Steadfast Group Annual Report2022 Vision: Continually growing shareholder value through our leading general insurance distribution model and related businesses domestically and internationally. Mission: Continue to deliver value to our broker network and stakeholders by being a market leader and an innovator in insurance and risk management. Values: Our corporate values resonate across all facets of our business. Contents
02
04
07
08
10
12
20
22
25
41
138
139
Message from the Chair
Message from the Managing Director & CEO
Continued strong track record since listing on ASX
Message from the Chief Financial Officer
How we create value
Our business
Board of Directors
Senior Management Team
Corporate and Social Responsibility and Environmental, Social and Governance
Financial Report
Glossary of Terms
Corporate Directory
Steadfast Group Annual Report 2022 01
Annual General MeetingThe Steadfast Group FY22 Annual General Meeting will be held on Thursday, 20 October 2022. Steadfast will provide further details with the notice of the 2022 Annual General Meeting to be released in September 2022.Contents Message from the Chair
On behalf of the Directors, I am again pleased to report
The Group's strong performance has continued since
another year of excellent Steadfast Group earnings,
listing in 2013. Our total shareholder return was 17.0% for
with our FY22 underlying net profit after tax at the
the year and since listing has been 399.6%.
top end of our upgraded guidance range advised in
February 2022.
The Group produced a 29.5% increase in underlying
earnings before interest, tax and amortisation (EBITA) to
$340.4 million and a 29.3% increase in underlying net profit
after tax (NPAT) to $169.0 million. Pleasingly, we reported
an increase of 16.5% in underlying earnings per share to
17.58 cents. The Group has delivered this record result
against the backdrop of geopolitical unrest, rising inflation
and the continuing global pandemic.
Accumulated total shareholder return (TSR) (%)
500
400
300
200
100
0
Statutory net profit after tax, including non-recurring net
gains, was $171.6 million compared with $143.0 million
IP O
FY14
FY15
FY16
FY17
FY18
FY19
FY2 0
FY21
FY22
for FY21.
Dividend
The Board has declared a fully-franked final dividend of
7.8 cents per share (cps), up 11.4% from last year. This
takes the total dividend to 13.0 cps (fully-franked), up 14.0%
on FY21.
Capital management
We continue to be prudent with our capital as
we assess potential acquisition opportunities against
disciplined criteria. We made a number of earnings
accretive acquisitions during FY22 for a total investment
of $552 million, with the largest acquisition being
CoverForce for $411 million.
02 Steadfast Group Annual Report 2022
The Group has produced consistently strong results
since listing in 2013.
Steadfast has already completed some small acquisitions
Steadfast Group continues to adhere to the corporate
for FY23, and on 17 August 2022 announced the
governance principles as set out by the ASX Corporate
acquisition of Insurance Brands Australia for consideration
Governance Council. Our governance framework and
of up to $301.0 million (including up to $25m of deferred
robust risk management strategies are set out in more
consideration, subject to performance criteria) to be
detail on page 39. I note another year in which there were
funded by existing debt facilities and the issue of new
no material departures from these principles.
Steadfast Group shares to the vendors.
Thank you
In addition to the above, the current Trapped Capital
On behalf of the Board, I would like to thank our
acquisitons pipeline is around $400 million. We anticipate
people, including our highly experienced CEO & Managing
completing acquisitions costing around $220 million
Director, Robert Kelly, and our executive team for their
in FY23, with these acquisitions being funded by the
significant contribution to deliver outstanding results for
underwritten Institutional Placement of $225 million to be
our shareholders and superior support to our Network
conducted on 17 August 2022, followed by an associated
Brokers and other stakeholders.
Share Purchase Plan.
Our strong performance would not have been
At 30 June 2022 our Group gearing ratio was 19.0%
possible without the outstanding contribution from
(excluding premium funding) which is well within the
Steadfast brokers, Steadfast Underwriting Agencies and
Board-mandated Group maximum of 30%. We consider a
complementary businesses, and our ever expanding
low level of gearing is prudent given rising interest rates,
network and the loyalty of our clients.
inflation and current uncertainties around the world. After
the capital raise, Steadfast will have unutilised facilities of
$320 million (plus free cash flow) for future expansion,
including the Trapped Capital initiative.
Governance
During the year, Philip Purcell retired as a Director
after nine years on the Steadfast Board. The Board, the
employees and our Network Brokers are very grateful
to Philip for his outstanding contribution, particularly
in the areas of insurance law, people management
Your Board acknowledges its responsibility to work with
and governance.
management to implement and support Environmental,
Social and Governance (ESG) initiatives within Steadfast
Group are integral to the sustainability and continuing
financial growth of our business. Steadfast Group
continues to positively contribute to the communities
in which we operate, mitigate the environmental impact
of our business activities and ensure the fair treatment of
our customers, employees and suppliers.
Steadfast recognises that climate change, together
with increased urbanisation, continues to be a global
risk and a material issue for the insurance industry,
including insurers, customers and the whole economy.
In recognition of the issues arising from climate change,
Steadfast announced its intention to publish a carbon-
neutral transition plan by the end of 2022. We set out our
intention to increase ESG commitments in more detail on
page 28 of this report.
I would like to welcome Joan Cleary, to the Steadfast
Group Board. Joan has over thirty years of global finance
and leadership experience in the general insurance and
reinsurance industry.
Finally, I would also like to extend my gratitude
to my fellow Board Directors who continue to
be focused on driving increased shareholder value,
supporting the Steadfast team and improving our already
strong governance.
Frank O’Halloran, AM
Chair
Steadfast Group Annual Report 2022 03
Message from the Managing Director & CEO
I am pleased to report that FY22 continues our year on
year record growth since our listing in August 2013.
Our 29.5% increase in underlying EBITA to
$340.4 million and 29.3% increase in underlying NPAT
Net Premium Growth and Price Movement
20
40
to $169.0 million are the result of our enduring business
30
10
0
-10
-20
6.9%6.9%6.4%6.4%6.1%6.1%
7.7%7.7%
3.8%3.8%
2.7%2.7%
20
-0.7%-0.7%
0.0%0.0%
-5.5%-5.5%
10
0
FY14
FY15
FY16
FY17
FY18
FY19
FY2 0
FY21
FY22
u Price Movement (RHS)
u Network Growth (LHS)
u IBNA Acquisition
model, the skills and stability of our executive team, our
prudent approach to acquisitions and the strong
performance of our equity owned businesses.
Our Group's Equity Broking businesses benefitted from
acquisitions and the continuation of the hard premium
cycle whilst our Underwriting Agency businesses again
experienced strong organic growth over the year.
Steadfast Broking
In FY22 we grew Steadfast Network Broking gross written
premium (GWP) by 13.1% to $11.1 billion. Our brokers
increased volumes over the year and experienced further
premium rate increase from our strategic partners.
04 Steadfast Group Annual Report 2022
Growth in revenues from our Equity Brokers, driven by
Steadfast Technology remains focused on continued
a hardening market, and some volume growth, more
development of the SCTP with more product lines, new
than mitigated the expected expense increase flagged
insurers and the expansion of auto-rating capabilities to
when issuing guidance for FY22. This, and strong growth
drive increased SCTP usage. The next commercial product
from acquisitions made in FY22, resulted in excellent
line under development is Farm, expected to be live
underlying EBITA growth of 23.6%.
in FY24.
We now have 427 brokerages in the Steadfast Network,
There are 182 brokers live on our INSIGHT platform, with
with 355 in Australia, 50 in New Zealand and 22 in
over 4,400 user licences. The Steadfast team will continue
Singapore. Steadfast Group has equity holdings in 67 of
to support the migration of brokers to INSIGHT with an
the 427 brokerages in the Steadfast Network. Further,
additional 21 brokers already committed to migrate and
the global network of our 60% owned UnisonSteadfast
ongoing discussions with another 75 brokers.
encompasses another 272 brokerages across 140
countries with billings in excess of USD$40 billion.
Steadfast Risk Group
During the year we continued to rollout our
Steadfast Underwriting Agencies
comprehensive suite of enhanced risk management and
Steadfast Underwriting Agencies continue to outperform
alternative risk transfer solutions and systems to our
with sustained organic growth, generating $1.8 billion of
broker network, and to expand our risk product suite.
GWP, a 19.9% uplift over FY21.
Steadfast made a strategic investment in Flame Security
GWP continues to grow and this, combined with further
International (FSI). FSI’s range of fire prevention and
premium price increases by insurers, led to underlying
protection technologies in fire, defence and solar
EBITA growth of 22.5%, reflecting the ability of our
effectively reduces the harm caused by fire threats against
agencies to provide sustainable profit margins. This strong
communities and the environment. This investment
performance was assisted by the quality of our products
is expected to bring a new option to our risk
and services, and the diligence and underwriting expertise
management offerings to the broker network and their
of our team.
We currently have 28 specialist agencies offering over 100
niche products.
Our insurTech
This year, $945 million of GWP was transacted on our
market-leading Steadfast Client Trading Platform (SCTP)
as brokers take advantage of the efficiency, the ease of
obtaining the best terms and tailored policy wording
based on Triage results for their clients, and the wide
market access the platform delivers.
Steadfast continued to refine and improve our technology
to drive growth and enhance broker and their client
experience, with the rollout of more product and insurer
offerings on the platform . This year saw the launch
of auto-rating capability for insurers for Liability and
Professional Indemnity product lines and the addition
of another four insurers on our Commercial Motor
line. These developments contributed to an increase in
the use of SCTP by our brokers for commercial lines of 45%
over the prior year.
clients while building resilience measures to protect
people, structures and the environment from fire threats,
insurance coverage challenges and consequent increases
in insurance premiums.
$11.1bn
Steadfast Network GWP
$169.0m
Underlying NPAT
Steadfast Group Annual Report 2022 05
Message from the Managing Director & CEO continued
We continued to deliver on our Trapped Capital
Project, where the Group is seeking to increase our
equity positions in the Network Brokers.
UnisonSteadfast
Outlook
When Covid travel restrictions eased, Steadfast
We saw price increases by strategic partners across
commenced the integration of our management team
the market continue in FY22. We expect this trend to
within UnisonSteadfast in the second half of the year. This
remain throughout FY23 as insurers seek to improve their
strategic step signals the next evolution in the successful
profitability. At the time of print, Steadfast has announced
partnership of both networks.
the acquisition of Insurance Brands Australia, funded
In the process of this integration, we have identified
potential opportunities for both parties which resulted
in the launch of Steadfast Risk Services products to the
UnisonSteadfast members in June 2022. This further
solidifies the mutual commitment to growing the
via scrip issued to the vendors and debt. Additionally,
we have launched a fully underwritten Institutional
Placement for $225 million, and an accompanying Share
Purchase Plan targeting to raise around $25 million, to
fund our current Trapped Capital Project pipeline.
global distribution platform for both UnisonSteadfast and
Steadfast Group provides FY23 guidance of:
Steadfast network brokers.
Acquisitions
underlying EBITA of between $400 million and
$420 million.
During the year Steadfast completed $552 million of EPS
underlying NPAT of between $190 million and
accretive acquisitions, including the major acquisition
$202 million.
of Coverforce.
underlying diluted eps (NPAT) growth of 5% to 11%.
We continued to deliver on our Trapped Capital Project,
Key assumptions included in this guidance have been
which enables the Group to increase our equity positions
detailed within the Directors' Report on page 50 of
in the Network Brokers by providing them the opportunity
this report.
to unlock trapped capital by partial sale to Steadfast.
Thank you
I would like to thank our employees, Board members,
Steadfast Network brokers, Steadfast Underwriting
Agencies, complementary businesses, our clients
and strategic partners for contributing to our
record performance.
I would also like to thank all our shareholders for their
ongoing support. I look forward to working with our
stakeholders for years to come.
