Corporate expenses EBITA from core operations – post-corporate expenses Finance costs (net of interest received on surplus cash held) Amortisation expense Profit before income tax from core operations before non-trading items Income tax expense on profit before non-trading items Profit after income tax before non-trading items Non-trading items: Income Expenses Income tax expense on non-trading income and expenses Non-trading income tax (expense)/benefit Net profit after income tax for the year Non-controlling interests Net profit after income tax attributable to owners of Steadfast Group Limited Other comprehensive income attributable to owners of Steadfast Group Limited Total comprehensive income after income tax attributable to owners of Steadfast Group Limited 20,048 309 20,357 22,414 642 23,056 97,076 (8,396) 1,689 – 98,765 (8,396) 62,032 (8,130) 1,294 – 63,326 (8,130) 88,680 1,689 90,369 53,902 1,294 55,196 (i) (ii) (5,321) (16,006) (12) (524) (5,333) (16,530) (1,130) (9,814) – (1,130) (344) (10,158) 67,353 1,153 68,506 42,958 950 43,908 (iii) (19,916) (595) (20,511) (13,892) (576) (14,468) 47,437 558 47,995 29,066 374 29,440 (iv) (v) 3,186 (3,302) (459) 585 47,447 (5,901) – – – – 558 – 3,186 (3,302) (459) 585 48,005 (5,901) 4,732 (9,298) – 2,568 27,068 (2,299) – – – – 374 (56) 4,732 (9,298) – 2,568 27,442 (2,355) 41,546 558 42,104 24,769 318 25,087 (1,047) – (1,047) 653 – 653 40,499 558 41,057 25,422 318 25,740 60 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 4. OPERATING SEGMENTS continued Table notes (i) Breakdown of finance costs net of interest received on surplus cash held are as below. Insurance intermediary $’000 Other $’000 2015 Total $’000 Insurance intermediary $’000 Finance costs – consolidated entities* (4,417) – (4,417) (72) Finance costs – associates and joint venture (Note 12, 13) (904) (5,321) (12) (12) (916) (5,333) (1,058) (1,130) * 2014: net of interest received on surplus cash held at IPO (ii) Breakdown of amortisation expenses are as below. Other $’000 – – – 2014 Total $’000 (72) (1,058) (1,130) Amortisation expense – consolidated entities (12,429) (452) (12,881) (6,958) (278) (7,236) Amortisation expense – associates and joint venture (Note 12, 13) (3,577) (16,006) (72) (524) (3,649) (16,530) (2,856) (9,814) (66) (344) (2,922) (10,158) (iii) Breakdown of income tax expense on profit before non-trading items are as below. Income tax expense – consolidated entities (14,625) (525) (15,150) (8,312) (415) (8,727) (5,291) (19,916) (70) (595) (5,361) (5,580) (20,511) (13,892) (161) (576) (5,741) (14,468) Income tax expense – associates and joint venture (Note 12, 13) (iv) Breakdown of non-trading income are as below. Net profit on change in value of investments Executive loans fair value adjustment on part repayment of loan Deemed interest revenue on interest free Executive loans Net gain on settlement or reassessment of deferred consideration liability 565 971 711 939 3,186 (v) Breakdown of non-trading expenses are as below. Stamp duty, due diligence and restructure costs (3,302) Share-based payments and write down of Executive loans – (3,302) – – – – – – – – 565 971 711 939 3,186 3,996 – 736 – 4,732 (3,302) (3,283) – (3,302) (6,015) (9,298) – – – – – – – – 3,996 – 736 – 4,732 (3,283) (6,015) (9,298) 61 Steadfast Group Annual Report 2015 NOTE 5. EARNINGS PER SHARE A. REPORTING PERIOD VALUE Basic earnings per share Diluted earnings per share B. RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE Profit after income tax Non-controlling interests Profit after income tax attributable to the owners of Steadfast Group Limited for calculation of basic and diluted earnings per share C. RECONCILIATION OF WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATING EARNINGS PER SHARE I. Weighted average number of ordinary shares issued(c) Weighted average number of ordinary shares issued Weighted average number of treasury shares held in trust Weighted average number of ordinary shares used in calculating basic earnings per share II. Weighted average number of dilutive potential ordinary shares related to(c) Weighted average number of ordinary shares Effect of share-based payments arrangements(a) Effect of deemed bonus shares on share options(b) 2015 cents 2014 cents 7.26 7.24 2015 $’000 5.25 5.24 2014 $’000 48,005 (5,901) 27,442 (2,355) 42,104 25,087 2015 Number in ‘000 2014 Number in ‘000 581,306 478,224 (1,460) (622) 579,846 477,602 579,846 477,602 522 967 411 1,114 Weighted average number of ordinary shares used in calculating diluted earnings per share 581,335 479,127 The weighted average number of ordinary shares or dilutive potential ordinary shares is calculated by taking into account the period from the issue date of the shares to the reporting date unless otherwise stated as below. (a) Steadfast operates share-based payments arrangements (being an employee conditional rights scheme, a short term incentive plan and a long term incentive plan) where eligible employees could receive conditional rights instead of cash. One conditional right will convert to one ordinary share subject to vesting conditions being met. These share-based payments arrangements are granted to employees free of costs and no consideration will be paid on conversion to Steadfast’s ordinary shares. These arrangements have a dilutive effect to the basic earnings per share (EPS) in the current reporting period. (b) 3.000 million share options were issued to a key management personnel of an acquired business with an exercise price of $1.00 per share. Because the average share price exceeds the exercise price, 0.967 million shares are deemed to be bonus shares. (c) A bonus factor was applied to the weighted average number of ordinary shares used in calculating both the basic and diluted EPS to restate EPS for the rights issue completed in March 2015. 62 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 6. DIVIDENDS A. DIVIDENDS ON ORDINARY SHARES 2015 2015 interim dividend 2014 final dividend 2014 Cents per share 2.0 2.7 Total amount $’000 10,067 13,544 Payment date 14 April 2015 8 October 2014 Tax rate for franking credit Percentage franked 30% 30% 100% 100% 2014 interim dividend 1.8 9,017 14 April 2014 30% 100% It is standard practice that the Board declares the dividend for a period after the relevant reporting date. A dividend is not accrued for until it is declared and so the dividends for a period are generally recognised and measured in the financial reporting period following the period to which the dividends relate. The dividends recognised in the current reporting period include $0.063 million (2014: $0.013 million) paid in relation to treasury shares held in a trust controlled by the Group. All the treasury shares participate in the Dividend Reinvestment Plan. B. DIVIDEND POLICY The Company targets a dividend payout ratio in the range of 65% to 85% of net profit after tax attributable to shareholders of the Company with a minimum dividend payout ratio of 50% of net profit after tax and before amortisation expense. C. DIVIDEND REINVESTMENT The Company operates a Dividend Reinvestment Plan (DRP) that allows equity holders to elect to receive their dividend entitlement in the form of the Company’s ordinary shares. The price of DRP shares is the average share market price, less a discount if any (determined by the Directors) calculated over the pricing period (which is at least five trading days) as determined by the Directors for each dividend payment date and in accordance with the published terms of the DRP. D. DIVIDEND NOT RECOGNISED AT REPORTING DATE On 26 August 2015, the Board resolved to pay the following dividend. As this occurred after the reporting date, the dividends declared have not been recognised in this financial report. 2015 Cents per share Total amount $’000 Payment date Tax rate for franking credit Percentage franked 2015 final dividend 3.0 22,302 14 Oct 2015 30% 100% The Company’s DRP will operate by issuing ordinary shares to participants by issuing new shares with an issue price per share of the average market price as defined by the DRP terms with 2.5% discount applied and a record date of 15 September 2015. The last election notice for participation in the DRP in relation to this final dividend is 16 September 2015. 63 Steadfast Group Annual Report 2015 NOTE 6. DIVIDENDS continued E. FRANKING CREDITS Franking account balance at reporting date at 30% Franking credits/(debits) to arise from payment/(refund) of income tax payable Franking credits available for future reporting periods Franking account impact of dividends declared before issuance of financial report but not recognised at reporting date Franking credits available for subsequent financial periods based on a tax rate of 30% 2015 $’000 31,795 (2,614) 29,181 (9,558) 19,623 2014 $’000 8,248 1,588 9,836 (5,805) 4,031 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: • franking credits/(debits) that will arise from the payment/(refund) of the amount of the provision for income tax relating to the parent entity at the reporting date; • franking debits that will arise from the payment of dividends not recognised as a liability at the reporting date; and • franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date. NOTE 7. INTANGIBLE ASSETS AND GOODWILL Customer relationships $’000 Capitalised software $’000 Other intangible assets $’000 Total intangible assets $’000 Goodwill $’000 4,095 200,696 669,321 (631) (19,744) – 3,464 180,952 669,321 – 18 76,606 289,162 1,299 – 4,077 117,315 384,373 (1,802) (4,214) – – 415 (631) (12,881) – – 3,464 180,952 669,321 2015 A. COMPOSITION At cost Accumulated amortisation B. MOVEMENTS Balance at the beginning of the financial year* Additions Additions through business combinations Reduction in intangibles upon loss of control Amortisation expense transferred to other reserve on hubbing Amortisation expense Balance at the end of the financial year 194,440 (18,698) 175,742 75,964 – 113,238 (1,802) 415 (12,073) 175,742 2,161 (415) 1,746 642 1,281 – – – (177) 1,746 64 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 7. INTANGIBLE ASSETS AND GOODWILL continued Customer relationships $’000 Capitalised software $’000 Other intangible assets $’000 Total intangible assets $’000 Goodwill $’000 2014 C. COMPOSITION At cost* Accumulated amortisation* D. MOVEMENTS Balance at the beginning of the financial year Changes in cash consideration Additions Additions through business combinations* Reduction in intangibles upon loss of control Amortisation expense Balance at the end of the financial year 83,004 (7,040) 75,964 7,918 – – 79,291 (4,063) (7,182) 75,964 880 (238) 642 5 – 241 450 – (54) 642 – – – – – – – – – – 83,884 289,162 (7,278) – 76,606 289,162 7,923 28,131 – 241 (601) – 79,741 281,980 (4,063) (7,236) (20,348) – 76,606 289,162 E. AMORTISATION RATES 10.0% 20.0–100.0% 33.3% * The comparative information has been revised to recognise measurement period adjustments to the provisional amounts recognised on prior period’s business combinations. F. IMPAIRMENT TESTING OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL The Group performs impairment testing for all goodwill on an annual basis and for any identifiable intangibles which have impairment indicators. There was no impairment provision for the year ended 30 June 2015 (2014: no impairment provision). In performing impairment testing, each subsidiary acquired or portfolio of businesses acquired is considered a separate cash generating unit (CGU) or grouped into one CGU where operations are linked. To conduct impairment testing, the Group compares the carrying value with the recoverable amount of each asset. The recoverable amount is the higher of: • value in use – a discounted cash flow model, based on a five year projection on the approved budget of the tested CGUs with a terminal value; and • fair value – based on the Group’s estimates of sustainable earnings before interest expense, tax and amortisation (EBITA) for each CGU multiplied by an earnings multiple appropriate for similar businesses less costs to sell. The following table sets out the key assumptions for the value in use model. Post tax discount rates(a) Pre tax discount rates Revenue growth rate(b) – one year to five years extrapolation Long term revenue growth rate(c) 2015 % 2014 % 10.0% or 11.7% 10.6% or 12.4% 12.6% or 15.2% 13.3% or 16.0% 4.0% per annum 4.0% per annum 4.0% per annum 4.0% per annum (a) Post tax discount rates reflect the Group’s weighted average cost of capital (WACC), adjusted for additional risks specific to each CGU. The WACC takes into account market risks, size of the business, current borrowing interest rates, borrowing capacity of the businesses and the risk free rate. External advice has been sought in relation to the determination of appropriate discount rates to be used. (b) The Group has estimated a revenue growth of 4.0% per annum for the financial years between 2016 and 2020 based on short term industry forecasts and current performance. (c) The Group considers that a long term revenue growth rate of 4.0% is appropriate, based on the current market conditions and historical Gross Written Premium (GWP) trends. No reasonable possible change in assumptions would result in the recoverable amount of a CGU being materially less than the carrying value. 65 Steadfast Group Annual Report 2015 NOTE 8. BORROWINGS A. BANK LOANS Current Non-current B. BANK FACILITIES AVAILABLE I. Bank facilities drawn down Bank loans Lines of credit (bank overdrafts) II. Undrawn bank facilities Bank loans Lines of credit III. Total bank facilities available Bank loans Lines of credit 2015 $’000 2014 $’000 453 160,910 161,363 862 19,528 20,390 161,363 20,390 632 654 161,995 21,044 32,891 63,610 368 346 33,259 63,956 194,254 1,000 195,254 84,000 1,000 85,000 The outstanding borrowings as at 30 June 2015 represent bank loans drawn: • $147.109 million (out of the $180.000 million facility) by the Company principally to fund acquisition of subsidiaries (2014: $12.524 million); and • by certain subsidiaries of the Group to support their operations. C. BANK FACILITY DETAILS At 30 June 2015, the Company had a $180.000 million revolving line of credit facility (30 June 2014: $85.000 million) with Macquarie Bank Limited (Macquarie Bank). D. KEY TERMS AND CONDITIONS OF BANKING FACILITIES As at 30 June 2015, $161.995 million of debt (including bank overdrafts) had been drawn down by the Group. The key terms and conditions of the revolving line of credit facility with Macquarie Bank for Steadfast as at 30 June 2015 were as follows. • The undrawn facility is calculated with reference to the borrowings of the Company, leaving an $32.891 million undrawn facility at balance date. • Variable interest rate, based on a margin above BBSW, payable monthly. • The Company and certain of its subsidiaries (the Guarantors) had granted a guarantee and indemnity in favour of Macquarie Bank in respect of the Company’s obligation under the Macquarie Bank’s revolving line of credit facility. • The Company and the Guarantors had granted various securities to secure the Macquarie Bank facility including: – security interests over all of their present and after-acquired assets and undertakings in favour of Macquarie Bank including shares in subsidiaries and associates; – mortgages over Levels 1, 3 and 5, 97–99 Bathurst Street, Sydney NSW 2000, in favour of Macquarie Bank; and – mortgages over any money or negotiable instrument received in payment of any claim on, or on cancellation of, any insurance policy in respect of the above property in favour of Macquarie Bank. The Macquarie Bank’s revolving line of credit facility contains a number of representations, warranties and undertakings (including financial covenants and reporting obligations) from the Company and the Guarantors that are customary for a facility of this nature, including covenants ensuring that the Company maintains a Company debt to EBITDA ratio below agreed levels and a Company debt service cover ratio above agreed levels. There were no breaches of covenants or default during the year. 66 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 8. BORROWINGS continued E. RE-FINANCING OF BANK FACILITIES AFTER THE REPORTING PERIOD Since balance date the Company has entered into a multi-bank syndicated facility with Macquarie Bank and ANZ Banking Group of $285.000 million to replace the $180.000 million facility with Macquarie Bank. The $180.000 million facility was fully repaid on 13 August 2015. The new multi-bank syndicated facility includes the following key terms: • $285.000 million facility consisting of a three year tranche of $235.000 million and a five year tranche of $50.000 million; • The three year tranche has the potential for 2 one year extensions by agreement of all parties at the end of the first and second year of the facility; • Variable interest rate based on BBSY plus a margin; • The facility is guaranteed by certain wholly owned subsidiaries and is secured; • Other terms and conditions are consistent with a facility of this size and nature and the circumstances of Steadfast. F. BORROWING BY ASSOCIATES As at 30 June 2015, the associates had a total of $38.424 million of bank borrowings (including bank overdrafts and loans). NOTE 9. NOTES TO THE STATEMENT OF CHANGES IN EQUITY AND RESERVES 2015 Number of shares in ’000 2014 Number of shares in ’000 2015 2014 $’000 $’000 A. SHARE CAPITAL Reconciliation of movements Issued ordinary shares, fully paid at the beginning of the financial year (a) Conversion to preferred capital shares Shares issued on the ASX (b) Less: Transaction costs on issue of ordinary shares, net of income tax Shares issued for the Dividend Reinvestment Plan 501,638 – 1 (1) 488,187 – 317 – 238,097 500,971 300,002 498,944 – 3,679 – 667 (5,801) (12,077) 5,558 1,003 Issued ordinary shares, fully paid at the end of the financial year 743,414 501,638 787,946 488,187 (a) Ordinary shares in the Company have no par value and entitle the holder to participate in dividends as declared from time to time. All ordinary shares rank equally with regard to the Company’s residual assets. (b) The following ordinary shares were issued as a result of the capital raise: – on 26 February 2015, 146.035 million ordinary shares were issued being placement to institutional investors and the institutional Accelerated Non-Renounceable Pro-rata Entitlement Offer (ANREO); and – on 11 March 2015, 92.062 million ordinary shares were issued being the retail ANREO. B. TREASURY SHARES HELD IN TRUST Reconciliation of movements Balance at the beginning of the financial year Shares allocated to employees Shares acquired Shares allotted through the Dividend Reinvestment Plan Balance at the end of the financial year 2015 Number of shares in ’000 2014 Number of shares in ’000 2015 2014 $’000 $’000 754 (737) 1,977 42 2,036 – – 745 9 754 1,070 (1,046) 2,931 63 3,018 – – 1,057 13 1,070 Treasury shares are ordinary shares of Steadfast bought on market by the trustee (a wholly owned subsidiary of the Group) of an employee share plan for meeting future obligations under that plan when conditional rights vest and shares are allocated to participants. 67 Steadfast Group Annual Report 2015 NOTE 9. NOTES TO THE STATEMENT OF CHANGES IN EQUITY AND RESERVES continued C. CAPITAL RISK MANAGEMENT The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can continue its listing on the ASX, provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to minimise the cost of capital, within the risk appetite approved by the Directors. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, take on borrowings or sell assets to reduce debt. The Group monitors capital on the basis of corporate gearing ratio, which is calculated as borrowings attributable to the Company (corporate borrowings) divided by total equity and corporate borrowings. During FY15, the Company’s target corporate gearing ratio was raised from 20% to 25%. The gearing ratio at reporting date is as follows. Corporate borrowings Total equity Total equity and corporate borrowings Corporate gearing ratio D. NATURE AND PURPOSE OF RESERVES 2015 $’000 2014 $’000 147,109 841,565 988,674 14.9% 12,524 525,038 537,562 2.3% I. Foreign currency translation reserve The foreign currency translation reserve records the foreign currency differences from the translation of the financial information of foreign operations that have a functional currency other than Australian dollars. II. Share-based payments reserve The share-based payments reserve is used to recognise the fair value at grant date of equity settled share-based remuneration provided to employees and a key management personnel of a subsidiary and the discount on Executive Shares. III. Other reserves The other reserves are used to recognise other movements in equity including the fair value of put options issued to a shareholder of a subsidiary over that subsidiary’s shares and the net effect on disposal of partial equity ownership in subsidiaries without loss of control. IV. Undistributed profits reserve The undistributed profits reserve consists of the current financial period’s net profit attributable to owners of the Group and any retained amount carried forward from prior periods transferred from retained earnings. This reserve may be used to pay dividends declared by the Directors. 