Robert Kelly, AM
Managing Director & CEO
06 Steadfast Group Annual Report 2022
Continued strong track record since listing on ASX
Steadfast Network GWP ($bn)
11.111.1
9.89.8
8.38.3
6.16.1
5.05.0 5.35.3
4.44.4 4.54.5
4.14.1
14
12
10
8
6
4
2
0
Underlying NPAT ($m)
200
169.0
169.0
130.7
130.7
108.7
108.7
88.788.7
74.074.0
66.466.4
60.460.4
42.142.1
32.532.5
180
160
140
120
100
80
60
40
20
0
FY14
FY15
FY16
FY17
FY18
FY19
FY 2 0
FY 21
FY 2 2
FY14
FY15
FY16
FY17
FY18
FY19
FY 2 0
FY 21
FY 2 2
Steadfast Underwriting Agencies GWP ($m)
2,000
1,775
1,775
1,480
1,480
1,327
1,327
1,173
1,173
1,800
1,600
1,400
1,200
1,000
800
600
400
200
146146
0
914914
745745 777777
385385
Underlying EPS (NPAT) (cents per share)
17.617.6
15.115.1
12.712.7
11.211.2
9.69.6
8.98.9
8.18.1
7.27.2
6.26.2
20
18
16
14
12
10
8
6
4
2
0
FY14
FY15
FY16
FY17
FY18
FY19
FY 2 0
FY 21
FY 2 2
FY14
FY15
FY16
FY17
FY18
FY19
FY 2 0
FY 21
FY 2 2
Underlying EBITA ($m)
400
340.4
340.4
262.7
262.7
223.5
223.5
193.4
193.4
164.0
164.0
143.3
143.3
129.6
129.6
90.590.5
62.362.3
350
300
250
200
150
100
50
0
DPS (cents per share)
13.013.0
11.411.4
9.69.6
8.58.5
7.57.5
7.07.0
6.06.0
5.05.0
4.54.5
16
14
12
10
8
6
4
2
0
FY14
FY15
FY16
FY17
FY18
FY19
FY 2 0
FY 21
FY 2 2
FY14
FY15
FY16
FY17
FY18
FY19
FY 2 0
FY 21
FY 2 2
427
Steadfast Network Brokers
$945m
Steadfast Client Trading Platform GWP
Steadfast Group Annual Report 2022 07
Message from the Chief Financial Officer
Balance sheet
Being in businesses with both low working capital and
capital expenditure needs, earnings were again translated
into cash flow throughout the year, with all of underlying
NPATA converting into cash. This cash has been utilised to
fund further acquisitions and pay increased dividends to
shareholders. Our $139 million free cash flow was utilised
in funding acquisitions throughout FY22.
Goodwill, identifiable intangibles and investment in
associates dominate our assets on the balance sheet.
These assets represent our investment into our equity
businesses or cash generating units (CGU’s). We annually
review the carrying value of each of our CGU’s, including
involving valuation specialists to consider discount rates
to be applied to future cash flows.
Steadfast Group’s balance sheet remains well positioned.
As at 30 June 2022 our corporate gearing ratio was 19.0%
and the Group had $315 million of unutilised capacity
available to fund the announced acquisition of Insurance
Brands Australia. There is significant headroom in the
FY22 was another a record year for Steadfast Group.
Again, the Group delivered excellent underlying
earnings growth whilst our strong working capital
position and conservative gearing were maintained.
Reconciliation of earnings
Page 9 shows the reconciliation of earnings between the
corporate debt covenants.
statutory profit and the underlying earnings.
Earnings per share and dividend growth
Strong underlying EBITA growth from acquisitions
(+16.2%), supported by organic growth (+13.3%), drove
underlying diluted EPS (NPAT) of 17.58 cents per share
(+16.5%) allowing the Board to declare a total dividend
of 13.0 cents per share (+14.0%). The total 2022 dividend
represents a payout ratio of 74%, in line with our target
range of 65% - 85% of underlying net profit after tax.
Organic growth
The corporate debt facilities were uplifted to $660 million
in November 2021. This facility, together with the capital
raise in August 2022, will allow us to fund further
acquisitions in our Trapped Capital pipeline.
Return on capital
Through continued organic growth over the years,
together with acquisitions funded with debt and equity,
Steadfast has increased return on capital (NPAT) on
opening capital from 7.7% in FY17 to 13.2% (excluding
Coverforce) in FY22, reflecting our successful organic and
Continued price increases by our strategic partners drove
acquisition growth initiatives.
our organic growth in FY22, combined with market share
Thank you
gains from our underwriting agencies, and solid volume
increases from our Network Brokers.
Acquisition growth
Steadfast has historically produced earnings growth
from consistent annual acquisition activity. Our network
brokers provide Steadfast with an internal pipeline of
acquisition opportunities. This year we continued to
deliver Trapped Capital acquisitions and completed the
major acquisition of Coverforce.
Thank you to all the finance teams throughout the
Group who have participated in the production of
all of our financial reporting needs. I appreciate the
enormous amount of time and effort that goes into the
collation and analysis of the financial data for the Group
and to provide stakeholders with quality and reliable
performance metrics and the financial statements.
Stephen Humphrys
Chief Financial Officer
08 Steadfast Group Annual Report 2022
2022
$'m
2021
$'m
Reconciliation of earnings:
Statutory NPAT
171.6
143.0
Impairment of intangibles
Net loss on deferred
consideration estimates
Mark-to-market gains from
revaluation of listed investments
Net gain from change in value or sale
of businesses and other movements
Underlying NPAT
3.5
12.5
3.9
1.7
(1.6)
(9.6)
(17.0)
(8.3)
169.0
130.7
Underlying NPAT growth
29.3%
20.2%
Amortisation
Underlying NPATA1
Underlying NPATA growth
36.4
205.4
28.3%
29.3
160.0
18.1%
Underlying Revenue
1,135.9
899.9
Underlying EBITA
Underlying NPAT
Underlying NPATA
Underlying EPS (NPAT) (cps)
Underlying EPS (NPATA) (cps)
1 For further information
refer to Note 4 to the accounts.
340.4
169.0
205.4
17.58
21.37
262.7
130.7
160.0
15.09
18.48
$1,136m
Underlying revenue
29.3%
Underlying NPAT growth
Organic growth (underlying EBITA) (%)
15
10
5
0
700
600
500
400
300
200
100
0
10.910.9
8.68.6
13.313.3
9.99.9
1.31.3
FY18
FY19
FY20
FY21
FY22
Net acquisition spend ($m)
552552
135135
9696
155155
172172
FY18
FY19
FY20
FY21
FY22
Return on capital (underlying NPAT as % of
opening shareholders' funds)
13.213.2
11.711.7
10.610.6
8.58.5
8.88.8
7.77.7
16
14
12
10
8
6
4
2
0
FY17
FY18
FY19
FY20
FY21
FY22¹
1 Excluding Coverforce/capital raise
Underlying earnings per share (NPAT)
and dividend growth (cents per share)
17.617.6
15.115.1
13.013.0
11.411.4
12.712.7
9.69.6
11.211.2
8.58.5
8.98.9
9.69.6
7.07.0
7.57.5
8.18.1
6.06.0
20
16
12
8
4
0
FY16
FY17
FY18
FY19
FY20
FY21
FY22
u Underlying earnings per share (NPAT)
u Dividend per share
Steadfast Group Annual Report 2022 09
How we create value
We aim to create long-term value for all of our stakeholders.
Our business activities and business value drivers and resulting value
creation, enable us to meet our strategic objectives.
10 Steadfast Group Annual Report 2022
Our Operating EnvironmentOur Business ActivitiesOur Business Value DriversValue Creation OutcomeOur business value drivers ensure our business activities maximise value created for stakeholders.The risks inherent in our operating environment can also provide opportunities to create value. We understand these factors and how they affect our business ensuring we are best placed to manage risks whilst capitalising on opportunities to deliver long-term value to our stakeholders.Market disruption:Changing technology & increasing data collection.Sector consolidation:SME brokers increasingly need support of an aligned network & equity investment.Regulatory change and increasing stakeholder scrutinyCapacity risk:Strategic partners seeking enhanced returns by increasing premium and more selective risk appetite, in response to increased frequency and cost of claims.Highly competitive landscape for talent:Attracting and retaining customer centric talent whilst offering increasingly flexible work arrangements.Increasing cybersecurity riskSteadfast is the largest general insurance broker network and the largest group of underwriting agencies in Australasia. We have three business units focused on the intermediated general insurance market, being Steadfast Broker Network (in which we have an equity interest in 67 brokers), Steadfast Underwriting agencies and the complementary businesses division.Policies & customers: Protect businesses & consumers as a key component of risk mitigation against numerous perils and disasters.Broker services: Provides brokers with market-leading policy wordings for customers, global leading technology that continues to be refined and rolled out, providing efficient processes to administer risk management data transfer, training, service offering.427 Network insurance brokerages: Advising clients on risk management solutions, especially SME solutions and personal lines.28 Specialty underwriting agencies: Providing niche insurance products to the market.9 Complementary businesses: Leading technology, premium funding solutions, other specialty advisory lines supporting the broker network and underwriting agencies.We use a range of resources and relationships to create sustainable value.People:High calibre employees with key competen-cies and ethical behaviours in order to drive business performance. Product & advice:Steadfast suite of support servicesTechnology & data capabilities:Our leading technology provides clarity around alternative insurance solutions.Operational scale:The size and scale of our broker network and underwriting agencies and their underlying customers.A strong balance sheet: Access to debt & equity to execute our strategy and invest for sustainable earnings growth.Community & relationships:Localised relationships with local communities. Corporate Governance:Proactively managing risk within strongcorporate governance framework to create sustainable longer-term growth.Shareholder value:Continued focus on long-term value creation through astute use of funds to deliver growth in profits, dividends and capital value. Have achieved total shareholder return of 399.6% since listing.Customer value:Better outcomes for clients.• SCTP is a contestable digital marketplace generating improved pricing competition and coverage.• market leading policy wordings.• instant policy issue, maintenance & renewal, all on a market contestable basis.• efficiency of delivery for clients.Employee value:Investment in our people to increase employee engagement through cultural, behavioural and skills-based developmental initiatives to drive business growth. In FY22:• 78% employee engagement score.• 2,871 hours of training.Community value:Connecting and investing in our community to support our business and industry.• $497,700 donated to charitable causes.• $77.0 million income tax paid to the Australian Government. Steadfast Group Annual Report 2022 11
Our Operating EnvironmentOur Business ActivitiesOur Business Value DriversValue Creation OutcomeOur business value drivers ensure our business activities maximise value created for stakeholders.The risks inherent in our operating environment can also provide opportunities to create value. We understand these factors and how they affect our business ensuring we are best placed to manage risks whilst capitalising on opportunities to deliver long-term value to our stakeholders.Market disruption:Changing technology & increasing data collection.Sector consolidation:SME brokers increasingly need support of an aligned network & equity investment.Regulatory change and increasing stakeholder scrutinyCapacity risk:Strategic partners seeking enhanced returns by increasing premium and more selective risk appetite, in response to increased frequency and cost of claims.Highly competitive landscape for talent:Attracting and retaining customer centric talent whilst offering increasingly flexible work arrangements.Increasing cybersecurity riskSteadfast is the largest general insurance broker network and the largest group of underwriting agencies in Australasia. We have three business units focused on the intermediated general insurance market, being Steadfast Broker Network (in which we have an equity interest in 67 brokers), Steadfast Underwriting agencies and the complementary businesses division.Policies & customers: Protect businesses & consumers as a key component of risk mitigation against numerous perils and disasters.Broker services: Provides brokers with market-leading policy wordings for customers, global leading technology that continues to be refined and rolled out, providing efficient processes to administer risk management data transfer, training, service offering.427 Network insurance brokerages: Advising clients on risk management solutions, especially SME solutions and personal lines.28 Specialty underwriting agencies: Providing risk management products to the market.9 Complementary businesses: Leading technology, premium funding solutions, other specialty advisory lines supporting the broker network and underwriting agencies.We use a range of resources and relationships to create sustainable value.People:High calibre employees with key competen-cies and ethical behaviours in order to drive business performance. Product & advice:Steadfast suite of support servicesTechnology & data capabilities:Our leading technology provides clarity around alternative insurance solutions.Operational scale:The size and scale of our broker network and underwriting agencies and their underlying customers.A strong balance sheet: Access to debt & equity to execute our strategy and invest for sustainable earnings growth.Community & relationships:Localised relationships with local communities. Corporate Governance:Proactively managing risk within strongcorporate governance framework to create sustainable longer-term growth.Shareholder value:Continued focus on long-term value creation through astute use of funds to deliver growth in profits, dividends and capital value. Have achieved total shareholder return of 399.6% since listing.Customer value:Better outcomes for clients.• SCTP is a contestable digital marketplace generating improved pricing competition and coverage.• market leading policy wordings.• instant policy issue, maintenance & renewal, all on a market contestable basis.• efficiency of delivery for clients.Employee value:Investment in our people to increase employee engagement through cultural, behavioural and skills-based developmental initiatives to drive business growth. In FY22:• 78% employee engagement score.• 2,871 hours of training.Community value:Connecting and investing in our community to support our business and industry.• $497,700 donated to charitable causes.• $77.0 million income tax paid to the Australian Government. 12 Steadfast Group Annual Report 2022
Steadfast Group business units are primarily focused on the intermediated general insurance market. By working together, our business units empower Steadfast to serve our main goal – ensuring our brokers provide their clients with exceptional service and superior products.underwriting agenciesSteadfast Underwriting Agencies9 businessessupporting the Steadfast Network and Steadfast Underwriting Agencies including Steadfast Technologies (100% owned)Mixture of wholly owned, part-owned and joint venture businessesUnisonSteadfast2828 underwriting agenciesSteadfast GroupSteadfast Group was established in 1996 and is the largest general insurance broker network and the largest underwriting agency group in Australasia, with growing operations in Asia and Europe. We have grown the Steadfast Network to 427 brokerages (of which Steadfast Group has equity in 67), built a portfolio of 28 underwriting agencies and we have a 60% interest in the UnisonSteadfast network of 272 brokerages. Our business model is designed to allow us to achieve sustainable growth via our Network brokerages and the equity positions we hold within the Network. Our Steadfast Underwriting Agencies offer products to the entire broking market in Australasia and are also supported by the Steadfast Network. Our businessSteadfast Group has four business streams focused on servicing general insurance clients.Steadfast Group (listed on the ASX)Steadfast Broker Networkgeneral insurance brokerages with over 2,091 offices427Steadfast Group has equity holdings in67 brokeragesSteadfast Group has equity holdings in all Complementary businesses272Steadfast Group hasbrokers in UnisonSteadfast Network across 140 countries60% equity holding FY22 EBITA Mix
u Steadfast Brokers
u Underwriting Agencies
55%
45%
Steadfast Group’s
business model is
designed to allow us
to achieve underlying
EBITA diversification,
providing stable and
reliable financial
performance.
Steadfast Group Annual Report 2022 13
14 Steadfast Group Annual Report 2022
427Steadfast Broker NetworkWorldwide offi ce network (excluding UnisonSteadfast)AsiaUKNew ZealandWANTSAQLDNSWVICACTTASAs part of the largest general insurance broker network in Australasia, brokerages receive superior market access and exclusive products and services backed by the scale and expertise of the Group. This allows them to focus on servicing their clients’ insurance and risk management needs.21013404404114114525222255955931313213446461101234564.14.44.55.05.36.11 Excludes UnisonSteadfast$bn8.311FY22FY14FY15FY16FY17FY18FY19FY20FY21 Our clients
Steadfast Group is primarily focused on the SME market.
The SME market is advice-driven, which means that client
relationships are key to Steadfast Network brokers, and
the Underwriting Agencies that provide niche advice and
products for brokers.
These relationships ensure that the SME market is more
loyal than the sometimes fickle corporate market.
Diversified product offering and client base
Steadfast Network brokers and Underwriting Agencies
offer a diverse range of general insurance products to their
clients across Australasia. This diversity of product and
client base supports sustainable sales growth.
Diversified by client base
Diversified by product line
Diversified by geography
u Micro (Policy size <$650)
u Small Enterprise (Policy size
$650 - $5,000)
u Small Enterprise (Policy size
$5,000 - $50,000)
2%
28%
37%
u Medium Enterprise (Policy size
14%
$50,000 - $250,000)
u Corporate (Policy size
>$250,000)
u Retail
5%
14%
u Business pack
u Retail
u Commerical motor
u Professional risks
u Liability
u Commercial property & ISR
u Statutory covers
u Strata
u Rural & Farm
u Construction & engineering
u Other
17%
13%
12%
10%
9%
9%
8%
8%
5%
5%
5%
u VIC
u NSW
u QLD
u WA
u NZ
u SA
u TAS
u ACT
36%
25%
14%
11%
6%
4%
3%
1%
Steadfast Group Annual Report 2022 15
272brokerages140countries A global broker network to access new markets for the Steadfast Network via inbound and outbound insurance placements.Steadfast Group has a 60% stake in UnisonSteadfast which is one of the largest global networks of general insurance brokerages with 272 brokerages across 140 countries.
16 Steadfast Group Annual Report 2022
Steadfast Underwriting AgenciesSteadfast Underwriting Agencies is the largest underwriting agency group in Australasia.The agencies extend our intermediated general insurance distribution by offering brokers, inside and outside of the Steadfast Network, specialised products and capacity in niche markets.Steadfast Group has an equity stake in all 28 agencies.Our scale has led to better arrangements with insurers as well as back office cost savings. Investments in services and common IT systems are being made to create further value for our underwriting agencies.Steadfast Underwriting Agencies GWP ($m)$m1,3271,4801,1739147777453851451,775 Steadfast Group Annual Report 2022 17
Complementary businessesReReinsurance BrokersLifeOur insurTechSteadfast Technologies provides exclusive, market-leading technology to support broker and underwriting agency operations and underpins interactions with our insurer partners to support client outcomes.This technology positions us as a global leader in insurance technology (insurTech) and facilitates our strong market position.Steadfast Client Trading Platform (SCTP): a contestable digital marketplace - see diagram to the right, giving brokers access to domestic, commercial and strata policies offered by the insurers that connect to the platform, allowing comparisons of policies and prices on a single screen. Insight: back office system for brokers offering a single view of their business. UnderwriterCentral: underwriting agency management system which manages the entire policy lifecycle.Nine complementary businesses support the operations of the Steadfast Network and Steadfast Underwriting Agencies and collectively provide a positive EBITA contribution to the Steadfast group.ClientBack office systemSteadfast Client Trading PlatformContestable digital marketplaceInsurer partnersSteadfast Network BrokersSteadfast Underwriting Agencies 18 Steadfast Group Annual Report 2022
contestable digital marketplace generating greater pricing competition and improved coverage, as well as alignment of client and broker interests through fi xed commission rates. market-leading policy wordings. instant policy issue, maintenance and renewal, all on a market contestable basis. supported by Steadfast claims triage.SCTP benefi ts for clients:SCTP benefi ts for brokers: automated access to Steadfast Network for all policies placed on the platform. signifi cantly reduced technology and distribution costs. data analytics and market insights, live at all times. updated policy wordings, based on prior claims scenarios.SCTP benefi ts for insurers: automated market access to leading insurers. bespoke market-leading policies. fi xed commission, same for all insurers. in-depth data analytics. stimulates advisory discussions with clients on their insurance programs with major market players.Our insurTech continuedInsurer and underwriting agency partners on the SCTPBusiness pack Professional risksLiabilityCommercial property & ISRCommercial motorDomestic home,motor & landlordsStrataKey: indicates insurers joining SCTP product lines CY22FY233QCY22 Steadfast Group Annual Report 2022 19
Life $25bnPrivate health $26bnNon-intermediatedIntermediated ($31bn)Non-intermediated (direct) ($29bn)$111bnAustralianinsurancemarketSteadfast Network brokers CY21 GWP $10.5bn$31bnintermediatedmarketGeneral $60bnAustralian marketgross written premiumKey marketThe intermediated general insurance market consists of insurance brokers and underwriting agencies. Australia is Steadfast Group’s largest market, with intermediated gross written premium of $31 billion generated in calendar year 2021, of which our insurance broker network has a 34% share.We are a key distribution channel for our insurer partners as the Steadfast Network has a large and diverse client base across Australia.Over our 25 year history, Steadfast Group has developed strong relationships with carefully selected insurers, underwriting agencies, premium funding and strategic partners that support the Steadfast Network.Our partnersStrategic partner1 APRA Quarterly General Insurance Performance Statistics (March 2022), Steadfast Group and APRA Intermediated General Insurance Performance Statistics (December 2021)Major insurer partners Premium funding partners Board of Directors
20 Steadfast Group Annual Report 2022
Frank O'Halloran AM
Non-Executive Chair (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 from 1999 to
2000 and was inducted into the International Insurance Hall of Fame
in 2010. Frank received his AM for services to the insurance industry
and philanthropy.
Robert Kelly AM
Managing Director & CEO
Robert co-founded Steadfast and has over 52 years’ experience in the
insurance industry. He was voted the second 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, a Certified Insurance
Professional and a Graduate member of the Australian Institute of
Company Directors. Robert is the Chair of the ACORD Board and is also
a Director of ASX-listed Johns Lyng Group Limited and not-for-profit
organisation KidsXpress.
Vicki Allen
Non-Executive Director (independent)
Vicki has over 30 years of business experience across the financial
services and property sectors. She held senior executive roles at a
number of organisations including Trust Company, MLC Limited and
Lend Lease Corporation. Vicki is currently the Chair of the BT Funds
board, and a Non-Executive Director of Bennelong Funds Management.
She is a fellow of the Australian Institute of Company Directors.
Joan Cleary
Non-Executive Director (independent)
Joan has over 30 years' of finance and leadership experience in the
general insurance and reinsurance industry. She held senior executive
roles at a number of organisations in Australia and England including
QBE Insurance Group Limited, and GE’s London Market reinsurance
operations. Joan holds a Bachelor of Laws from the University of Exeter.
She is a Fellow of the Institute of Chartered Accountants in England
and Wales (ICAEW) and is a Graduate of the Australian Institute of
Company Directors.
David Liddy AM
Deputy Chair & Non-Executive Director (independent)
David has over 45 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 a Director of Emerchants
Limited. He is a a Fellow of the Australian Institute of Company Directors.
David received his AM for services to the banking and finance sectors
and the community of Queensland.
Gai McGrath
Non-Executive Director (independent)
Gai has over 35 years’ experience in the financial services and legal
industries, including 12 years with Westpac Group as General Manager
of Westpac’s retail banking businesses in Australia and New Zealand.
Gai is currently Chair of BT Super and Humanitix. She is a Director
of Genworth Mortgage Insurance Australia, HBF Health Limited and
Toyota Finance Australia. Gai is a Graduate of the Australian Institute of
Company Directors.
Anne O’Driscoll
Non-Executive Director (independent)
Anne has over 35 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 Chair of FINEOS
Corporation Holdings PLC and a Director of Infomedia Limited,
Commonwealth Insurance Limited and MDA National Insurance Pty
Ltd. She is also a Fellow of ANZIIF and a Graduate of the Australian
Institute of Company Directors.
Greg Rynenberg
Non-Executive Director (independent)
Greg has over 40 years’ of experience in the insurance broking industry,
with 36 years spent running his own business, East West Group. East
West Group is a Steadfast Network Broker not owned by Steadfast.
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.
Steadfast Group Annual Report 2022 21
Senior Management Team
Robert Kelly AM
Managing Director & CEO
Stephen Humphrys
Chief Financial Officer
Samantha Hollman
Chief Operating Officer
Robert co-founded Steadfast and
has over 52 years’ experience
in the insurance industry. He
was voted the second 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, a Certified Insurance
Professional, Graduate member
of the Australian Institute of
Company Directors and is the
Chair of the ACORD Board in
New York. Robert is also a
Director of ASX-listed Johns Lyng
Group Limited and not-for-profit
organisation KidsXpress.
Stephen joined Steadfast in 2013
and has over 30 years’ experience
as a Chartered Accountant
and extensive experience in
acquisitions, integration of
networks and developing
businesses. As Managing Director
of Moore Stephens Sydney for
10 years and Chair of Moore
Stephens Australasia for three,
Stephen played a key role in
placing Moore Stephens into
the top 10 accounting firms in
Australia. Stephen is a Fellow
of Australia and New Zealand
Chartered Accountants.
Samantha has over 25 years'
experience in the insurance
industry including 21 years at
Steadfast. She was promoted
to COO in September 2016 to
direct and manage operational
activities of the organisation and
to ensure the implementation of
the overall strategy. Samantha
works closely with the Managing
Director & CEO and the Board
to implement strategic initiatives
for the Group on a national
and international level. Samantha
sits on the UnisonSteadfast
Supervisory Board.
Allan Reynolds
Executive General Manager
Asia, New Zealand
& Domestic
Allan joined Steadfast in 2002, and
in April 2015 took on the Domestic,
New Zealand & Singapore
portfolios. With a background
in product development and
distribution, corporate strategy
and portfolio management, Allan
has more than 45 years'
experience in general insurance.
He holds a Diploma of Business
Studies (Insurance), is a Certified
Insurance Professional and is a
Fellow, honorary member and
former Chair of ANZIIF.
Nick Cook
Executive General Manager
Partners, Broker Services
& Agencies
Nick, who joined Steadfast in
February 2015, had over 15 years’
experience at Zurich Financial
Services, including three as the
Head of Customer & Proposition
Development and nine years as
a distribution manager. He is a
member of the NIBA Board and
an Associate ANZIIF member. He
has graduated from both the
AGSM Leadership Program and
the Prosci Organizational Change
Management Program.
Peter Roberts
Executive General Manager
Business Solutions
John O'Herlihy
Executive General Manager
– Operations & Acquisitions
Jeff Papps
Executive General Manager
– Operations & Acquisitions
Peter joined Steadfast in 2013
and focuses on back office
outsourcing opportunities for the
Group. He was also Managing
Director of White Outsourcing
until stepping down on 30 June
2016 to concentrate on his role at
Steadfast Business Solutions. Peter
has over 25 years’ experience
in accounting and back office
services to the financial services
sector, is a member of Australia
and New Zealand Chartered
Accountants, and commenced his
career in accounting with KPMG.
Peter is a company secretary
of Steadfast.
John joined Steadfast in 2012
and is joint lead of the
Operations and Acquisitions team.
Having completed his professional
accounting training with KPMG
in 1996, John has spent over
15 years working within the
insurance industry. During this
time he has held a number of
senior finance and operational
roles in both North America and
Australia specialising in corporate
transactions. John is a Fellow
of the Institute of Chartered
Accountants Ireland.
Jeff joined Steadfast in 2012 and
is joint lead of the Operations and
Acquisitions team. Prior to joining
Steadfast, Jeff worked for PwC
specialising in financial services.
After transferring from London
to Sydney in 1998, he focused
on mergers and acquisitions,
leading domestic and cross border
transactions and listings across
Australia, Asia, Europe and North
America. Jeff is a Member of
the ICAEW.