68 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 10. BUSINESS COMBINATIONS A. ACQUISITIONS FOR THE YEAR ENDED 30 JUNE 2015 In accordance with the Group’s strategy, the Group completed a number of acquisitions during the year. Acquisition of subsidiaries The following disclosures provide the provisional financial impact to the Group at the acquisition date. Only the top five acquisitions by consideration are disclosed separately. The other acquisitions are not individually material and are disclosed in aggregate. The top five are as follows: • CHU Underwriting Agencies Pty Ltd (CHU), an underwriting agency for the residential and commercial strata market. The Group acquired 100% of the share capital in CHU on 1 April 2015; • Underwriting Agencies of Australia Pty Ltd (UAA), an underwriting agency servicing the mobile plant and equipment sector. The Group acquired 100% of the share capital in UAA on 1 April 2015; • Eight underwriting agencies from Calliden Group Ltd (Calliden Group), an ASX listed general insurance company headquartered in New South Wales. The acquisition occurred on 23 December 2014 and was achieved by a scheme of arrangement under which the Group acquired 100% of the share capital in Calliden Group (including an insurer and several agencies) and then immediately on sold the general insurance operations and two underwriting agencies to Munich Holdings of Australasia, a subsidiary of Munich Re. • IC Frith Group (IC Frith), consisting of ICF (Australia) Pty Ltd and its controlled entities excluding the warranty business, and IC Frith (NZ) Limited and its controlled entities excluding the New Zealand based insurer. IC Frith is an insurance broker headquartered in New South Wales. The Group acquired 100% of the share capital in ICF (Australia) Pty Ltd and 90% of the share capital in IC Frith (NZ) Limited on 2 April 2015. • Ausure Group (Ausure), consisting of Ausure Group Pty Ltd and its controlled entities. Ausure is an authorised representative network of insurance professionals in 150 locations across Australia. The Group acquired 73.82% of the share capital in Ausure Group Pty Ltd on 1 August 2014. a. Consideration paid/payable 2015 Cash (a) Deemed consideration (b) Deferred consideration (c) Scrip for scrip (d) Total CHU $’000 UAA $’000 Calliden Group $’000 IC Frith $’000 Ausure $’000 Other acquisitions $’000 Total $’000 155,200 119,200 46,962 22,146 13,265 42,084 398,857 – 241 – – 27,304 – – – – – – 7,122 11,576 – – 155,441 146,504 46,962 29,268 24,841 5,370 6,141 15,614 69,209 5,370 52,384 15,614 472,225 (a) Amounts shown as consideration for Calliden Group are net of proceeds from the immediate on-sale of certain assets to Munich Holdings of Australasia. The net consideration consists of gross consideration of $94.074 million less proceeds from Munich Holdings of Australasia of $47.112 million. The identifiable assets and liabilities acquired shown in Note 10.A.b. are the details relevant to the interests retained by the Group. (b) This amount represented the acquisition date fair value of the original investment in Webmere Pty Ltd (Webmere) and Finn Foster & Associates Pty Ltd (Finn Foster) when the Group increased its shareholding and gained control of these entities. (c) Pursuant to the Share Purchase Agreements, some of the consideration will be settled based on future years’ actual financial performance and thus was recognised as deferred consideration by the Group. The deferred consideration is estimated based on a multiple of forecast revenue and/or earnings. Any variations at the time of settlement will be recognised as an expense or income in the statement of profit or loss and other comprehensive income. The deferred consideration shown above represents: – $25.860 million of the deferred consideration is subject to a maximum upwards or downwards adjustment of 20% of the upfront cash payment of $290.000 million. The final deferred consideration will therefore fall within the range of $58.000 million refund to $58.000 million additional payment; – $22.151 million of deferred consideration for which the maximum amount of payment is unlimited; and – $4.373 million of deferred consideration which is fixed. (d) Some hubbing arrangements were partially completed using the hubbing entity’s scrip (refer Note 21C). 69 Steadfast Group Annual Report 2015 NOTE 10. BUSINESS COMBINATIONS continued b. Identifiable assets and liabilities acquired 2015 Cash and cash equivalents Trade and other receivables* Property, plant and equipment Deferred tax assets Identifiable intangibles Other assets CHU $’000 5,738 8,627 301 1,771 UAA $’000 6,869 28,728 115 172 36,828 33,531 248 197 Calliden Group $’000 12,300 31,968 5,410 975 17,645 2,881 IC Frith $’000 6,103 6,265 657 306 5,996 140 Ausure $’000 30,464 1,783 344 336 5,985 2,031 Other acquisitions $’000 28,965 13,091 812 721 Total $’000 90,439 90,462 7,639 4,281 17,330 117,315 465 5,962 Trade and other payables (7,486) (28,067) (46,606) (6,353) (30,108) (35,333) (153,953) Income tax payable Provisions – (973) – (481) (213) (844) (175) (955) Deferred tax liabilities (11,049) (10,280) (5,608) (2,058) Other liabilities (4,138) (44) (15,524) Total net identifiable assets/(liabilities) 29,867 30,740 2,384 – 9,926 (1,478) (410) (2,073) (1,217) 5,657 (800) (2,454) (3,562) (7,107) (2,666) (6,117) (34,630) (28,030) 12,128 90,702 * The trade receivables comprise contractual amounts and are expected to be fully recoverable. c. Goodwill on acquisition 2015 CHU $’000 UAA $’000 Calliden Group $’000 IC Frith $’000 Ausure $’000 Other acquisitions $’000 Total $’000 Total consideration paid/payable 155,441 146,504 46,962 29,268 24,841 69,209 472,225 Total net identifiable (assets)/liabilities acquired (29,867) (30,740) (2,384) (9,926) (5,657) (12,128) (90,702) Non-controlling interests acquired – – – 577 Goodwill on acquisition* 125,574 115,764 44,578 19,919 1,417 20,601 856 2,850 57,937 384,373 * The majority of goodwill relates to benefits from the combination of synergies as well as the acquired subsidiaries’ ability to generate future profits. None of the goodwill recognised is expected to be deductible for tax purposes. d. Financial performance of acquired subsidiaries The contribution for the period since acquisition by the acquired subsidiaries to the financial performance of the Group is outlined in the table below. 2015 Revenue EBITA Profit after income tax CHU $’000 11,012 5,946 3,507 UAA $’000 7,434 5,494 3,250 Calliden Group $’000 12,293 6,404 2,831 IC Frith $’000 5,387 1,871 1,273 Ausure $’000 Other acquisitions $’000 8,761 4,328 2,276 18,503 6,818 4,033 Total $’000 63,390 30,861 17,170 If the acquisitions of subsidiaries occurred on 1 July 2014, the Group’s total revenue and profit after income tax attributable to the owners of the Group for the year ended 30 June 2015 would have been $362.699 million and $59.727 million respectively. 70 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 10. BUSINESS COMBINATIONS continued e. Acquisition-related costs The Group incurred acquisition-related costs, being external accounting, stamp duty, consultancy and legal fees for business interests acquired during the year ended 30 June 2015. Acquisition costs incurred for the Calliden Group was $1.190 million and for CHU and UAA was $1.740 million. Acquisition costs for all other acquisitions was $0.372 million. The acquisition-related costs totalling $3.302 million have been included in stamp duty, due diligence and restructure costs in the Group’s consolidated statement of profit or loss and other comprehensive income. B. ACQUISITIONS FOR THE YEAR ENDED 30 JUNE 2014 I. Acquisitions on 7 August 2013 On 7 August 2013, the Group acquired equity interests in a total of 59 insurance broking businesses (Steadfast Equity Brokers), three underwriting agencies, and two complementary services businesses. All of the acquired businesses had existing management teams who continue to be primarily responsible for ongoing day-to-day management of each individual business. For the 12 businesses in which the Group acquired 100% ownership, the Group either contracted with existing management to continue to operate the business or had an intention to merge the business with another Steadfast Equity Broker, consistent with the Group’s hubbing strategy. The acquisitions of equity interests ranged from 25% to 100% and the consideration paid for individual investments ranged from $0.646 million to $78.200 million. For all those investees classified as subsidiaries, the Group had over 50% of the voting rights or less than 50% but with power to have control. II. Other acquisitions during the year ended 30 June 2014 In addition to the major acquisitions completed on 7 August 2013, the Group also made the following acquisitions: • On 13 December 2013, the Group acquired 60% of the share capital of Protecsure Pty Limited, a non-aligned underwriting agency; • On 3 April 2014, the Group acquired 70% of the share capital of NM Insurance Pty Limited (Nautilus Marine), a Steadfast strategic partner. Nautilus Marine is a leading underwriting agency operating across Australia and New Zealand that specialises in marine and motorcycle insurance; • On 5 May 2014, the Group acquired an interest in the MECON Winsure Insurance Group, being 76% of the MECON business and 100% of the Winsure business. MECON Winsure is an underwriting agency that specialises in providing insurance to the building and construction industry across Australia. They offer tailored end to end insurance solutions exclusively through broking partners. • On 18 June 2014, the Group acquired IMC Trade Credit Solutions Pty Ltd (IMC) through the Group’s subsidiary, National Credit Insurance (Brokers) Pty Ltd. IMC is a specialised trade credit insurance brokerage. III. Acquisition of subsidiaries The following disclosures provide the financial impact to the Group at the acquisition date, 7 August 2013 (for 64 businesses) and other acquisitions completed as listed in section B.II above, subject to any adjustments on settlement of deferred consideration. For some of the businesses, the disclosures include the impact of the broking business and operations being transferred into a business hub. Any such adjustments are made by expense or credit in the statement of comprehensive income. Only the top five acquisitions by consideration are disclosed separately. The other acquisitions are disclosed in aggregate. The top five acquisitions were as follows: • RIB Group Holdings Pty Ltd and its controlled entities (RIB Group), an insurance broker based in Queensland; • National Credit Insurance (Brokers) Pty Ltd and its controlled entities (NCIB), an insurance broker based in South Australia; • Brecknock Insurance Brokers Pty Ltd (Brecknock), an insurance broker based in South Australia; • GWS Pty Ltd (GWS), an insurance broker based in Victoria; and • Mega Capital Holdings Pty Ltd and its controlled entities (Mega Capital), an insurance broker based in Victoria. 