22 Steadfast Group Annual Report 2022
Duncan Ramsey
General Counsel
Duncan joined Steadfast in June
2014 after 20 years at QBE
where he was Group General
Counsel and Company Secretary.
Duncan's career commenced in
1986 with Freehills in Sydney. He
holds degrees in commerce and
law, and a graduate certificate
in applied risk management.
Duncan is a Fellow of ANZIIF
and the Governance Institute of
Australia, as well as a graduate
of the Australian Institute of
Company Directors.
Linda Ellis
Group Company Secretary
& Corporate Counsel
Martyn Thompson
Executive General Manager
– Corporate Development
Linda is Group Company
Secretary & Corporate Counsel
at Steadfast Group Limited and
has been part of the Executive
team since 2013. Before joining
Steadfast, she specialised in
mergers and acquisitions and
worked in Sydney and London
at global law firms. Linda is
a Graduate member of the
Australian Institute of Company
Directors, holds a BEc and LLB
(Hons I) from The University of
Sydney and is on the advisory
board of Heads Over Heels.
Martyn joined Steadfast with
over 35 years’ experience as an
Insurance Broker, the previous
29 years working in senior
roles for the global Broker,
Willis Towers Watson. During this
tenure he was National Client
Service Director responsible for
implementing service platforms
and standards across the network
including providing risk and
insurance solutions to many
ASX companies, government and
Multi-National organisations. He is
a Senior Associate ANZIIF, holds
a Diploma of Financial Services
and a Graduate Certificate in
Business Administration.
Sheila Baker
Executive General
Manager, Compliance and
Customer Experience
Sheila Baker joined Steadfast
in October 2020, following our
purchase of Goldseal, which
specialised in the provision of
Compliance, HR and Training and
Education Services. Sheila has
been involved in Goldseal since its
establishment and has in excess
of 20 years of experience in the
capacity of service provision to the
broking sector.
Chris Rouse
Executive General Manager
- Technology
Chris joined Steadfast in 2020,
and has over 20 years of
experience working in senior IT
management, technology, audit
and cybersecurity roles. Prior to
joining Steadfast, Chris was the
Chief Information Officer at Law
In Order working on projects
such as the Royal Commission
into Misconduct in the Banking,
Superannuation and Financial
Services Industry. He is a Certified
Information Systems Security
Professional (CISSP) and member
of both ISC2 and ISACA.
Steadfast Group Annual Report 2022 23
24 Steadfast Group Annual Report 2022
As part of our culture, a commitment to doing the right thing and acting responsibly are key planks of our commitment to CSR and ESG standards. Corporate and Social Responsibility and
Environmental, Social and Governance
Our approach to Corporate
and Social Responsibility (CSR),
Environmental, Social and
Governance (ESG)
Steadfast’s long-term sustainability is enhanced by our
CSR program and by our focus on ESG considerations. Our
Board and our People, Culture & Governance Committee,
consider that CSR and ESG are the foundations of acting
in the best interests of our shareholders as we continue to
develop our long-term sustainability as a business.
We think about the long-term success of our business
from the perspectives of our shareholders, our people,
customer advocacy, the environment and contributing to
our communities.
As part of our culture, our focus on doing the right thing
and acting responsibly is a key plank of our commitment
to CSR and ESG standards. In the process, we strive to:
engage our people by demonstrating that we care
about them and the issues that are important to them.
make our businesses feel proud of being part of the
Steadfast Group.
maintain a culture that is ethical and responsible.
make a positive impact in our communities.
have better long-term sustainability and performance in
the best interests of our stakeholders.
Steadfast Group Annual Report 2022 25
CSR and ESG Our CSR Framework
We have considered how we can help make a difference to some of the world's most pressing environmental and
social challenges. Given the nature of our business and our sphere of influence, we are focusing on five United Nations
Sustainable Development Goals (UN SDGs) which are aligned with our business and culture, and against which we feel
we can have most impact.
26 Steadfast Group Annual Report 2022
Our actions in relation to the identified UN SDGs are set out below.
Decent Work and Economic Growth
Insurance is a key factor in enabling
sustainable economic growth. We provide
advice for insurance products supporting
workers continuing their employment through
our workers’ compensation solutions business,
accident & health solutions and life insurance
solutions. Our support for Indigenous people
aims to provide opportunities for work
and growth.
our brokers and their clients.
industry engagement & leadership.
Reconciliation Action Plan.
human rights and modern slavery.
Jobsupport employer.
Climate Action
Our relationship with Sustainability Ambassador,
Tim Jarvis AM, provides Steadfast with
an opportunity to contribute to addressing
climate change and the transition to a lower-
carbon economy.
Steadfast Sustainability Ambassador: Tim
Jarvis AM.
Carbon-neutral Transition Plan.
Green travel policy.
Green energy.
Carbon offsetting.
Flame Security International.
No Poverty
Insurance protects individuals and businesses
when disaster strikes, providing a safety net
against poverty and building financial wellbeing.
Our brokers and underwriting agencies are proud
to provide their clients with insurance solutions
and advice.
our brokers, underwriting agencies and
their clients.
Steadfast Foundation.
Good Health and Wellbeing
Steadfast is committed to good health and
wellbeing outcomes for our people and much
of our charity giving is directed to improving
health outcomes in our community.
employee attraction, retention
and engagement.
health, safety & wellbeing.
Steadfast Graduate Program.
Steadfast Foundation.
Gender Equality
We are committed to gender equality as a sound
business practice and because it is the right
thing to do. Diversity, equity and inclusion are
important in our business. We also promote
gender equality through supporting initiatives
outside Steadfast.
Woman in Leadership target.
Champions of Change.
Diversity, equity & inclusion committee.
Heads Over Heels.
Dive In Festival.
Woman in Insurance.
Wear it Purple.
Steadfast Group Annual Report 2022 27
Environmental
In recognition of the issues arising from climate
change, Steadfast announced its intention to
publish a scope 1 & 2 carbon-neutral transition plan
by the end of 2022.
Steadfast, being a services-based business with
Green Travel Policy
operations in local communities, has a relatively small
Steadfast recognises that travel, especially air travel, has
environmental footprint and a limited exposure to supply
a direct impact on the environment. We are committed
chain risks. Steadfast recognises that climate change,
to reducing the need for unnecessary business travel
together with increased urbanisation, continues to be a
and encouraging the use of more sustainable forms of
global risk and a material issue for the insurance industry,
transport across our operations.
including insurers, customers and the whole economy.
Our Green Travel Policy seeks to embed some of the
Carbon-neutral transition plan update
Covid adjustments we have made to the way we do
Building on Steadfast’s recognition of climate change,
business, including the use of virtual meetings. This
Steadfast has announced the intention to publish a
drives a reduction in our environmental impact and helps
carbon-neutral transition plan by the end of 2022.
reduce our environmental impact associated with work-
related travel.
28 Steadfast Group Annual Report 2022
EnvironmentalBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022.Steadfast, being a services-based business with operations in local communities, has a relatively small environmental footprint and a limited exposure to supply chainrisks.Wedohoweverrecognisethatclimatechange, together with increased urbanisation, is a global risk and is a material risk for the insurance industry, including insurers’ operations, customers and the whole economy. Climate change may increase the frequency and severity of acute weather-related events such as floods,bushfiresand storms, as well as changes such as rising sea levels, increased heatwaves and droughts.Carbon-neutral transition plan updateBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022. To position Steadfast to announce our carbon-neutral transition plan we have: [insert timeline diagram]Emissions boundary establishedUnder the Greenhouse Gas Protocol guidance, there are three options to calculating a company’s emissions footprint.These are equity share, operational control and financial control.Steadfast has opted to calculate its emissions using the Operational Control approach, as our business model means Steadfast does not exercise a consistent level of control or influence over its network, underwriting agencies and complementary businesses.This also aligns with Australia’s National Greenhouse Energy and Reporting (NGER) boundary requirements.Emission baseline establishedSteadfast’s FY21 emissions baseline forms the basis for an emission reduction target to be developed. The preliminary results are set out below:ScopeResult (tCO2e)Percentage of total scope 1, 2 & 3 emissions124 tCO2e0.3%2516 tCO2e6.7%37,189 tCO2e93.0%Energy efficiencySteadfast uses green energy in our head office in Bathurst St, Sydney and our Melbourne office. This use of green energy reduced our carbon emissions by 144 tCO2e in FY21.Green Travel PolicySteadfast recognises that travel, especially air travel, has a direct impact on the environment. We are committed to reducing the need for unnecessary business travel and encouraging the use of more sustainable forms of transport across our operations.Our Green Travel Policy seeks to embed some of the Covid adjustments we have made to the way we do business,includingtheuseofvirtualmeetings,thatdrives a reduction in our environmental impact and to help reduce our environmental impact associated with work-related travel.Carbon offsettingSteadfast demonstrates our commitment to minimising the impact we have on the environment by offsettingthe carbon emissions for our corporate travel. This year Steadfast purchased xx carbon offsets, for the corporate travel undertaken across the Group. We direct our carbon offsetting to support local communities in Africa with a focus on empowering women and addressing the effectsof climate change on communities there.Strategic investment in Flame Security International[insert logo and image]Steadfast has made a strategic investment which reinforces our shared vision with Flame Security 02EnvironmentalBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022.Steadfast, being a services-based business with operations in local communities, has a relatively small environmental footprint and a limited exposure to supply chainrisks.Wedohoweverrecognisethatclimatechange, together with increased urbanisation, is a global risk and is a material risk for the insurance industry, including insurers’ operations, customers and the whole economy. Climate change may increase the frequency and severity of acute weather-related events such as floods,bushfiresand storms, as well as changes such as rising sea levels, increased heatwaves and droughts.Carbon-neutral transition plan updateBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022. To position Steadfast to announce our carbon-neutral transition plan we have: [insert timeline diagram]Emissions boundary establishedUnder the Greenhouse Gas Protocol guidance, there are three options to calculating a company’s emissions footprint.These are equity share, operational control and financial control.Steadfast has opted to calculate its emissions using the Operational Control approach, as our business model means Steadfast does not exercise a consistent level of control or influence over its network, underwriting agencies and complementary businesses.This also aligns with Australia’s National Greenhouse Energy and Reporting (NGER) boundary requirements.Emission baseline establishedSteadfast’s FY21 emissions baseline forms the basis for an emission reduction target to be developed. The preliminary results are set out below:ScopeResult (tCO2e)Percentage of total scope 1, 2 & 3 emissions124 tCO2e0.3%2516 tCO2e6.7%37,189 tCO2e93.0%Energy efficiencySteadfast uses green energy in our head office in Bathurst St, Sydney and our Melbourne office. This use of green energy reduced our carbon emissions by 144 tCO2e in FY21.Green Travel PolicySteadfast recognises that travel, especially air travel, has a direct impact on the environment. We are committed to reducing the need for unnecessary business travel and encouraging the use of more sustainable forms of transport across our operations.Our Green Travel Policy seeks to embed some of the Covid adjustments we have made to the way we do business,includingtheuseofvirtualmeetings,thatdrives a reduction in our environmental impact and to help reduce our environmental impact associated with work-related travel.Carbon offsettingSteadfast demonstrates our commitment to minimising the impact we have on the environment by offsettingthe carbon emissions for our corporate travel. This year Steadfast purchased xx carbon offsets, for the corporate travel undertaken across the Group. We direct our carbon offsetting to support local communities in Africa with a focus on empowering women and addressing the effectsof climate change on communities there.Strategic investment in Flame Security International[insert logo and image]Steadfast has made a strategic investment which reinforces our shared vision with Flame Security 02EnvironmentalBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022.Steadfast, being a services-based business with operations in local communities, has a relatively small environmental footprint and a limited exposure to supply chainrisks. We do however recognisethatclimate change, together with increased urbanisation, is a global risk and is a material risk for the insurance industry, including insurers’ operations, customers and the whole economy. Climate change may increase the frequency and severity of acute weather-related events such as floods, bushfires and storms, as well as changes such as rising sea levels, increased heatwaves and droughts.Carbon-neutral transition plan updateBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022. To position Steadfast to announce our carbon-neutral transition plan we have: [insert timeline diagram]Emissions boundary establishedUnder the Greenhouse Gas Protocol guidance, there are three options to calculating a company’s emissions footprint.These are equity share, operational control and financial control.Steadfast has opted to calculate its emissions using the Operational Control approach, as our business model means Steadfast does not exercise a consistent level of control or influence over its network, underwriting agencies and complementary businesses.This also aligns with Australia’s National Greenhouse Energy and Reporting (NGER) boundary requirements.Emission baseline establishedSteadfast’s FY21 emissions baseline forms the basis for an emission reduction target to be developed. The preliminary results are set out below:ScopeResult (tCO2e)Percentage of total scope 1, 2 & 3 emissions124 tCO2e0.3%2516 tCO2e6.7%37,189 tCO2e93.0%Energy efficiencySteadfast uses green energy in our head office in Bathurst St, Sydney and our Melbourne office. This use of green energy reduced our carbon emissions by 144 tCO2e in FY21.Green Travel PolicySteadfast recognises that travel, especially air travel, has