71 Steadfast Group Annual Report 2015 NOTE 10. BUSINESS COMBINATIONS continued a. Consideration paid/payable 2014 Cash Consideration shares(a) Deemed consideration(b) Deferred consideration(c) Scrip for scrip(d) Total RIB Group $’000 NCIB $’000 Brecknock $’000 41,400 36,800 – – – 29,667 17,473 – – – – 852 – – – 78,200 29,667 18,325 GWS $’000 8,611 3,364 – – 6,018 17,993 Mega Capital $’000 Other acquisitions $’000 16,244 575 – – – 78,558 34,669 6,112 10,441 14,658 Total $’000 191,953 76,260 6,112 10,441 20,676 16,819 144,438 305,442 (a) The consideration shares were valued at $1.15 per share at settlement based on the initial public offer price when the Company listed on the ASX. (b) This amount represented the original investment in Miramar Underwriting Agency Pty Ltd (Miramar) when the Group increased its shareholding in Miramar from 50% to 100%. (c) Pursuant to the Share and Unit Purchase Agreements, some of the consideration will be settled based on the actual financial performance for the financial year ending 30 June 2014 and thus was recognised as deferred consideration by the Group. The deferred consideration is estimated based on the assumption that the acquirees will meet the forecast revenue and/or earnings target. Any variation at time of settlement will be recognised as an expense or credit in the statement of comprehensive income. (d) Some hubbing arrangements were partially completed on a scrip for scrip basis. b. Identifiable assets and liabilities acquired 2014 RIB Group $’000 NCIB $’000 Brecknock $’000 Cash and cash equivalents Trade and other receivables(a) Property, plant and equipment Deferred tax assets Identifiable intangibles Other assets 12,819 9,020 258 79 19,862 – 13,719 17,208 1,734 510 9,567 184 5,824 11,763 578 79 4,301 980 GWS $’000 2,719 3,903 243 88 5,451 20 Mega Capital $’000 Other acquisitions $’000 5,336 3,773 117 71 4,036 101 55,146 47,742 3,991 1,181 36,524 306 Total $’000 95,563 93,409 6,921 2,008 79,741 1,591 Trade and other payables (20,918) (25,698) (15,888) (7,093) (8,342) (86,979) (164,918) Income tax payable Provisions Deferred tax liabilities Other liabilities Total net identifiable assets/(liabilities)(b) (494) (358) (6,419) (7,507) 6,342 (54) (2,063) (4,807) (13,113) (2,813) (90) (221) (1,951) (972) 4,403 (343) (419) (1,770) (1,545) 1,254 25 (217) (1,970) (6,018) (2,926) (9,296) (1,266) (12,901) (29,114) (56) (18,728) (41,921) 3,578 18,294 31,058 (a) The trade receivables comprise contractual amounts and are expected to be fully recoverable. (b) The comparative information has been revised to recognise measurement period adjustments to the provisional amounts recognised on prior period business combinations. 72 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 10. BUSINESS COMBINATIONS continued c. Goodwill on acquisition 2014 RIB Group $’000 NCIB $’000 Brecknock $’000 GWS $’000 Mega Capital $’000 Other acquisitions $’000 Total $’000 Total consideration paid/payable 78,200 29,667 18,325 17,993 16,819 144,438 305,442 Total net identifiable (assets)/liabilities acquired Non-controlling interests acquired Goodwill on acquisition* (6,342) 2,813 (4,403) (1,254) (3,578) (18,294) (31,058) 1,268 73,126 – 32,480 1,211 15,133 1,801 18,540 715 2,601 7,596 13,956 128,745 281,980 * The majority of goodwill relates to benefits from the combination of synergies as well as the acquired subsidiaries’ ability to generate future profits. None of the goodwill recognised is expected to be deductible for tax purposes. d. Financial performance of acquired subsidiaries The contribution by the acquired subsidiaries to the financial performance of the Group from the acquisition date to 30 June 2014 is outlined in the table below. 2014 Revenue EBITA Profit after income tax RIB Group $’000 NCIB $’000 Brecknock $’000 15,327 25,653 7,218 3,911 3,326 1,988 7,214 1,918 1,168 GWS $’000 6,358 2,638 1,702 Mega Capital $’000 Other acquisitions $’000 9,698 2,379 1,638 59,060 12,590 8,352 Total $’000 123,310 30,069 18,759 If the acquisitions of subsidiaries occurred on 1 July 2013, the Group’s total revenue and profit after income tax attributable to the owners of the Group (without taking into account the cost of funding the acquisitions) for the year ended 30 June 2014 would have been $245.325 million and $43.395 million respectively. e. Acquisition-related costs The Group incurred acquisition-related costs, being external legal fees and due diligence costs for business interests acquired during the year ended 30 June 2014. The amounts incurred could not be separately identified by individual acquisition as there were concurrent acquisition activities for all businesses acquired throughout the year. The legal fees and due diligence costs have been included in stamp duty, due diligence and restructure costs in the Group’s consolidated statement of comprehensive income. IV. Investments in associates The table below provides aggregated information on the 41 businesses which are treated as investments in associates. The consideration paid/payable ranged from $0.646 million to $11.948 million. The Group increased its equity interest in Rothbury Group Ltd from 17.9% to 30.1% on 7 August 2013. Total assets and total liabilities are the aggregated balance of all the acquired associates as a whole and not just the Group’s share. These balances are based on the acquired associates’ financial position at acquisition date. The financial information for any entity with overseas operations is translated using the exchange rate at the relevant reporting year end date. 73 Steadfast Group Annual Report 2015 NOTE 10. BUSINESS COMBINATIONS continued a. Consideration and financial position of acquired associates 2014 Total consideration Total assets Total liabilities Total $’000 139,251 393,435 295,267 b. Financial performance of acquired associates The financial performance of the acquired associates in the table below is based on the percentage holding in the equity interests of each acquired associate for the financial period since acquisition. 2014 Revenue EBITA Profit after income tax NOTE 11. SUBSIDIARIES Total $’000 61,776 16,298 9,269 The consolidated financial statements incorporate the assets, liabilities and results of the following key subsidiaries. Name A. PARENT ENTITY Steadfast Group Limited B. SUBSIDIARIES – OPERATING ENTITIES I. Insurance broking businesses Steadfast Insurance Brokers Pty Ltd Ausure Group Pty Ltd and its related entities Body Corporate Brokers Pty Ltd Brecknock Insurance Brokers Pty Ltd Capital Insurance (Broking) Group Pty Ltd and Capital Insurance Broking Group Unit Trust Centrewest WTF Pty Ltd Commercial Industrial Insurance Consultants Pty Ltd Corporate Insurance Brokers Ballina (NSW) Pty Ltd and Corporate Insurance Brokers Pty Ltd Cyclecover Pty Ltd (formerly Australian Underwriting Group Pty Ltd) Finn Foster & Associates Pty Ltd Gallivan, Magee & Associates Pty Ltd Garaty Murnane Insurance Brokers Pty Ltd GWS Pty Ltd and its related entities ICF (Australia) Pty Ltd IC Frith (NZ) Limited Insurance Broking Queensland Pty Ltd Les Wigginton Pty Ltd Logan Group Insurance Brokers Pty Ltd 74 Table note Country of incorporation Ownership interest 2015 % 2014 % Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand Australia Australia Australia (iii) (i) (vi) (ix) (i) (i) (iv) (i) 100.00 73.82 100.00 80.80 47.00 67.00 83.00 80.00 100.00 60.00 83.00 60.00 83.00 100.00 90.00 64.00 80.00 70.70 100.00 – – 72.50 47.00 67.00 – 80.00 100.00 – 80.00 – 80.00 – – – – 85.00 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 11. SUBSIDIARIES continued Name Masterman Insurance Brokers Pty Ltd and Robert Masterman Insurance Broking Unit Trust Jakomil Pty Ltd and The Milbar Unit Trust Mega Capital Holdings Pty Ltd Multi-Functional Policies Pty Ltd National Credit Insurance (Brokers) Pty Ltd (incorporating IMC Trade Credit) Newmarket Grand West Pty Ltd (formerly Grand West Pty Ltd) PID Holdings Pty Limited Professional Risk Placements Pty Ltd Queensland Insurance Brokers Pty Ltd and QIS Financial Services Pty Ltd RIB Group Holdings Pty Limited and its subsidiaries (RIB Group) RSM Financial Services Pty Ltd Saunders Higgins Insurance Brokers Pty Ltd Sawtell & Salisbury Pty Ltd and Sawtell & Salisbury Unit Trust Steadfast IRS Pty Limited Steadfast NZ Limited (formerly Allied Insurance Group Limited) Steadfast Re Pty Ltd Steadfast Taswide Insurance Brokers Pty Ltd V.F.P. Insurance Brokers Pty Limited Waveline Investments Pty Ltd Webmere Pty Ltd II. Underwriting agency businesses Steadfast Underwriting Agencies Holdings Pty Ltd Steadfast Underwriting Agencies Holdings Services Pty Ltd Associated Marine Underwriting Agency Pty Limited CAIP Services Pty Ltd Calliden Group Pty Ltd and its subsidiaries CHU Underwriting Agencies Pty Ltd Grange Underwriting Pty Ltd Hostsure Underwriting Agency Pty Ltd Miramar Underwriting Agency Pty Limited NM Insurance Pty Ltd Procover Underwriting Agency Pty Ltd Protecsure Pty Limited Sports Underwriting Australia Pty Ltd Steadfast Placement Solutions Pty Ltd Underwriting Agencies of Australia Pty Ltd Winsure Underwriting Pty Limited WM Amalgamated Pty Ltd Table note Country of incorporation Ownership interest 2015 % 2014 % (i) (ii) (i) (i) (v) (i) (i) (i) (i) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 83.00 67.00 80.00 80.80 86.95 100.00 100.00 100.00 80.00 80.00 100.00 70.70 64.00 100.00 100.00 50.00 70.70 80.80 67.00 64.00 100.00 100.00 100.00 70.00 100.00 100.00 64.00 100.00 100.00 70.00 100.00 90.00 80.00 100.00 100.00 100.00 86.00 80.00 67.00 80.00 – 100.00 100.00 100.00 100.00 80.00 80.00 100.00 87.52 100.00 80.00 – – 87.52 – 67.00 – 100.00 – – – – – – 100.00 100.00 70.00 100.00 60.00 80.00 100.00 – 100.00 76.00 75 Steadfast Group Annual Report 2015 NOTE 11. SUBSIDIARIES continued Name III. Complementary businesses Actionquote Holdings Pty Ltd and its subsidiaries Steadfast Convention Pty Ltd Steadfast Foundation Pty Ltd Steadfast Share Plan Nominee Pty Ltd Steadfast Technologies Pty Ltd White Outsourcing Pty Limited Table note Country of incorporation (viii) (vii) Australia Australia Australia Australia Australia Australia Ownership interest 2015 % 2014 % 100.00 100.00 100.00 100.00 100.00 100.00 – 100.00 100.00 100.00 100.00 100.00 Table notes (i) The following entities went through internal restructuring – transferring the equity interests of the broking business and its operations into a business hub headed by another entity within the Group (hubbing) during the financial year. The ownership interest in the table above represents the ownership interest post restructuring: – Queensland hub – On 13 March 2015, the Group increased its equity interest in Webmere Pty Ltd (Webmere) from 49.00% to 50.50%, which resulted in Webmere becoming a subsidiary of the Group. In April 2015, the Group sold its 100.00% equity interest in Sawtell & Salisbury to Webmere. Webmere also acquired 100.00% of the share capital in an underwriting agency, Grange Underwriting Pty Ltd. Webmere issued additional shares to the Group to fund these acquisitions, which increased the Group’s shareholding in Webmere to 76.00%. In May 2015, the Group sold 12.00% of its equity interest in Webmere. As a result of these transactions, the Group holds 64.00% equity interest in the combined operations. – Tasmania hub – On 12 September 2014, the Group sold its 85.00% equity interest in Logan Group Insurance Brokers Pty Ltd (Logan) to Steadfast Taswide Insurance Brokers Pty Ltd (Steadfast Taswide), which also acquired the remaining 15.00% of Logan from the non-controlling interest. The Group subsequently sold down its equity interest in Steadfast Taswide and retains 70.70% equity interest in this hubbed operation. – Finn Foster hub – On 23 January 2015, the Group sold its 49.00% equity interest in Garaty Murnane Insurance Brokers Pty Ltd (Garaty) to Finn Foster & Associates Pty Ltd (Finn Foster) in consideration for additional shares in Finn Foster. The Group also subscribed for additional shares in Finn Foster, which used the funds raised to acquire the remaining 51.00% of Garaty from the controlling interest. After these transactions, both Garaty and Finn Foster became subsidiaries of the Group with the Group