a direct impact on the environment. We are committed to reducing the need for unnecessary business travel and encouraging the use of more sustainable forms of transport across our operations.Our Green Travel Policy seeks to embed some of the Covid adjustments we have made to the way we do business,includingtheuseofvirtualmeetings,thatdrives a reduction in our environmental impact and to help reduce our environmental impact associated with work-related travel.Carbon offsettingSteadfast demonstrates our commitment to minimising the impact we have on the environment by offsettingthe carbon emissions for our corporate travel. This year Steadfast purchased xx carbon offsets, for the corporate travel undertaken across the Group. We direct our carbon offsetting to support local communities in Africa with a focus on empowering women and addressing the effectsof climate change on communities there.Strategic investment in Flame Security International[insert logo and image]Steadfast has made a strategic investment which reinforces our shared vision with Flame Security International(FSI)toaddressandimprovetheresilienceof homes, business and community assets against fires. Fire 02EnvironmentalBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022.Steadfast, being a services-based business with operations in local communities, has a relatively small environmental footprint and a limited exposure to supply chainrisks.Wedohoweverrecognisethatclimatechange, together with increased urbanisation, is a global risk and is a material risk for the insurance industry, including insurers’ operations, customers and the whole economy. Climate change may increase the frequency and severity of acute weather-related events such as floods,bushfiresand storms, as well as changes such as rising sea levels, increased heatwaves and droughts.Carbon-neutral transition plan updateBuilding on Steadfast’s recognition of climate change, Steadfast has announced the intention to publish a carbon-neutral transition plan by the end of 2022. To position Steadfast to announce our carbon-neutral transition plan we have: [insert timeline diagram]Emissions boundary establishedUnder the Greenhouse Gas Protocol guidance, there are three options to calculating a company’s emissions footprint.These are equity share, operational control and financial control.Steadfast has opted to calculate its emissions using the Operational Control approach, as our business model means Steadfast does not exercise a consistent level of control or influence over its network, underwriting agencies and complementary businesses.This also aligns with Australia’s National Greenhouse Energy and Reporting (NGER) boundary requirements.Emission baseline establishedSteadfast’s FY21 emissions baseline forms the basis for an emission reduction target to be developed. The preliminary results are set out below:ScopeResult (tCO2e)Percentage of total scope 1, 2 & 3 emissions124 tCO2e0.3%2516 tCO2e6.7%37,189 tCO2e93.0%Energy efficiencySteadfast uses green energy in our head office in Bathurst St, Sydney and our Melbourne office. This use of green energy reduced our carbon emissions by 144 tCO2e in FY21.Green Travel PolicySteadfast recognises that travel, especially air travel, has a direct impact on the environment. We are committed to reducing the need for unnecessary business travel and encouraging the use of more sustainable forms of transport across our operations.Our Green Travel Policy seeks to embed some of the Covid adjustments we have made to the way we do business,includingtheuseofvirtualmeetings,thatdrives a reduction in our environmental impact and to help reduce our environmental impact associated with work-related travel.Carbon offsettingSteadfast demonstrates our commitment to minimising the impact we have on the environment by offsettingthe carbon emissions for our corporate travel. This year Steadfast purchased xx carbon offsets, for the corporate travel undertaken across the Group. We direct our carbon offsetting to support local communities in Africa with a focus on empowering women and addressing the effectsof climate change on communities there.Strategic investment in Flame Security International[insert logo and image]Steadfast has made a strategic investment which reinforces our shared vision with Flame Security International(FSI)toaddressandimprovetheresilienceof homes, business and community assets against fires. Fire 02Completed head offi ce carbon emissions review, adoptedthe use of green energy in head offi ce, implemented green travel policy.Built upon the current scope 1 & 2 GHG inventory. Established scope 3 GHG inventory. Identifi ed key carbon abatement opportunities for the emissions identifi ed.Identifi ed appropriatereporting boundaries and data fl ows.Identifi ed appropriate emission reduction targets for Steadfast.Undertaken an initial scope 3 screening & identifi ed the material sources to estimate the emissions’ size. To position Steadfast to announce our carbon-neutral transition plan we have:
Emission baseline established
Emissions boundary established
Steadfast’s FY21 emissions baseline forms the basis for
Under the Greenhouse Gas Protocol guidance, there
Steadfast's scope 1 & 2 carbon neutrality target to
are three options to calculating a company’s emissions
be developed. The preliminary results are estimated
footprint. These are equity share, operational control and
emissions and have been calculated in alignment with
financial control.
GHG Protocol. The results are set out below:
Steadfast has opted to calculate its emissions using the
Scope Result (tCO2e)
Percentage of total scope 1, 2 &
3 emissions
means Steadfast does not exercise a consistent level
of control or influence over its network, underwriting
Operational Control approach, as our business model
1
2
3
24 tCO2e
516 tCO2e
7,189 tCO2e
0.3%
6.7%
93.0%
Steadfast will continue to improve our data collection and
aggregation. Given the apportioned emissions to scope
3, Steadfast is continuing to understand the options to
reduce our scope 3 impact.
Energy efficiency
agencies and complementary businesses.
This also aligns with Australia’s National Greenhouse
Energy and Reporting (NGER) boundary requirements.
Carbon offsetting
Steadfast demonstrates our commitment to minimising
the impact we have on the environment by offsetting
the carbon emissions for our corporate travel. This year
Steadfast purchased 228 carbon offsets for the corporate
travel undertaken across the Group. We direct our carbon
Steadfast uses green energy in our head office in Bathurst
offsetting to a local project "Cool Fire - Australia" through
Street, Sydney and our Melbourne office. This use of
Tasman Environmental Markets.
green energy reduced our carbon emissions by 144 tCO2e
in FY21.
Our Green Travel Policy seeks to drive a reduction in
our environmental impact.
Steadfast Group Annual Report 2022 29
Strategic investment in Flame Security International
Steadfast has made a strategic investment in Flame
Security International (FSI) which shares our vision
in addressing and improving the resilience of homes,
business and community assets against fires. Fire is a
global threat. FSI has developed a range of fire protection
solutions that are safe for humans and the environment
whilst being highly effective in preventing and protecting
against fire. FSI’s range of fire prevention and protection
technologies in fire, defence and solar, effectively reduce
the harm caused by fire threats against communities and
the environment.
FSI is dedicated to eco-friendly fire retardant products
that use non-toxic materials which are not harmful to
the environment and are produced using eco-friendly
production processes and sustainable materials. Through
our investment in FSI, we want to bring a new option to
our risk management offerings to the broker network and
their clients while building resilience measures to protect
people, structures and the environment from fire threats,
insurance coverage challenges and consequent increases
in insurance premiums.
FSI containment line test - simulated straw fire with one section
treated with a FSI-Defended product
30 Steadfast Group Annual Report 2022
Steadfast’s Sustainability Ambassador, Tim Jarvis AM
Tim Jarvis AM is a polar explorer, environmental scientist,
author, public speaker and film maker. Tim holds Masters
degrees in environmental science and environmental law
and was conferred a Member of the Order of Australia
(AM) for services to the environment, community and
exploration in the 2010 Australian honours list. In
2013, Tim successfully recreated Sir Ernest Shackleton's
epic crossing of the Southern Ocean and was voted
Conservationist of the Year in 2016 by the Australian
Geographic Society.
Using his extensive knowledge and experience, he
provides Steadfast businesses with regular commentary
on the current state and future outlook of environmental
sustainability, particularly in relation to the impact of
current environmental events. He provides an objective
analysis and broad perspective on environmental issues
and offers pragmatic insight to progress thinking in
this area.
Landcare Australia sponsorship
As a leader in the environmental sector and in recognition
of the success Landcare Australia has achieved in
its efforts to improve biodiversity, build resilience in
Australia’s food and farming systems, and create stronger
communities, Steadfast continued its commitment to
Landcare this year and sponsored the 2022 National
Landcare Awards.
We consider social
sustainability from
the perspectives of
our shareholders, our
people, customer
advocacy, the
environment and
contributing to
our communities.
Social
Our culture and values
A strong culture, grounded in integrity and accountability,
is essential to the achievement of our purpose, vision and
strategy. Culture is key to ensuring that how we go about
doing our work and is just as important as what gets
achieved. All our people undertake training on the
standards of behaviour that are expected and these are
also encapsulated in our corporate governance policies
such as our Code of Conduct. All our people have
objectives on culture and values and the Board has
charged the senior management team with the
responsibility for setting the tone from the top in all
aspects of their interactions and work.
Our brokers and their clients
We prioritise what matters to our brokers and strive to
deliver an outstanding broker service to enable Steadfast
Network brokers to thrive.
Our SCTP provides Steadfast brokers and their clients with
choice across leading insurers and ‘best in class’ product
wordings. The SCTP provides real time, full policy life cycle
capability. This ensures our brokers can provide clients
with insurance solutions from a range of insurers quickly
and efficiently.
Steadfast Group Annual Report 2022 31
Diversity, Equity and Inclusion
The DE&I committee has sought to embed DE&I
Diversity, equity and inclusion (DE&I) is integral to the
importance by regular promotion in all staff update
success of Steadfast Group. Steadfast believes that we
forums, showcasing initiatives at employee inductions
perform better as a business with diverse people and an
and encouraging managers to promote the committee’s
inclusive culture. It helps us attract, retain and motivate
work to their teams.
the best people.
As part of our ongoing commitment to the enhancement
We strive to continually foster a workplace where
of our gender diversity, Steadfast previously set an
individuals feel safe, valued and encouraged to be their
aspirational target for Women in Leadership of 45% by
true selves every day. We aim to create a diverse
2024. We believe this better aligns our business with the
work environment in which everyone is treated fairly
diversity within our society. This year we exceeded that
and with respect and where everyone feels responsible
target with females in leadership roles increasing from
for the reputation and performance of Steadfast.
40% to 46% in FY22.
The Board and management believe that Steadfast’s
commitment to diversity and inclusion contributes to
achieving Steadfast’s corporate objectives and embeds
the importance and value of diversity within the culture
of Steadfast.
We do not tolerate discrimination, harassment or
vilification and employees undertake annual training
supporting our commitment to inclusion. During the year
our senior managers undertook training in unconscious
bias, helping them to recognise, understand and mitigate
the effects of unconscious bias both at an individual and
a corporate level, allowing them to make better decisions
that will drive improved performance.
Steadfast’s DE&I Strategy and its Diversity Policy focus on
gender, LGBTQIA+ and disability. By surveying our people,
we established that they are passionate about these areas
and the experiences in the workplace that they shared
helped shape the framework of DE&I at Steadfast.
Steadfast continued to support Heads over Heels - an
organisation that creates opportunities for women in
leadership positions through business connections. For
the 2022 Dive In Festival, Steadfast engaged Joanna
Ferrari, to discuss the topic “Active Allyship”.
Furthermore, Steadfast continued our support of
the employment service for people with moderate
intellectual disability through the government
organisation, Jobsupport. We currently have two
Jobsupport employees.
Steadfast offers flexible work practices to assist our
people to live balanced lives. We have training programs
to prepare our people, particularly those we have
identified as high potential, for senior positions and
we actively create opportunities, such as appointing
them to boards within the Steadfast Group, to assist
professional development.
We are proud of our increasing gender, ethnic and age
diversity and are committed to inclusion at all levels.
32 Steadfast Group Annual Report 2022
Gender
We are committed to gender diversity at all levels
Non-executive directors
Senior executives
Group-wide leadership
u Male
u Female
50%
50%
u Male
u Female
69%
31%
u Male
u Female
54%
46%
Group-wide employees
Promotions and transfers
Participants in our manager
development program
u Male
u Female
52%
48%
u Male
u Female
54%
46%
u Male
u Female
48%
52%
Ethnicity & Age
Steadfast has considerable ethnic and age diversity
Head office employees
place of birth
Workforce language
diversity
Age Diversity
u Born outside Australia
u Born in Australia
42%
58%
u Non-english speaking
29%
background
u English speaking background
71%
u Under 35 years old
u Between 35 and 44 years old
u Over 44 years old
35%
32%
33%
Steadfast Group Annual Report 2022 33
Support for Aboriginal & Torres Strait Islander peoples
continued our compulsory cultural awareness training
Reconciliation Action Plan
program for all staff to help educate staff on
In March 2022, Steadfast launched the second phase
Aboriginal and Torres Strait Islander cultures and
of our Reconciliation Action Plan (RAP) called Innovate.
histories and perceptions of Aboriginal and Torres Strait
Steadfast has developed an Innovate RAP because we
Islander peoples.
want to make a difference to pressing challenges faced by
liaised with other businesses to share our knowledge
Aboriginal and Torres Strait Islander peoples.
and benefit from their experience.
We committed to the development of our second RAP as
part of our broader commitment to DE&I. Our growing
continued our relationship with Reconciliation Australia
and reported to them on our activities.
awareness of the place of Aboriginal and Torres Strait
Our RAP commitment lays the foundations for us to
Islander peoples in this country’s history, and as Australia’s
establish meaningful and long-term relationships and
First Nations people, makes it imperative that we focus
contribute to reconciliation in a structured, relevant and
specifically on further developing our RAP.
respectful way.