holding 60.00% equity interest in this hubbed operation. – Adelaide hub – On 13 August 2014, the Group sold its 49.00% equity interest in Multi-Functional Policies Pty Ltd (MFP) to Brecknock Insurance Brokers Pty Ltd (Brecknock), which also acquired the remaining 51.00% of MFP from the controlling interest. On 16 September 2014, the Group acquired the share capital held by a non-controlling interest in Brecknock. As a result of these transactions, MFP became a subsidiary of the Group and the Group’s equity interest in this hubbed operation increased to 75.80%. On 27 March 2015, Brecknock acquired all the issued shares of V.F.P. Insurance Brokers Pty Ltd (VFP) for cash consideration. On the same date, the Group sold 5.00% of its equity interest in Brecknock to the vendor of VFP. On 19 June 2015, the Group acquired 10.00% of share capital held by a non-controlling interest in Brecknock. Consequently, the Group retains 80.80% in this hubbed operation. (ii) On 12 September 2014, National Credit Insurance (Brokers) Pty Ltd (NCIB) issued shares to its management under an employee share scheme. After the share issue, the Group’s equity interest in NCIB decreased from 100.00% to 86.95%. The consideration payable by NCIB management was referable to the purchase price of the company by Steadfast. (iii) The Group acquired 73.82% of equity interest in Ausure Group Pty Ltd (Ausure Group), which holds 65.00% equity interest in Ausure Financial Services Pty Ltd (Ausure Financial Services). Hence, the Group’s effective equity interest in Ausure Financial Services is 47.98%. Ausure Financial Services remains a subsidiary of the Group by reason of the Group’s controlling interest in Ausure Group, which has a controlling interest in Ausure Financial Services. 76 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 11. SUBSIDIARIES continued (iv) The Group acquired Ausure Brisbane Pty Ltd and Les Wigginton Pty Ltd through RIB Group Holdings Pty Ltd, an existing subsidiary of the Group. The 80.00% equity interest in Ausure Brisbane Pty Ltd and Les Wigginton Pty Ltd represents the Group’s effective interest in these entities. (v) Although the Group acquired only 50.00% of equity interest in Steadfast Re Pty Ltd, the Group effectively has control over Steadfast Re as the Group has the right to appoint (and has appointed) half of the directors of Steadfast Re and the Group has the ability to direct the key financial and operating activities of Steadfast Re under the terms of the sale and purchase agreement. (vi) Although the Group holds only 47.00% of equity interest in Capital Insurance (Broking) Group Pty Ltd and Capital Insurance Broking Group Unit Trust (trading as Hervey Bay Maryborough Insurance Brokers (Hervey Bay)), the Group effectively has control over Hervey Bay as the Group has the right to appoint (and has appointed) half of the directors of Hervey Bay. Therefore it is classified as a subsidiary. (vii) A trustee for Steadfast employee share plans. (viii) A trustee for Steadfast Foundation, a charitable foundation. (ix) On 2 June 2015, GWS Pty Ltd acquired 100.00% of Commercial Industrial Insurance Consultants. The 83.00% equity interest in Commercial Industrial Insurance Consultants represents the Group’s effective interest in this entity. NOTE 12. INVESTMENTS IN ASSOCIATES A. RECONCILIATION OF MOVEMENTS Balance at the beginning of the financial year Acquisition of associates Reclassification of investment in associates to investment in subsidiaries* Disposal of associates through hubbing arrangements Share of EBITA from associates Less share of: Finance costs Amortisation expense Income tax expense Share of associates’ profit after income tax Dividend received/receivable Net foreign exchange movements Balance at the end of the financial year 2015 $’000 2014 $’000 144,388 8,219 4,204 139,251 (16,927) (9,450) (5,503) 16,653 46 17,732 (686) (3,169) (4,505) 8,293 (778) (2,443) (4,372) 10,139 (11,505) (4,799) (599) 982 122,351 144,388 * The associates Garaty, Finn Foster, MFP and Webmere entered into hubbing arrangements during the year and are now classified as subsidiaries – see Note 11. 77 Steadfast Group Annual Report 2015 NOTE 12. INVESTMENTS IN ASSOCIATES continued B. DETAILS OF ASSOCIATES Interests in associates are accounted for using the equity method of accounting. Information relating to key associates is set out below. Name I. Insurance broking businesses Armbro Insurance Brokers Pty Ltd Armstrong’s Insurance Brokers Pty Ltd and Armstrong’s Insurance Brokers Unit Trust Ausure Group Pty Ltd – associates thereof Austcover Holdings Pty Ltd Blackburn (Insurance Brokers) Pty Ltd and Liability Brokers Pty Ltd Commercial Industrial Insurance Consultants Pty Ltd Consolidated Insurance Agencies Pty Ltd Covercorp Pty Ltd Edgewise Insurance Brokers Pty Ltd and The Bradstock GIS Unit Trust Empire Insurance Services Pty Ltd and McLardy McShane & Associates Pty Ltd(a) Finn Foster & Associates Pty Ltd(a) Finpac Insurance Advisors Pty Ltd Garaty Murnane Insurance Brokers Pty Ltd(a) Gardner Insurance Brokers Qld Pty Ltd Glenowar Pty Ltd IPS Insurance Brokers Pty Ltd J.D.I (YOUNG) Pty Limited Johansen Insurance Brokers Pty Ltd King Insurance Brokers Pty Ltd(a) Lanyon Partners Consolidated Pty Ltd McKillop Insurance Brokers Pty Ltd Melbourne Insurance Brokers Pty Ltd Multi-Functional Policies Pty Ltd(a) NCA Insurance Services Pty Ltd Optimus 1 Pty Ltd Paramount Insurance Brokers Pty Ltd Phoenix Insurance Brokers Pty Ltd Pollard Advisory Services Pty Ltd QUS Pty Ltd Rose Stanton Insurance Brokers Pty Limited Rothbury Group Limited(b) RSM Group Limited Sapphire Star Pty Ltd Scott & Broad Pty Ltd Southside Insurance Brokers Pty Limited 78 Ownership interest Equity accounted 2015 % 2014 % 2015 $’000 2014 $’000 40.00 25.00 23.99 49.00 49.00 – 49.00 49.00 25.00 37.00 – 49.00 – 49.00 49.00 40.00 25.00 48.00 37.00 45.00 49.00 49.00 – 49.00 25.00 25.00 46.00 49.00 46.50 49.00 30.00 49.00 30.00 49.00 49.00 40.00 25.00 – 49.00 49.00 49.00 49.00 49.00 25.00 37.00 49.00 49.00 49.00 49.00 49.00 40.00 25.00 48.00 49.00 45.00 49.00 49.00 49.00 49.00 25.00 25.00 46.00 49.00 – 49.00 30.00 49.00 30.00 49.00 49.00 1,572 798 1,124 12,800 3,490 – 3,734 1,174 2,066 3,657 – 1,109 – 1,367 4,289 3,243 774 4,724 – 5,053 4,979 1,564 – 3,471 596 1,004 5,046 4,700 934 760 1,569 779 – 13,260 3,403 2,369 3,780 1,208 2,123 3,731 7,566 1,105 4,690 1,429 4,407 3,329 745 4,822 2,319 5,146 5,111 1,631 1,171 3,576 642 971 5,155 4,717 – 777 14,774 13,857 6,071 1,433 8,971 662 6,284 1,478 9,076 665 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 12. INVESTMENTS IN ASSOCIATES continued Name Ownership interest Equity accounted 2015 % 2014 % 2015 $’000 2014 $’000 Steadfast Life Pty Ltd (formerly Finserve Solutions Pty Limited) 50.00 50.00 2,957 3,083 Tudor Insurance Australia (Insurance Brokers) Pty Ltd and Tudor Insurance Agency Unit Trust Watkins Insurance Brokers Pty Limited and D&E Watkins Unit Trust Webmere Pty Ltd(a) II. Underwriting agencies businesses Emergence Insurance Group Pty Ltd Sterling Insurance Pty Limited Tradewise Insurance Pty Ltd III. Complementary businesses Meridian Lawyers Limited 48.00 35.00 – 25.00 39.50 48.00 48.00 35.00 49.00 – 39.50 – 2,050 1,860 – 231 7,340 – 2,037 1,885 4,569 – 7,612 – 25.00 25.00 1,974 2,311 (a) The following entities went through internal restructuring – transferring the equity interests of the broking business and its operations into a business hub headed by another entity within the Group (hubbing). The ownership interest in the table above represents the ownership interest post restructuring: – The Group sold its 49.00% equity interest in King Insurance Brokers Pty Ltd (King) to McLardy McShane & Associates Pty Ltd (McLardy McShane). McLardy McShane also acquired the remaining 51.00% of King from the controlling interest. As a result, the Group’s effective equity interest in King decreased to 37.00%. – The Group sold its 49.00% equity interest in Garaty to Finn Foster in consideration for additional shares in Finn Foster. The Group also subscribed for additional shares in Finn Foster, which used the funds raised to acquire the remaining 51.00% of Garaty from the controlling interest. After these transactions, both Garaty and Finn Foster became subsidiaries of the Group with the Group holding 60.00% equity interest in this hubbed operation – see Note 11. – The Group sold its 49.00% equity interest in MFP to Brecknock. Brecknock also acquired the remaining 51.00% of MFP from the controlling interest. As a result, MFP became a subsidiary of the Group – see Note 11. – The Group increased its equity interest in Webmere which resulted in Webmere becoming a subsidiary of the Group – see Note 11. (b) All entities have their principal operations in Australia with the exception of Rothbury Group Limited whose principal operation is in New Zealand. C. SUMMARISED FINANCIAL INFORMATION OF ASSOCIATES I. Disclosure in aggregate These disclosures relate to the investment in all associates in aggregate. The figures below represent the financial position and performance of the associates as a whole and not just the Group’s share. Current assets Non-current assets Current liabilities Non-current liabilities Net assets Revenue EBITA Profit/(loss) after income tax from continued operations Total comprehensive income 2015 $’000 2014 $’000 252,303 109,544 230,980 35,354 95,513 166,309 41,036 26,056 26,056 268,398 110,278 243,243 27,456 107,977 159,643 45,572 30,472 30,472 79 Steadfast Group Annual Report 2015 NOTE 13. INVESTMENT IN JOINT VENTURE A. RECONCILIATION OF MOVEMENTS Balance at the beginning of the financial year Share of EBITA from joint venture Less share of: Finance costs Amortisation expense Income tax expense Share of joint venture’s profit after income tax Dividend received/receivable Balance at the end of the financial year B. DETAILS OF JOINT VENTURE Name 2015 $’000 4,425 3,704 (230) (480) (856) 2,138 (3,117) 3,446 2014 $’000 3,593 5,324 (280) (479) (1,369) 3,196 (2,364) 4,425 Ownership interest 2015 % 2014 % Macquarie Premium Funding Pty Ltd and its subsidiaries (Macquarie Pacific Funding Group) 50.00 50.00 Macquarie Pacific Funding Group, which has a business name of Macquarie Pacific Funding, is an insurance premium funding provider. Macquarie Premium Funding Pty Ltd, the holding company of the Macquarie Pacific Funding Group, is incorporated in Australia. It has operations in both Australia and New Zealand. Macquarie Bank Limited and the Company, the joint venture partners, have an equal equity interest in Macquarie Pacific Funding Group. C. SUMMARISED FINANCIAL INFORMATION OF JOINT VENTURE These disclosures relate to the financial position and financial performance of the joint venture as a whole and not just the Group’s share. 