Having completed our first RAP called Reflect in 2021, we
We intend to support Aboriginal and Torres Strait Islander
wanted to formalise our commitment and hold ourselves
peoples by creating job opportunities to build a strong
accountable for what we say we will do for the next stage
professional career within our industry of insurance
of our reconciliation journey.
distribution. These opportunities can provide individuals
Some of the initiatives we have implemented to raise
awareness and encourage a deeper understanding of
Aboriginal and Torres Strait Islander peoples include:
implemented protocols for Acknowledgment of
Country and Welcome to Country.
maintained a hub of resources for staff to access
to better understand Aboriginal and Torres Strait
and their families with financial stability and a solid
platform to use their abilities, protect families and
communities and contribute to our country.
Steadfast’s Summer Intern Program offers six roles to
school leavers each year, and of the six roles, two
are reserved for First Nations peoples as part of the
Steadfast RAP.
Islander cultures and histories. Issued numerous
Download the Steadfast Reconciliation Action Plan here.
communications to staff to raise awareness of it.
recognised and celebrated NAIDOC Week and National
Reconciliation Week.
hosted a private screening for staff of the film ‘Mabo’ to
mark National Reconciliation week in June 2022.
maintained partnerships with four Aboriginal and Torres
Strait Islander organisations.
34 Steadfast Group Annual Report 2022
Support for Aboriginal & Torres Strait Islander peoplesReconciliation Action PlanIn March 2022, Steadfast launched the second phase of our Reconciliation Action Plan (RAP) called Innovate. Steadfast has developed an Innovate RAP because we want to make a difference to pressing challenges faced by Aboriginal and Torres Strait Islander peoples. Having completed our first RAP, we want to formalise our commitment and hold ourselves accountable for what we say we will do for the next stage of our reconciliation journey.We committed to the development of our second RAP as part of our broader commitment to diversity, equity and inclusion. Our growing awareness of the place of Aboriginal and Torres Strait Islander peoples in this country’s history, and as Australia’s First Nations people, makes it imperative that we turn our focus specifically on our RAP.Having completed our first RAP called Reflect in 2021, we wanted to formalise our commitment and hold ourselves accountable for what we say we will do for the next stage of our reconciliation journey.Some of the initiatives we have implemented to raise awareness and encourage a deeper understanding of Aboriginal and Torres Strait Islander peoples include:Implemented protocols for Acknowledgment of Country and Welcome to Country.Maintained a hub of resources for staff to access to better understand Aboriginal and Torres Strait Islander cultures and histories.Recognised and celebrated NAIDOC Week and National Reconciliation Week.Numerous communications with staff to raise awareness of Aboriginal and Torres Strait Islander cultures and histories.Hosted a private screening for staff of the film ‘Mabo’ to mark National Reconciliation week in June 2022.Maintained partnerships with 4 Aboriginal and Torres Strait Islander organisations.Continued our compulsory cultural awareness training program for all staff to help educate staff on Aboriginal and Torres Strait Islander cultures and histories and perceptions of Aboriginal and Torres Strait Islander peoples.Liaised with other businesses to share our knowledge and benefit from their experience.Continued our relationship with Reconciliation Australia and reported to them on our activities.Our RAP commitment lays the foundations for us to establish meaningful and long-term relationships and contribute to reconciliation in a structured, relevant and respectful way. [insert innovate RAP diagram]We intend to support Aboriginal and Torres Strait Islander peoples by creating job opportunities within our industry of insurance distribution – a growing, dynamic, multi-faceted financial services sector in which individuals can thrive and build a strong professional career. These opportunities can provide individuals and their families with financial stability and a solid platform to use their abilities, protect families and communities and contribute to our country.Steadfast’s Summer Intern Program offers six roles to school leavers each year, and of the six roles, two are reserved for First Nations peoples as part of the Steadfast RAP.Download the Steadfast Reconciliation Action Plan here.Indigenous Talent Program sponsorshipUnderwriting Agencies of Australia (UAA), a Steadfast business, is in its eigth year of sponsoring the annual Indigenous Talent Program to ‘unearth’ local Indigenous talent from the Central Coast region and provide scholarships to CCAS sports programs, as a platinum partner of Central Coast Academy of Sport.The scholarships provide a localised training environment for eligible aspiring Aboriginal and Torres Strait Islander youth to access quality development opportunities and support for a number of sports. In 2022, UAA provided xx scholarships. UAA are very proud of all the scholarship participants and happy to see that what they are doing is making a difference in the local community.05Our Innovate RAP ActionsSupport for Aboriginal & Torres Strait Islander peoplesReconciliation Action PlanIn March 2022, Steadfast launched the second phase of our Reconciliation Action Plan (RAP) called Innovate. Steadfast has developed an Innovate RAP because we want to make a difference to pressing challenges faced by Aboriginal and Torres Strait Islander peoples. Having completed our first RAP, we want to formalise our commitment and hold ourselves accountable for what we say we will do for the next stage of our reconciliation journey.We committed to the development of our second RAP as part of our broader commitment to diversity, equity and inclusion. Our growing awareness of the place of Aboriginal and Torres Strait Islander peoples in this country’s history, and as Australia’s First Nations people, makes it imperative that we turn our focus specifically on our RAP.Having completed our first RAP called Reflect in 2021, we wanted to formalise our commitment and hold ourselves accountable for what we say we will do for the next stage of our reconciliation journey.Some of the initiatives we have implemented to raise awareness and encourage a deeper understanding of Aboriginal and Torres Strait Islander peoples include:Implemented protocols for Acknowledgment of Country and Welcome to Country.Maintained a hub of resources for staff to access to better understand Aboriginal and Torres Strait Islander cultures and histories.Recognised and celebrated NAIDOC Week and National Reconciliation Week.Numerous communications with staff to raise awareness of Aboriginal and Torres Strait Islander cultures and histories.Hosted a private screening for staff of the film ‘Mabo’ to mark National Reconciliation week in June 2022.Maintained partnerships with 4 Aboriginal and Torres Strait Islander organisations.Continued our compulsory cultural awareness training program for all staff to help educate staff on Aboriginal and Torres Strait Islander cultures and histories and perceptions of Aboriginal and Torres Strait Islander peoples.Liaised with other businesses to share our knowledge and benefit from their experience.Continued our relationship with Reconciliation Australia and reported to them on our activities.Our RAP commitment lays the foundations for us to establish meaningful and long-term relationships and contribute to reconciliation in a structured, relevant and respectful way. [insert innovate RAP diagram]We intend to support Aboriginal and Torres Strait Islander peoples by creating job opportunities within our industry of insurance distribution – a growing, dynamic, multi-faceted financial services sector in which individuals can thrive and build a strong professional career. These opportunities can provide individuals and their families with financial stability and a solid platform to use their abilities, protect families and communities and contribute to our country.Steadfast’s Summer Intern Program offers six roles to school leavers each year, and of the six roles, two are reserved for First Nations peoples as part of the Steadfast RAP.Download the Steadfast Reconciliation Action Plan here.Indigenous Talent Program sponsorshipUnderwriting Agencies of Australia (UAA), a Steadfast business, is in its eigth year of sponsoring the annual Indigenous Talent Program to ‘unearth’ local Indigenous talent from the Central Coast region and provide scholarships to CCAS sports programs, as a platinum partner of Central Coast Academy of Sport.The scholarships provide a localised training environment for eligible aspiring Aboriginal and Torres Strait Islander youth to access quality development opportunities and support for a number of sports. In 2022, UAA provided xx scholarships. UAA are very proud of all the scholarship participants and happy to see that what they are doing is making a difference in the local community.05Support for Aboriginal & Torres Strait Islander peoplesReconciliation Action PlanIn March 2022, Steadfast launched the second phase of our Reconciliation Action Plan (RAP) called Innovate. Steadfast has developed an Innovate RAP because we want to make a difference to pressing challenges faced by Aboriginal and Torres Strait Islander peoples. Having completed our first RAP, we want to formalise our commitment and hold ourselves accountable for what we say we will do for the next stage of our reconciliation journey.We committed to the development of our second RAP as part of our broader commitment to diversity, equity and inclusion. Our growing awareness of the place of Aboriginal and Torres Strait Islander peoples in this country’s history, and as Australia’s First Nations people, makes it imperative that we turn our focus specifically on our RAP.Having completed our first RAP called Reflect in 2021, we wanted to formalise our commitment and hold ourselves accountable for what we say we will do for the next stage of our reconciliation journey.Some of the initiatives we have implemented to raise awareness and encourage a deeper understanding of Aboriginal and Torres Strait Islander peoples include:Implemented protocols for Acknowledgment of Country and Welcome to Country.Maintained a hub of resources for staff to access to better understand Aboriginal and Torres Strait Islander cultures and histories.Recognised and celebrated NAIDOC Week and National Reconciliation Week.Numerous communications with staff to raise awareness of Aboriginal and Torres Strait Islander cultures and histories.Hosted a private screening for staff of the film ‘Mabo’ to mark National Reconciliation week in June 2022.Maintained partnerships with 4 Aboriginal and Torres Strait Islander organisations.Continued our compulsory cultural awareness training program for all staff to help educate staff on Aboriginal and Torres Strait Islander cultures and histories and perceptions of Aboriginal and Torres Strait Islander peoples.Liaised with other businesses to share our knowledge and benefit from their experience.Continued our relationship with Reconciliation Australia and reported to them on our activities.Our RAP commitment lays the foundations for us to establish meaningful and long-term relationships and contribute to reconciliation in a structured, relevant and respectful way. [insert innovate RAP diagram]We intend to support Aboriginal and Torres Strait Islander peoples by creating job opportunities within our industry of insurance distribution – a growing, dynamic, multi-faceted financial services sector in which individuals can thrive and build a strong professional career. These opportunities can provide individuals and their families with financial stability and a solid platform to use their abilities, protect families and communities and contribute to our country.Steadfast’s Summer Intern Program offers six roles to school leavers each year, and of the six roles, two are reserved for First Nations peoples as part of the Steadfast RAP.Download the Steadfast Reconciliation Action Plan here.Indigenous Talent Program sponsorshipUnderwriting Agencies of Australia (UAA), a Steadfast business, is in its eigth year of sponsoring the annual Indigenous Talent Program to ‘unearth’ local Indigenous talent from the Central Coast region and provide scholarships to CCAS sports programs, as a platinum partner of Central Coast Academy of Sport.The scholarships provide a localised training environment for eligible aspiring Aboriginal and Torres Strait Islander youth to access quality development opportunities and support for a number of sports. In 2022, UAA provided xx scholarships. UAA are very proud of all the scholarship participants and happy to see that what they are doing is making a difference in the local community.05 Brett Johnson, Head Coach Hockey (pictured first on left) and Michael Murphy, UAA Group Chief Executive Officer (third from left) with
UAA Program athletes Alexander Jones, Hockey and Olivia Miles, Netball.
Indigenous Talent Program sponsorship
Supporting Ethan Indigenous
Underwriting Agencies of Australia (UAA), a Steadfast
This year Steadfast continued our support of Ethan
business, has been instrumental in building a unique
Indigenous with the donation of 230 kilograms of
and critically important Indigenous Talent ID Program
refurbished computer and technology equipment. Ethan
(ITID) for First Nations athletes, offered by the Regional
Indigenous brings an Indigenous focus to the Information
Academies of Sport (RAS) across regional NSW. The
and Communications Technology (ICT) industry,
program has grown exponentially from very humble
specifically in regard to electronic components and
beginning on the Central Coast some seven years ago.
supplies, and in information technology, broadcasting
Annually the RAS network is identifying close to 1,000
and communication. Ethan Indigenous enables brighter
talented First Nations athletes, and from this cohort is
futures for indigenous youth within the ICT industry.
providing close to 140 fully funded scholarships into RAS
Sporting Programs. The ITID Program is now one of the
largest talent identification programs on offer throughout
the Regional Academy network.
In addition to the support from UAA, the Steadfast Group
is supporting the RAS LEAD Program, providing leadership,
education, and athlete development. The LEAD program
partnership is built on mutually aligned outcomes specific
to creating better citizens across regional NSW.
Steadfast continued
our support of Ethan
Indigenous with the
donation of
230 kilograms of
refurbished
computer and
technology
equipment.
Steadfast Group Annual Report 2022 35
Human Rights and Modern Slavery
Steadfast rejects any form of modern slavery such as
slavery, servitude, human trafficking and forced labour. We
respect the human rights of our employees, customers
and those of our suppliers and business partners. We
aim to identify and manage risks related to human rights
across our business and supply chain. Our Modern Slavery
Statement 2022 sets out our position on this matter and is
available from our investor website.
As part of our commitment to human rights, Steadfast
joined The Freedom Hub, an organisation that helps
people who have experienced human trafficking and
slavery. The Freedom Hub Survivor School provides
survivors with long-term support by running free,
personalised classes to assist them in recovering from
trauma and become ready to work.
Our voluntary staff turnover rate was 20.7%, an increase
from 8.4% in FY21 reflecting the war on talent being
experienced in Australia. Our average current employee
tenure is four years and two months with Steadfast. Our
average executive tenure with Steadfast is 11 years and
Steadfast is committed to complying with relevant laws,
nine months.
community expectations and ethical standards related
to human rights and modern slavery in respect of our
employees and business. Employees are encouraged
to report any genuine concerns about modern slavery
relating to our people, business or supply chain.
Our People
Workplace Culture
We continue to implement initiatives designed to engage
employees and build relationships, including our intranet,
regular staff meetings and briefings, a formal performance
review process, participation in a number of community
events, quarterly off-site workshops and social activities,
such as entering two Steadfast teams in the Touch of
Colour, an annual touch football event which brings
We are very proud of our culture and our approach to
together 24 teams from the insurance industry to raise
CSR. Our people are the cornerstone of Steadfast’s success
funds for KidsXpress, a children's mental health charity.
and providing an engaging and rewarding culture are
important aspects of our employee attraction, retention
and engagement strategy.
Steadfast’s volunteer day program encourages our people
to donate their time by way of volunteering at a registered
charity of their choice, on a day of paid employment.
As part of our CSR commitment, in March this year
Due to the Covid pandemic Government mandated
Steadfast conducted its annual employee engagement
lockdowns during the year, volunteer opportunities have
survey which measures the emotional connection people
been limited and this year Steadfast employees donated
have to the Group. This year, with a participation rate of
195 hours volunteer time.
88% the group-wide engagement score was 78%, up from
73% in 2021. This result continues to place Steadfast in the
‘high performing’ zone of the engagement spectrum and
is 5% above the Australian industry norm.
Steadfast offers an Additional Leave Purchase Scheme
enabling our people to salary sacrifice to acquire
additional annual leave to facilitate a better balance
between professional and personal lives.
Employee engagement survey result
78%
11.75
Average years of executive tenure
36 Steadfast Group Annual Report 2022
Steadfast has a Short-Term Employee Incentive Plan to
increase market competitiveness and attract, retain and
motivate our people. The scheme has been designed to
ensure goal alignment throughout the business and also
provides our people with the opportunity to receive shares
in Steadfast. As well as salary and incentive arrangements,
Steadfast offers a wide-ranging benefits program for our
people including travel insurance and discounts on a wide
range of consumer goods and cars.
During the year we
had no reportable
work, health and
safety incidents.
Career Growth
We actively invest in developing our people and Steadfast
has a formal talent development strategy. We have
a dedicated training and development manager who
delivers a substantial number of training programs
throughout the year at all levels. Steadfast’s College
of Leadership offers our current and future leaders
the opportunity to develop while exposing them
to forward-thinking, relevant and practical leadership
Steadfast’s Summer Intern Program offers six roles to
school leavers each year, and of the six roles, two
are reserved for First Nations peoples as part of the
Steadfast RAP.
We are delighted in the quality of people who have joined
us, and stayed, through these programs.
Health, safety and wellbeing
We actively promote the health, safety and wellbeing of
our people. During the year we had no reportable work,
health and safety incidents.
Our Board receives regular work, health and safety
(WHS) reports and has overseen improvements, including
improved reporting and analysis resulting from the
recommendations of a comprehensive WHS external
audit. We have a work, health and safety committee to
provide a forum for our people to suggest initiatives and
methodology and application. In addition to leadership
raise any concerns.
and management training, our people participate in
annual development planning to ensure their continued
technical and non-technical development.
During the year, 24 Steadfast employees were promoted
internally, of whom 13 were female employees.
Developing female talent
During the year 122 of our leaders from across
the business participated in our various leadership
training programmes, with 63 of the participants being
female employees.
Broker Training
In collaboration with Hollard Commercial Insurance, and
as part of our continuing support of our brokers, Steadfast
established the Aspire Women in Leadership Program.
Although improving, there are still steps to be taken to
ensure that women are at least equally represented and
valued in management and executive positions in our
industry. We have demonstrated our commitment to our
female brokers and offer a dedicated leadership program.
The Aspire Women Leaders Program offers a curated
program of relevant and topical courses that are designed
to provide leadership skills and advance participants
careers within the insurance broking industry.
Steadfast provides a comprehensive health and wellbeing
program. Some of our initiatives include:
annual health assessments and flu shot.
a range of education and awareness of key health and
wellbeing issues including physical fitness, nutrition,
mental health and stress management.
annual financial wellbeing health check.
access to confidential external Employee Assistance
Programs (EAPs) for counselling to support
mental health.
workplace health and safety training – 5% of staff have
been trained as mental health first aid officers.
Steadfast supports flexible workplace initiatives to
recognise and respond to people’s different needs
at different stages of their lives and to help our
people balance personal obligations with their careers.
Currently 100% of our workforce works within a hybrid
working model.
We offer paid parental leave at 12 weeks’ full pay. We
engage with our people when they are on parental leave, if
they wish, to maintain a sense of connectedness and ease
the transition back to work. Steadfast provides a parents’
room in our head office as a practical support for the
increasing number of new parents in our team and to ease
Developing Young Talent
their transition back to work.
At Steadfast, we recognise the importance of
developing young talent and have an established
Graduate Development Program and a School Leavers’
Summer Intern Program.
Steadfast Group Annual Report 2022 37
Charities we support include cancer research
and support, mental health, children’s causes
and charities supporting domestic violence, the
homeless and disadvantaged.
Steadfast Foundation
Charities are often chosen based on the
The Steadfast Foundation is in its 11th year and the New
recommendations of Steadfast brokers, and include
Zealand Steadfast Foundation is in its fifth year.
cancer research and support, mental health, children’s
causes and charities supporting domestic violence, the
homeless and disadvantaged. Some of the charities
the Steadfast Foundation supported this year include:
Assistance Dogs Australia, Children’s Cancer Institute,
Earbus Foundation WA, The Helmsmann Project, McGrath
Foundation, Mirabel Foundation, Motion by The Ocean,
the Prostate Cancer Foundation of Australia, Telethon
Speech and Hearing, and Youth Off The Streets.
Steadfast created the Steadfast Foundation to facilitate
grants and charitable contributions that support charities
helping people to overcome adversity, with $497,700
donated during FY22 to charities.
The Steadfast Foundation has launched a new
initiative: The Steadfast Foundation Portal. The Steadfast
Foundation Portal is a workplace giving platform that
enables Steadfast staff the opportunity to participate and
engage in the Foundation's mission. The portal enables all
staff to easily take part in regular workplace giving and,
for every dollar donated by staff, Steadfast Group Ltd will
match contributions dollar for dollar, capped at an annual
total of $100,000.
38 Steadfast Group Annual Report 2022
Steadfast Foundation Governance
Sound compliance
The Steadfast Board of Directors is committed to sound
corporate governance and following the ASX Corporate
Governance Principles and Recommendations. FY22
was another year in which there were no material
departures from our governance framework and risk
management strategies.
Consumer protection
Responsible selling practices
The Steadfast Code of Conduct includes the following
drivers and behaviours, to support brokers' to meet and
exceed the expectations of their customers, and the
broader community.
1. Steadfast expanded its internal audit and risk resources
with the acquisition of Goldseal.
2. Steadfast will educate, inform and encourage its
network brokers to no longer engage in the practice
of accepting volume-based incentives and/or soft
dollar benefits.
3. Steadfast will require transparency of
remuneration from all network brokers in all dealings
with their customers. This will require an undertaking
from network brokers that all remuneration will be
transparently documented in their transactions with their
customer base.
4. Steadfast will facilitate elevated levels of excellence in
the services provided by its network brokers through:
driving higher quality standards of training
and education.
meeting clients and legislative expectations in a
reasoned and compliant approach to advice, conduct
and ultimate outcome.
maintain an appropriate trail of the documentation and
fact gathering that support the placement of any client
insurance policies / programs or claims handling.
We will review and bolster our licence agreements with
our network brokers to ensure compliance with:
best practice standards.
regulations.
laws.
relevant codes (including the Steadfast Code
of Conduct).
which will be incorporated into conduct standards,
included in the licence agreements and integrated into
network brokers’ operations.
5. Steadfast’s Code of Conduct will clearly and
emphatically focus on the best interests of network
brokers’ clients and as such, we will review existing
policies, procedures and resources provided to ensure
brokers receive all encouragement and assistance they
may need to meet the same expectation.
6. Steadfast Goldseal will be the public face for the
Network’s Customer Advocacy function, providing the
consumer with an advocate to present any issues where
the network has not complied with the customer’s
expectation for the services provided.
7. Steadfast will establish a reference checking and
information sharing service to record details of network
employees or ARs who have acted in contravention of
accepted industry ethical standards, allowing the network
to identify individuals during the recruitment process who
do not uphold Steadfast’s high standards.
8. Steadfast will play a leadership role with National
Insurance Brokers Association (NIBA) to enhance the
industry’s training and qualification requirements and
work with regulators to increase the recognition of the
Qualified Practising Insurance Broker (QPIB) designation.
9. Steadfast will complete a compliance and best practice
audit of network brokers.
Our network brokers are guided by regulation and comply
with the financial services laws to deliver responsible
selling practices to meet their clients' requirements.
Customer Advocacy Program
Key benefits to being a Steadfast Network broker include
improved policy wordings, broker services, exclusive
access to Steadfast’s technology and triage support for
challenging claims. Pivotal to our philosophy and values
is brokers work for their client, not the insurer. Steadfast
Group supports our brokers with our dedicated Triage
team available to support brokers with the claims process
by ensuring their client’s claims are managed in line with
wording and service expectations, providing support with
issues such as placement, ethics and natural disasters, and
assist brokers by escalating these issues when required.
Steadfast Group Annual Report 2022 39
Pivotal to our philosophy and values is brokers work
for their client, not the insurer.
Further, the objective of Steadfast Goldseal Customer
Industry engagement and leadership
Advocacy Program objective is “Make every client of
A number of our senior executives hold leadership roles
a Steadfast business the sole focus of every broking
within the industry such as serving on the board of
transaction, the broker will act in the client’s best interest
industry bodies. Our executives contribute by speaking
– whether that coincides with their own best interest
at industry events and judging industry awards. Our
or not”.
Whistleblower policy
Steadfast Group’s whistleblower policy encourages
people to report or disclose corruption, fraud, tax evasion
or avoidance, misconduct and improper states of affairs
within the corporate sector and provides appropriate
protections to whistleblowers to facilitate the uncovering
executives are recognised throughout the industry and
receive accolades for their leadership and contribution.
Working with the industry body, NIBA, Steadfast continues
to play a leading role in seeking to ensure that the
insurance broker industry stays strong, delivers excellent
outcomes for customers and meets its legal and ethical
obligations from a regulatory perspective.
of corporate crime and to combat poor compliance. There
Future commitment
were no material whistleblower incidents reported during
Steadfast will continue to enhance our contribution to our
the year.
Data privacy and cyber security
Information is vital in our knowledge-driven organisation.
communities and minimise our environmental impact,
while remaining focused on the fair treatment of our
customers, employees and suppliers.
Security of data and information is an integral part
Steadfast has committed to:
of Steadfast’s integrity and is critical to building
and maintaining trust with our brokers and strategic
partners and for our brokers to build relationships with
their customers.
publishing a carbon-neutral transition plan by the end
of 2022.
maintaining our women in leadership aspirational
target of 45%.
We are committed to protecting data privacy
embedding the Steadfast Code of Conduct to drive
and remaining cyber secure through implementing
the cultural behaviours that our network brokers'
appropriate policies and procedures throughout our
conduct meets the expectations of clients and the
business. We manage and mitigate emerging threats, by
broader community.
seeking to adhere to all legislation and appropriate risk
management standards and maintaining contact with
relevant industry bodies and government agencies. We
are ISO 27001 aligned. We have had no notifiable breaches
in the past 12 months.