2015 $’000 2014 $’000 17,212 7,429 10,785 6,629 7,227 51,578 7,408 4,276 4,276 24,567 9,565 17,228 7,675 9,229 56,299 10,637 6,392 6,392 Current assets Non-current assets Current liabilities Non-current liabilities Net assets Revenue EBITA Profit/(loss) after income tax Total comprehensive income 80 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 14. FINANCIAL INSTRUMENTS A. FINANCIAL RISK MANAGEMENT OBJECTIVES The Group’s activities expose it to a variety of financial risks: interest rate risk, credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk and ageing analysis for credit risk. Risk management is carried out by senior finance executives (finance) under policies approved by the Directors. These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and may hedge financial risks within the Group’s operating units. Finance reports to the Directors on a regular basis. B. MARKET RISK Interest rate risk As at the reporting date, the Group had the following variable rate bank accounts and borrowings. Cash at bank Cash on deposit Bank overdrafts Bank loans 2015 2014 Weighted average interest rate % 1.63 2.85 6.65 Weighted average interest rate % 1.93 3.42 7.00 Balance $’000 193,607 46,149 (632) Balance $’000 94,510 20,698 (654) 3.85* (161,363) 5.23* (20,390) 77,761 94,164 * Weighted average interest rate excludes any applicable line fee. The Group held $0.047 million (2014: $0.022 million) cash in hand which did not generate any interest income at the end of the financial year. An increase/decrease in interest rates of one hundred (2014: one hundred) basis points would have an adverse/favourable effect on profit/(loss) after tax of $0.544 million (2014: adverse/favourable effect of $0.659 million) per annum. The basis point change is based on the expected volatility of interest rates using market data, historical trends over prior years and the Group’s ongoing relationships with financial institutions. C. CREDIT RISK Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral. Credit risk of the Group mainly arises from cash and cash equivalents, trade and other receivables and a loan to the joint venture. Although there is a concentration of cash and cash equivalents held with a major bank, credit risk is not considered significant as amounts owing to the underwriters are only paid upon collection of the associated receivable. The Group’s exposure to credit risk is concentrated in the financial services industry with parties which are considered to be of sufficiently high credit quality to minimise credit risk losses. Receivables include amounts due from policyholders in respect of insurances arranged by controlled entities. Insurance brokers and underwriting agencies have credit terms of up to 90 days from policy inception to pay funds received from policyholders to insurers. Should policyholders not pay, the insurance policy is cancelled by the insurer and a credit given against the amount due. Commission revenue is recognised after taking into account an allowance for expected revenue losses on policy lapses and cancellations, based on past experience. The loan to a joint venture is provided with a fixed maturity date, seven years from March 2013. The credit risk from the joint venture party is considered to be low as it is a loan secured by all present and future assets of the joint venture party. 81 Steadfast Group Annual Report 2015 NOTE 14. FINANCIAL INSTRUMENTS continued D. LIQUIDITY RISK Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities, continuously monitoring actual and forecast cash flows, and by matching the maturity profiles of financial assets and liabilities. The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. Weighted average interest rate % 1 year or less $’000 Between 1 to 2 years $’000 Between 2 to 5 years $’000 Over 5 years $’000 Total contractual maturities $’000 2015 Non-derivatives Non-interest bearing Payables on broking/underwriting agency operations* Trade and other payables Deferred consideration Interest bearing Bank loans Total non-derivatives 2014 Non-derivatives Non-interest bearing 429,012 43,380 27,506 – 1,284 27,821 – – – – – – 429,012 44,664 55,327 3.85 470 155,253 500,368 184,358 12,110 12,110 579 579 168,412 697,415 Payables on broking/underwriting agency operations* Trade and other payables Deferred consideration Interest bearing Bank loans Total non-derivatives 188,222 23,706 13,598 862 226,388 – 1,285 6,454 746 8,485 5.23 – – – – – – 188,222 24,991 20,052 14,657 14,657 4,125 4,125 20,390 253,655 * Paid to underwriters only upon receipt of premiums from customers. E. FAIR VALUE OF FINANCIAL INSTRUMENTS The Group’s deferred consideration liability is measured at fair value at the end of each reporting period. The following table gives information about how the fair value of this financial liability is determined, including the valuation technique and inputs used. For the Group’s financial instruments not measured at fair value, the carrying amount of these financial instruments provides a reasonable approximation of their fair values. Financial instrument Deferred consideration Fair value hierarchy Level 3 Valuation technique Significant unobservable inputs Relationship of unobservable inputs to fair value The fair value is calculated based on an agreed multiple of forecast EBITA or fees and commissions Forecast EBITA or fees and commissions The estimated fair value would increase/(decrease) if: – The forecast EBITA was higher/(lower) 82 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 14. FINANCIAL INSTRUMENTS continued The following table shows a reconciliation from the opening balance to the closing balance of the deferred consideration. Balance at the beginning of the financial year Settlement of deferred consideration Assumed in business combination (Note 10) Assumed in step up acquisitions and hubbing arrangements Gain/(loss) recognised in profit or loss from settlement or reassessment 2015 $’000 20,052 (19,775) 52,384 1,727 939 2014 $’000 9,864 (8,142) 10,441 8,087 (198) Balance at the end of the financial year 55,327 20,052 NOTE 15. CONTINGENCIES A. CONTINGENT ASSETS Claims experience benefit The Group may receive a claims experience benefit payment or payments in respect of certain types of insurance products placed with insurance companies. Where the revenue recognition criteria for those insurance products’ claims experience benefit have not been met, the timing and amount of any such payments are still too uncertain and dependent upon future events. In these circumstances it is not practical to include an estimate of the financial effect of any potential claims experience benefit as considered by AASB 137. B. CONTINGENT LIABILITIES Debt guarantees provided to associates The Group has guaranteed loan facilities to associates which are limited to the shares held by the Group in each entity. The value of each guarantee is dependent on a valuation of the shares which support the guarantee. Subsequent to balance date these guarantees have been removed. Macquarie Bank put options The Group has granted options to Macquarie Bank Limited (“Macquarie”) to enable Macquarie to put shares held by other shareholders in associates to the Group at fair value if Macquarie enforces its security over those shares. These have been granted in relation to shares held by other shareholders in associates over which Macquarie holds a security interest to secure indebtedness by those shareholders. NOTE 16. COMMITMENTS Contracted non-cancellable leases for property, plant and equipment committed at the reporting date but not recognised as liabilities or payables are provided below. OPERATING LEASE COMMITMENTS Within one year One to five years Over five years 2015 $’000 2014 $’000 8,421 13,041 1,413 22,875 3,926 6,305 986 11,217 83 Steadfast Group Annual Report 2015 NOTE 17. EVENTS AFTER THE REPORTING PERIOD A. FINAL DIVIDEND On 26 August 2015, the Board declared a final dividend for 2015 of 3.0 cents per share, 100% franked. The dividend will be paid on 14 October 2015. B. RE-FINANCING OF BANK FACILITIES On 12 August 2015 the Company has entered into a multi-bank syndicated facility with Macquarie Bank and ANZ Banking Group for $285.000 million to replace the $180.000 million facility with Macquarie Bank. Refer Note 8.E. NOTE 18. PROFIT AND LOSS INFORMATION This note provides further information about individual items recognised in the statement of comprehensive income. A. STAMP DUTY, DUE DILIGENCE AND RESTRUCTURE COSTS* Stamp duty, due diligence and restructure costs on acquisition of businesses 3,302 3,283 * The stamp duty, due diligence and restructure costs are considered to be non-trading expenses and arose due to specific activities to facilitate the acquisition of businesses in the current financial year. 2015 $’000 2014 $’000 B. EMPLOYEE BENEFITS Contributions to defined contribution superannuation funds Share-based payments C. RENTAL EXPENSE RELATING TO OPERATING LEASES Minimum lease payments D. PROFIT/(LOSS) ON INVESTMENTS Profit on fair value of investments (a) Net profit/(loss) on disposal of part interest in investments (b) 2015 7,767 989 4,960 3,187 7,482 4,027 565 – 4,445 (449) (a) This amount represented a profit of $0.565 million recognised as a result of remeasuring to fair value the equity interest in Webmere Pty Ltd (Webmere). The Group increased its shareholding in Webmere from 49.00% to 50.50% (and subsequently increased it to 64.00%). 2014 (a) This amount represented: – a profit of $4.611 million recognised as a result of remeasuring to fair value the equity interest in Miramar Underwriting Agency Pty Ltd (Miramar). The Group increased its shareholding in Miramar from 50.00% to 100.00% (refer to Note 10 for further details); – a net loss of $0.166 million on re-assessment of deferred consideration on acquisitions of businesses, being the reduction in amounts recognised previously based on updated information. (b) This amount was presented as part of the administration, brokers’ support service and other expense on the statement of comprehensive income. 84 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 19. SHARE-BASED REMUNERATION SHARE-BASED PAYMENTS – EMPLOYEE RELATED Share-based remuneration encourages employee share ownership, links employee reward to the performance of the Group and assists with retention of key personnel. The Company intends to settle its obligations under share-based payment arrangements by the on-market purchase of the Company’s ordinary shares which will be held in trust. The Group has established a practice of purchasing a tranche of shares on or near grant date at the prevailing market price to facilitate building up a portfolio sufficient to meet the obligations when rights vest. Trading in the Company’s ordinary shares awarded under the share-based remuneration arrangements is covered by the same restrictions that apply to all forms of share ownership by employees. These restrictions limit an employee trading in the Company’s ordinary shares when they are in a position to be aware, or are aware, of price sensitive information. The Group has the following types of share-based remuneration arrangements provided to employees; each arrangement has different purposes and different rules: • conditional rights; • short term incentive plan; and • long term incentive plan. The share-based payments are included in the employee expenses line in the statement of comprehensive income. I. Senior management and executive share plans The senior management and executive share plan arrangements are awarded based on the terms and conditions as set out in the short term and long term incentive plans. The awards in these two plans when granted may be in the form of cash and/or conditional rights. The Remuneration & Succession Planning Committee has approved the participation of each individual in these arrangements as well as the actual awards based on the performance conditions in these two plans being met. a. Short term incentive plan The short term incentive (STI) plan commenced operation during the financial year ended 30 June 2014. The STI plan is a discretionary, performance-based, at risk reward arrangement. STI will be awarded based on each participant’s performance hurdles and whether the financial performance hurdles of the Group are met. The key terms of the STI plan are: • total STI will be awarded and settled in the form of cash and conditional rights as approved by the Board if diluted EPS growth targets and individual participant’s performance criteria for the performance period (ie 1 July to 30 June) are met. If met: – 60% of STI will be settled in the form of cash and will be paid annually in September after the performance period; and – 40% of STI awarded will be deferred and granted in the form of conditional rights; • conditional rights (rights) are granted for nil consideration; • the vesting condition of rights is not market related and requires the participant to continue in relevant employment for a three year tenure from the grant date of the rights (retention period), split one third over one, two and three years; • notional dividends will accrue on the rights during the retention period; • when vesting (after completion of the retention period), each right will be converted into one Steadfast ordinary share per right for nil consideration upon exercise by the participant. The notional dividend will be converted into the equivalent number of Steadfast ordinary shares based on the Dividend Reinvestment Plan issue price applicable to each dividend; • the Board has discretion to settle the rights in cash instead of Steadfast ordinary shares; and • if the vesting condition is not met then the rights lapse. The first STI award was approved by the Board on 25 August 2014. Further details of the 2015 STI in relation to the Group’s executives (being key management personnel of the Group) are disclosed in the Remuneration Report for the current financial year. 85 Steadfast Group Annual Report 2015 NOTE 19. SHARE-BASED REMUNERATION continued b. Long term incentive plan The long term incentive (LTI) plan commenced operation during the financial year ended 30 June 2014. The LTI plan is a discretionary, performance-based, at risk reward arrangement. LTI will be awarded based on the Board’s approved percentage of the fixed remuneration for each participant (in the range of 35% to 50%). The key terms of the LTI plan are: • LTI will be awarded in the form of conditional rights as approved by the Board and will be granted in August following the end of each financial year; • conditional rights (rights) are granted for nil consideration; • the vesting condition of rights is not market related and is conditional on meeting the following performance hurdles: – the participants meeting their individual performance hurdles during the three year employment tenure from the grant date of the rights (retention period); and – the Group’s achieving a 10% average compound per annum diluted EPS growth during the retention period; • notional dividends will accrue on the rights during the retention period; and • the vesting is conditional on there being no material adverse deterioration of the EPS growth during the performance period before the exercise of the rights; • before vesting, the Board will determine the number of rights to vest based on the combined outcome of the performance hurdles; • when vesting (after completion of the retention period), each right will be converted into one Steadfast ordinary share per right for nil consideration upon exercise by the participant. The notional dividend will be converted into an equivalent number of Steadfast ordinary shares based on the Dividend Reinvestment Plan issue price applicable to each dividend; • the Board has discretion to settle the rights in cash instead of Steadfast ordinary shares; and • if the vesting conditions are not met then the rights lapse. The first LTI award was approved by the Board on 25 August 2014. Further details of the 2015 LTI in relation to the Group’s executives (being key management personnel of the Group) are disclosed in the Remuneration Report for the current financial year. II. Employee share plan Conditional rights During the financial year ended 30 June 2013, the Remuneration & Succession Planning Committee approved the allocation of conditional rights to various employees who contributed to the ASX listing of the Company. The key terms of the conditional rights allocated include: • rights allotted free of cost to those employees; • conversion to one ordinary share per right at the end of August 2014 subject to the continuing employment at that time and the performance of the employee meeting the minimum criteria as agreed by management. No conditional rights were granted during the year ended 30 June 2015 (2014: nil). 736,500 rights vested as at 30 June 2015 (2014: nil). 86 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 20. TAXATION A. INCOME TAX (EXPENSE)/BENEFIT Profit/(loss) before income tax (expense)/benefit Income tax (expense)/benefit at statutory tax rate of 30% Tax effect of amounts which are not (deductible)/taxable in calculating taxable income: Share of after tax profits of associates and joint venture Non-deductible expenses – including acquisition costs Other amounts deductible upon acquisition Other miscellaneous Losses not previously required Over/(under) provision for income tax of prior periods Income tax (expense)/benefit B. MAJOR COMPONENTS OF INCOME TAX (EXPENSE)/BENEFIT Current tax Movement in deferred tax assets Movement in deferred tax liabilities Adjustments for current tax of prior periods C. INCOME TAX ON ITEMS RECOGNISED DIRECTLY IN EQUITY Deferred tax assets Deferred tax liabilities D. DEFERRED TAX ASSETS I. Composition Accrued expenses Provisions Software development pool and capitalised project Expenditure claimable over five years Executive loans Employee share scheme Deferred income Others 2015 $’000 2014 $’000 63,029 33,601 (18,909) (10,080) 3,129 (878) 585 1 777 4,000 (1,392) 1,300 44 – (15,295) (6,128) 271 (31) (15,024) (6,159) (13,234) (9,169) 55 (2,116) 271 930 2,111 (31) (15,024) (6,159) 2,819 186 3,005 1,467 5,342 142 5,233 547 339 2,238 2,071 5,194 (294) 4,900 412 3,012 340 4,261 1,042 356 412 389 17,379 10,224 87 Steadfast Group Annual Report 2015 2015 $’000 2014 $’000 5,817 4,407 10,224 55 2,819 4,281 17,379 (7,022) 10,357 52,219 11,845 1,420 90 35 265 958 138 1,954 2,092 930 5,194 2,008 10,224 (4,407) 5,817 22,786 5,879 479 140 32 – 956 66,832 30,272 25,865 4,407 30,272 2,116 (186) 34,630 66,832 (7,022) 59,810 1,021 1,954 2,975 (2,111) 294 29,114 30,272 (4,407) 25,865 NOTE 20. TAXATION continued II. Movements Balance at the beginning of the financial year Add: reversal of offset against deferred tax liabilities Gross balance at the beginning of the financial year Credited to profit or loss Credited to equity Additions through business combinations Balance at the end of the financial year before offset Less: offset against deferred tax liabilities Balance at the end of the financial year E. DEFERRED TAX LIABILITIES I. Composition Intangible assets Receivables Accrued income Property, plant and equipment Prepayments Acquisition adjustments Other II. Movements Balance at the beginning of the financial year Add: reversal of offset against deferred tax assets Gross balance at the beginning of the financial year Credited to profit or loss Charged to equity Additions through acquisitions Balance at the end of the financial year before offset Less: offset against deferred tax assets Balance at the end of the financial year 88 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 21. NOTES TO THE STATEMENT OF CASH FLOWS A. COMPOSITION Cash and cash equivalents Cash held on trust Bank overdrafts B. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES Profit after income tax expense for the year Adjustments for Depreciation and amortisation and loss on disposal of property, plant and equipment Share of profits of associates and joint venture Income tax paid Profit on fair value of investment Dividends received from associates/joint venture Capitalised interest on loans Executive loans fair value adjustment Loss on sale of associate Expense/(profit) on settlement of deferred consideration Share-based payments and incentives accruals Change in operating assets and liabilities (Increase)/decrease in trade and other receivables (Increase)/decrease in deferred tax assets (Increase)/decrease in other assets Increase/(decrease) in trade and other payables Increase/(decrease) in income tax payable Increase/(decrease) in deferred tax liabilities Increase/(decrease) in other liabilities Increase/(decrease) in provisions Net cash from operating activities 2015 $’000 2014 $’000 67,648 172,155 38,551 76,679 (632) (654) 239,171 114,576 48,005 27,442 15,734 9,012 (10,431) (13,335) (14,663) (565) 14,622 (1,415) (971) – (939) 2,301 (7,801) (4,445) 7,163 – 3,279 (51) – 4,391 (99,145) (35,605) (37) 341 107,291 15,321 (260) (7,657) (533) 66,999 (3,787) 731 12,829 11,754 (1,800) (3,862) (452) 5,463 C. SIGNIFICANT NON-CASH TRANSACTIONS IN RELATION TO INVESTING AND FINANCING ACTIVITIES I. Investing activities During the financial year ended 30 June 2015, the Group completed a number of acquisitions (investing activities) to effect hubbing arrangements using the scrip of certain subsidiaries (refer Note 10). II. Financing activities During the financial year ended 30 June 2015, the following ordinary shares issued were not settled by cash: • $5.558 million dividends under the Dividend Reinvestment Plan were settled by the allotment of 1.715 million ordinary shares at $1.5000 per share in lieu of cash, and 1.964 million ordinary shares at $1.5200 per share in lieu of cash. 89 Steadfast Group Annual Report 2015 NOTE 22. RELATED PARTY TRANSACTIONS A. KEY MANAGEMENT PERSONNEL COMPENSATION The aggregate remuneration received/receivable by the Directors and other members of key management personnel of the Group is set out below. Short term employee benefits* Post employment benefits Long term benefits Share-based payments 2015 $ 2014 $ 4,480,815 10,348,970 131,484 196,995 50,138 48,255 860,351 512,149 5,522,788 11,106,369 * For the year ended 30 June 2014, short term employee benefits included $4,358,552 write down of executive loans and $1,635,000 of share discount. B. TRANSACTIONS WITH SUBSIDIARIES All transactions that have occurred among the subsidiaries within the Group have been eliminated for consolidation purposes. C. TRANSACTIONS WITH OTHER RELATED PARTIES The following transactions occurred with related parties: I. Sale of goods and services Marketing and administration fees received from associates on normal commercial terms 147,293 103,266 Marketing and administration fees received from joint venture on normal commercial terms 2,957,507 3,153,676 Commission income received/receivable from associates on normal commercial terms 73,429 85,888 II. Interest income Interest income received/receivable from joint venture 255,011 285,422 III. Payment for goods and services Estimated Steadfast Network Broker rebate expense paid or payable to associates on the basis as determined by the Board Commission expense paid/payable to associates on normal commercial terms Service fees paid to associates IV. Receivable from and payable to related parties The following balances are outstanding at the reporting date in relation to transactions with related parties: a. Current receivables Trade receivables from associates Trade receivables from joint venture Dividend receivable from associates b. Current payables Trade payables to associates 90 935,966 1,262,575 2,652,969 1,613,420 43,604 1,690,997 5,953,360 4,261,029 137,366 144,863 84,086 – 151,753 124,964 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 22. RELATED PARTY TRANSACTIONS continued V. Loans to/from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: a. Current receivables Loan to joint venture(a) Executive loans(b) b. Non-current receivables Loan to joint venture(a) Executive loans(b) Loans to associates 2015 $ 2014 $ 603,125 324,300 927,425 603,125 310,500 913,625 2,412,500 3,015,625 4,559,947 4,389,769 527,442 305,000 7,499,889 7,710,394 (a) The loan to the joint venture, Macquarie Pacific Funding Group (MPF) has a face value of $3,015,625. The loan receivable balance includes $nil accrued interest (2014: $nil). The key terms and conditions of this loan are: – variable interest rate based on the aggregate of Macquarie Bank Limited (MBL) Reference Rate and a margin of 2% per annum. The MBL Reference Rate refers to the interest rate determined by MBL and published by MBL at any time on its website; – the loan is repayable seven years from the date of initial advance, which occurred in March 2013; and – the loan is secured by all present and future assets of MPF. (b) Executive loans were provided to four Steadfast executives as interest free loans for them to acquire Steadfast ordinary shares when the Company was listed on the ASX. The key terms and conditions of these loans are: – interest free, unsecured and full recourse loans; – dividends received from the acquired shares to be applied towards part repayment of the loans; and – to be repaid in full five years after the date on which the loans were provided. 91 Steadfast Group Annual Report 2015 NOTE 23. PARENT ENTITY INFORMATION The financial information provided in the table below is only for Steadfast Group Limited, the parent entity of the Group. A. STATEMENT OF COMPREHENSIVE INCOME Profit after income tax Other comprehensive income Total comprehensive income B. STATEMENT OF FINANCIAL POSITION Current assets Total assets Current liabilities Total liabilities Equity Share capital Reserves Total equity 2015 $’000 2014 $’000 23,844 (744) 23,100 8,381 – 8,381 35,502 39,718 970,400 538,921 25,994 173,506 28,246 42,023 787,946 488,187 8,948 8,711 796,894 496,898 C. SIGNIFICANT ACCOUNTING POLICIES The accounting policies of the parent entity are consistent with those of the Group, as disclosed in Note 2, except for Investments in subsidiaries, associates and joint venture which are accounted for at cost, less any impairment. Dividends received are recognised as income by the parent entity. D. GOING CONCERN The parent entity financial statements have been prepared on a going concern basis. E. GUARANTEES ENTERED INTO BY THE PARENT ENTITY IN RELATION TO THE DEBTS OF ITS SUBSIDIARIES The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2015 and 30 June 2014. F. CONTINGENT ASSETS/LIABILITIES The Company is exposed to the contingent assets and liabilities set out in Note 15. G. CAPITAL COMMITMENTS – PROPERTY, PLANT AND EQUIPMENT The parent entity had no capital commitments for property, plant and equipment as at 30 June 2015 and 30 June 2014. 92 Notes to the Financial Statements continuedFOR THE YEAR ENDED 30 JUNE 2015Steadfast Group Annual Report 2015 NOTE 24. REMUNERATION OF AUDITORS A. KPMG I. Audit and review services 2015 $ 2014 $ Audit or review of the financial statements of the Company and certain subsidiaries 1,276,212 1,068,708 II. Other assurance, taxation and due diligence services Other assurance services Due diligence services Other services Taxation compliance and other advisory services B. OTHER AUDITORS I. Audit and review services Audit or review of the financial statements II. Services other than audit and review of financial statements Other services Taxation advisory services Other services 720,427 72,209 193,387 913,814 25,000 97,209 193,864 153,311 119,388 24,410 143,798 46,498 139,436 185,934 93 Steadfast Group Annual Report 2015 Directors’ Declaration In the opinion of the directors of Steadfast Group Limited (‘the Company’): • the consolidated financial statements and notes that are set out on pages 48 to 93 and the Remuneration report in sections B to G of the Directors’ report, are in accordance with the Corporations Act 2001, including: – giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its performance, for the financial year ended on that date; and – complying with Australian Accounting Standards and the Corporations Regulations 2001; and • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2015. The directors draw attention to Note 2A to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed at Sydney on 26 August 2015 in accordance with a resolution of the directors: Frank O’Halloran, AM Chairman Robert Kelly Managing Director & CEO 94 Steadfast Group Annual Report 2015 Independent Auditor’s Report TO THE OWNERS OF STEADFAST GROUP LIMITED REPORT ON THE FINANCIAL REPORT We have audited the accompanying financial report of Steadfast Group Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2015, and consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 24 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL REPORT The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. INDEPENDENCE In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. AUDITOR’S OPINION In our opinion: (a) the financial report of the Group is 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 2015 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KMPG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 95 Steadfast Group Annual Report 2015 REPORT ON THE REMUNERATION REPORT We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards. AUDITOR’S OPINION In our opinion, the remuneration report of Steadfast Group Limited for the year ended 30 June 2015, complies with Section 300A of the Corporations Act 2001. KPMG Andrew Dickinson Partner Sydney 26 August 2015 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KMPG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 96 Steadfast Group Annual Report 2015 Shareholders’ Information AS AT 18 AUGUST 2015 ORDINARY SHARE CAPITAL There were 743,413,768 fully paid ordinary shares held by 3,660 shareholders. All the shares carry one vote per share and carry the rights to dividends. DISTRIBUTION OF SHAREHOLDERS The number of shareholders by size of holding is as follows: Range 100,001 and over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 Total Number of holders Number of shares % of issued capital 527 1,527 524 793 289 687,306,353 49,615,953 3,977,806 2,347,613 166,043 92.45 6.67 0.54 0.32 0.02 3,660 743,413,768 100.00 There were 78 shareholders holding less than a marketable parcel ($500) based on a market price of $1.54 at the close of trading on 18 August 2015. SUBSTANTIAL SHAREHOLDERS JCP Investment Partners Mackay Insurance Services Pty Ltd AMP Limited Investors Mutual Ltd Date of notice Number of shares % of issued capital 16/05/14 07/08/13 05/08/15 02/06/15 49,201,247 32,000,000 37,484,670 37,201,386 9.81 6.38 5.04 5.00 This information is based on substantial holder notices lodged with the ASX, some of which date back to before the Steadfast Equity Raising in February and March 2015. 97 Steadfast Group Annual Report 2015 Shareholders’ Information continued AS AT 18 AUGUST 2015 TWENTY LARGEST SHAREHOLDERS Name JP Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited National Nominees Limited Citicorp Nominees Pty Limited RBC Investor Servcies Australia Nominees Pty Limited Mackay Insurance Services Pty Ltd BNP Paribas Noms Pty Ltd UBS Nominees Pty Ltd AMP Life Limited HSBC Custody Nominees (Australia) Limited Mackay Insurance Services Pty Ltd Citicorp Nominees Pty Limited RBC Investor Services Australia Nominees Pty Limited Argo Investments Limited Mr Robert Bernard Kelly RC & IP Gilbert Pty Ltd Yabby Investments Pty Ltd the Steven Gilbert Family a/c RM & JA Alford Investments Pty Ltd Samepham Investments Pty Ltd Number of shares % of issued capital 113,769,467 107,092,853 15.30 14.41 68,738,695 35,838,005 29,849,687 29,800,000 22,953,623 16,987,901 13,371,368 12,469,905 10,000,001 9,696,515 8,569,377 7,974,237 5,000,000 4,900,000 4,000,000 3,185,000 2,656,004 2,533,172 9.25 4.82 4.02 4.01 3.09 2.29 1.80 1.68 1.35 1.30 1.15 1.07 0.67 0.66 0.54 0.43 0.36 0.34 Mr David Ingram Total DIVIDEND DETAILS Dividend Interim Final 509,385,810 68.52 Franking Amount per share DRP issue price Payment date Fully franked Fully franked 2.0 cents 3.0 cents $1.52 14 April 2015 * 14 October 2015 The final dividend has an ex-dividend date of 11 September 2015, a record date of 15 September 2015, a payment date of 14 October 2015 and is eligible for Steadfast’s Dividend Reinvestment Plan (DRP) based on a 2.5% discount. * The DRP issue price for the final dividend is scheduled to be announced on 30 September 2015. 98 Steadfast Group Annual Report 2015 Corporate Directory DIRECTORS Frank O’Halloran, AM (Chairman) Robert Kelly (Managing Director & CEO) David Liddy Anne O’Driscoll Philip Purcell Greg Rynenberg COMPANY SECRETARIES Linda Ellis Peter Roberts NOTICE OF AGM The annual general meeting of Steadfast Group Limited will be held on Friday 30 October 2015 at 10.00 am at The Radisson Blu Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000. CORPORATE OFFICE STEADFAST GROUP LIMITED Level 3 99 Bathurst Street Sydney NSW 2000 Postal Address PO Box A980 Sydney South NSW 1235 phone: 02 9495 6500 email: investor@steadfast.com.au website: steadfast.com.au SHARE REGISTRY LINK MARKET SERVICES Level 12 680 George Street Sydney NSW 2000 Postal Address Locked Bag A14 Sydney South NSW 1235 phone: 1300 554 474 email: registrars@linkmarketservices.com.au STOCK LISTING Steadfast Group Limited ordinary shares are listed on the Australian Securities Exchange (ASX code: SDF). 4 0 0 D A E T S z n . o c . e v i t a e r c t h g i s n i Steadfast Group Annual Report 2015 S t e a d f a s t G r o u p L i m i t e d A n n u a l R e p o r t 2 0 1 5 STRONGER TOGETHER Steadfast Group Limited ABN 98 073 659 677 www.steadfast.com.au Annual Report 2015