40 Steadfast Group Annual Report 2022
2022 Financial Report
Directors’ Report
Operating and financial review
2022 Remuneration Report
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
1. General information
2. Significant accounting policies
3. Critical accounting judgements, estimates and assumptions
4. Operating segments
5. Earnings per share
6. Dividends
7. Intangible assets and goodwill
8. Borrowings
9. Notes to the Statement of Changes in Equity and Reserves
10. Business combinations
11. Subsidiaries
12. Investments in associates & joint ventures
13. Trade and other receivables
14. Financial instruments
15. Contingencies
16. Events after the reporting period
17. Share-based remuneration
18. Taxation
19. Notes to the Statement of Cash Flows
20. Related party transactions
21. Parent entity information
22. Remuneration of auditors
Director's declaration
Independent Auditor's Report
Shareholders' information
44
52
78
80
82
84
86
88
88
92
94
96
97
98
100
104
106
110
113
116
117
120
120
120
122
125
126
127
128
129
130
136
Steadfast Group Annual Report 2022 41
2022 Financial Report Directors’ Report
The Directors present their report together with the consolidated financial statements of Steadfast Group Limited (Steadfast or
the Company), its subsidiaries and interests in associates and joint ventures (collectively Steadfast Group or the Group) for the
financial year ended 30 June 2022 (FY22) 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
Chair
Frank O’Halloran, AM
Managing Director & CEO
Robert Kelly, AM
Other Directors
David Liddy, AM (Deputy Chair)
Vicki Allen
Joan Cleary
Gai McGrath
Anne O’Driscoll
Greg Rynenberg
Former Director
Philip Purcell1
Date of appointment
21 October 2012
18 April 1996
1 January 2013
18 March 2021
28 July 2022
1 June 2018
1 July 2013
10 August 1998
1 February 2013
1 Philip Purcell retired as a Non-Executive Director on 22 February 2022.
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
None
Robert Kelly, AM
Johns Lyng Group Limited
David Liddy, AM
EML Payments Limited
Vicki Allen
Joan Cleary
Gai McGrath
Mortgage Choice Limited
None
Since November 2017
Since April 2012
June 2017 to July 2021
Genworth Mortgage Insurance Australia Limited
Since August 2016
Anne O’Driscoll
Infomedia Limited
Since December 2014
FINEOS Corporation Holdings Plc
Since July 2019
Philip Purcell
Greg Rynenberg
None
None
Particulars of the Directors’ qualifications and experience are set out under Board of Directors on pages 20 to 21.
42 Steadfast Group Annual Report 2022
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:
Total number of
meetings held
Board
10
Audit & Risk
Committee
Nomination
Committee
Remuneration &
Performance
Committee
People, Culture &
Governance
Committee
3
4
6
3
Eligible
to
attend as
a
member
Eligible
to
attend as
a
member
Eligible
to
attend as
a
member
Attend-
ed as a
member
Attend-
ed as a
member
Eligible
to
attend as
a
member
Eligible
to
attend as
a
member
Attend-
ed as a
member
Attend-
ed as a
member
Attend-
ed as a
member
10
10
10
10
10
10
8
10
10
10
9
10
10
10
8
10
-
-
-
3
-
3
-
3
-
-
-
3
-
3
-
3
4
-
4
4
1
1
1
1
4
-
4
4
1
1
1
1
1
-
6
6
-
-
5
-
1
-
6
6
-
-
5
-
-
3
-
-
3
-
2
3
-
3
-
-
3
-
2
3
Director
Frank O’Halloran, AM
Robert Kelly, AM
David Liddy, AM
Vicki Allen
Gai McGrath
Anne O’Driscoll
Philip Purcell
Greg Rynenberg
Particular details of the responsibilities of the members of the Board and the various committees are set out in the Corporate
Governance Statement in this report, and are also available in the corporate governance section of the Steadfast Investor website
(http://investor.steadfast.com.au/investor-centre/).
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.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group. The Group continued to acquire businesses during the year.
Refer Note 10.
Steadfast Group Annual Report 2022 43
Directors’ Report continued
Operating and financial review
A. Operating results for the year
The trading results for the year are summarised as follows (refer Note 5):
2022
$'m
2021
$'m
Statutory net profit after income tax attributable to owners of Steadfast Group Limited
(statutory NPAT)
171.6
143.0
Adjusted for (net of tax and non-controlling interest):
Impairment of intangibles
Net loss on deferred consideration estimates
Net gain from change in value or sale of businesses and other movements
Mark-to-market gains from revaluation of listed investments
Underlying net profit after income tax attributable to owners of Steadfast Group Limited
(underlying NPAT)
Underlying diluted earnings per share (cents per share)
Statutory diluted earnings per share (cents per share)
3.5
12.5
(17.0)
(1.6)
169.0
17.58
17.85
3.9
1.7
(8.3)
(9.6)
130.7
15.09
16.51
The underlying profit attributable to the Group after income tax, before non-trading items, was $169.0 million compared to
$130.7 million in 30 June 2021. The increase was mainly due to:
organic growth from price increases by insurers and volume increases;
improved margin as revenue growth outstripped expense growth; and
acquisition of Coverforce and interests in other Network brokers, including the Trapped Capital Project.
Whilst there has been ongoing impact to the economy resulting from the Covid pandemic, the essential nature of insurance to
provide financial protection for businesses and consumers meant that volumes and revenue have not been negatively impacted.
The underlying net profit after tax (underlying NPAT) reflects an assessment of the result for the business of the Group as
determined by the Board and management. Underlying NPAT has been calculated in accordance with ASIC’s Regulatory Guide
RG230. Underlying NPAT has not been audited by the Group’s external auditors; however the adjustments to statutory profit
after tax have been extracted from the books and records that have been audited. Underlying NPAT is disclosed as it is useful for
investors to gain a better understanding of the Group’s financial results from normal operating activities.
44 Steadfast Group Annual Report 2022
B. Review of financial condition
I. Financial position
The increase in the total assets of the Group during the financial year was mainly attributable to the capital raised for the
acquisition of Coverforce (including the related Share Purchase Plan) as well as the addition of assets from acquired businesses
throughout the period as detailed in Note 10 to the financial statements.
The increase in the total liabilities was mainly attributable to the assumption of the liabilities of the newly acquired
businesses as well as additional borrowings to fund certain acquisitions and increased premium funding borrowings to service
additional lending.
The increase in the Group’s equity during the financial year largely reflects the scrip issued and capital raised to fund acquisitions
and the retention of profits net of dividends paid.
II. Cash from operations
The net inflows of $261.0 million (excluding trust account and premium funding movements) reflected continued full conversion
of profits into cash flows. After funding dividends to shareholders, the remaining free cash flow is available for corporate activities,
including acquisitions of further business interests.
III. Capital management
As at 30 June 2022, the Company had a total of 977.6 million ordinary shares on issue, which increased from the 871.5 million
ordinary shares on issue at 30 June 2021. The increase is the result of the institutional placement of 44.3 million shares
($200.0 million) in August 2021 and 49.2 million shares ($206.7 million) issued to vendors to fund acquisitions including
Coverforce. Additionally, 11.8 million shares ($53.1 million) were issued in September 2021 for the Share Purchase Plan (SPP), and
0.8 million shares ($3.9 million) were issued through the September 2021 Dividend Reinvestment Plan. The Company continues
to acquire shares on market to provide for potential share issues to employees, including Key Management Personnel (KMP),
under equity based incentive programmes.
The Group leverages its equity, adopting a maximum 30.0% total gearing ratio (excluding premium funding borrowings). As at
30 June 2022, the Group’s total gearing ratio was 19.0% (2021: 22.0%). Refer Note 9C.
The Group refinanced its multibank syndicated facility during the period. The new facility has a combination of 3 year and 5 year
tranches with the total facility increasing by $200.0 million to $660.0 million. As at balance date, the Group had the ability to
borrow a further $314.8 million from this facility. As at 30 June 2022, the Warehouse Trust limit for IQumulate Premium Funding
Pty Ltd was $500.0 million (including a $50.0 million overdraft facility). In July 2022, the Warehouse Trust limit was increased by
$70.0 million to $570.0 million (including a $60.0 million overdraft facility) with an extended availability period to July 2023. The
premium funding borrowings have a one-year term (renewed on an annual basis) to attract lower cost of borrowing which is a
standard commercial practice for this sector. At 30 June 2022, whilst the contractual availability period ended in July 2022, the
premium funding borrowings have been classified as non-current in the statement of financial position as the contractual maturity
date includes an amortisation period giving the Group twelve months to repay from the date of the last maturing premium funding
in the Warehouse Trust.
The Corporate debt and premium funding facilities are not cross collateralised.
Steadfast Group Annual Report 2022 45
Directors’ Report continued
Strategy and prospects
The Group's business strategy is to maintain its position as the largest intermediated insurance distribution network in
Australasia by continuing to grow shareholder value through continued expansion of the Steadfast insurance distribution and risk
management model and related businesses, including provision of these services to the UnisonSteadfast network.
Steadfast Group is a stable and resilient business. The Group aims to increase value for all shareholders by providing
quality support to all stakeholders including shareholders, network brokers, customers, strategic partners, employees and
our community. The Group's strategic plan is a framework for decision making and planning for the Group's development of the
strategic objectives which include:
Drive growth organically and through acquisitions
Maintain and enhance the premier service offering to Steadfast Network brokers, and, in the longer term, to UnisonSteadfast
network brokers
Develop cultural, organisational and leadership development solutions that enhance employee engagement and drive
business performance
Maintain and strengthen our strategic relationships
Continue to develop and rollout our market leading technology platforms
Continue to enhance organisational capability and sustainability, including risk services
A. Steadfast Group
FY22 Highlights
Underlying revenue growth of 26.2%
Underlying earnings per share growth of 16.5%
Dividend per share growth of 14.0%
Acquisitions costing $552 million were executed during the year, including Coverforce
Steadfast Group grew underlying FY22 EBITA by 29.5% to $340.4 million. This result was driven by both organic growth of +13.3%
and acquisition growth of +16.2%.
As an industry leader, Steadfast continued to actively review the implications of the Hayne Royal Commission to our sector.
This included engagement with industry peers and industry bodies on the conflicted remuneration issue. Steadfast has also
implemented customer centric solutions including the Steadfast Client Trading Platform (SCTP) and our Code of Conduct
framework to support transparency.
Medium-term
Steadfast has a strong corporate governance foundation, including risk management and culture, to enable sustainable growth
over the long term. This positions the business well to continue to improve operational efficiency through a culture of excellence
and talent, seeking opportunities to promote entrepreneurship, reduce operating ratios and improve underlying margins.
Steadfast Risk Group Pty Ltd is providing enhanced risk management solutions including alternative risk transfer businesses.
Steadfast Risk Group continues to gain momentum within the broker network in providing alternative risk transfer solutions,
property risk surveys and engineering services as well as related consulting services.
B. Steadfast Broking
FY22 Highlights
$11.1 billion Network GWP, up 13.1% on FY21
427 broker members in the Network, down from 457 in FY21 after numerous mergers and sales within the Network
Steadfast has an equity stake in 67 brokers, up from 59 in FY21 following acquisitions made during the year
Underlying EBITA up 23.6%
During FY22, growth in the Steadfast Broker Network was driven by organic growth and acquisition of a number of Steadfast
Network brokers. Organic growth of 7.0% in Underlying EBITA was primarily a result of strategic partners further increasing
insurance premiums. Acquisitions provided a further 16.6% increase in Underlying EBITA.
Medium-term
Being a nimble and service focused business means Steadfast is continuously developing improvements such as Steadfast
Risk Services and expanding its products and services to attract more brokers to the network and provide better solutions for
the benefit of the network brokers' clients. By investing in these improvements, Steadfast can maintain, build and enhance
relationships with its stakeholders.
Steadfast is well positioned to respond to the current market conditions and will proceed with caution to implement management
buy-ins, hubbing and co-owner opportunities when its strict cultural, risk and financial acquisition guidelines are met. Steadfast
Group has an equity holding in 41% of the GWP and 16% of the number of brokers within the Steadfast Network, which
provides potential future acquisition growth for the Group. The “trapped capital” initiative has been launched to execute on this
strategy. The trapped capital initiative provides Steadfast Network brokers the opportunity to unlock trapped capital by partial sale
to Steadfast.
46 Steadfast Group Annual Report 2022
C. Steadfast Underwriting Agencies
FY22 Highlights
$1.8 billion GWP, up 19.9% on FY21
Steadfast has equity stakes in 28 agencies, up from 24 in FY21
Underlying EBITA up 22.5%
The FY22 growth in Steadfast Underwriting Agencies is predominately organic growth, primarily driven by price and volume uplift.
Most agencies experienced strong growth during FY22, particularly in property lines. The division’s excellent performance was
also due to the long-term strategy of closely aligning capacity providers, technology and a strong service ethic to the agencies'
niche product offerings.
By enhancing the partnerships between underwriting agencies and strategic partners and working effectively together, Steadfast
Underwriting Agencies expanded its product range for the benefit of brokers and their clients.
Medium-term
Steadfast Underwriting Agencies is well positioned to maintain organic growth through a high retention of customers and
new business, as it aims to further improve customer service, and the expectation of further price increases coming from
strategic partners.
Steadfast Underwriting Agencies' focus remains on seeking new opportunities with strategic partners to expand its product range,
as a number of insurers reposition their approach to distribution.
D. Steadfast Complementary Businesses
FY22 Highlights
$945 million GWP written through Steadfast Client Trading Platform (SCTP), up 19%
182 brokers live on INSIGHT (after merging of brokers) and over 4,400 INSIGHT licences issued
The technology team continued the migration of Network brokers onto the Group's proprietary broking management system
(INSIGHT) and continued enhancing the offering on SCTP – increasing the number of strategic partners and product lines offered.
Steadfast continues to invest in further enhancements to the platform.
The Group continued to expand its complementary businesses with the establisment of risk management and claims
management offerrings. The Group also acquired a minority stake in Flame Security International, a company which develops fire
protection products and technologies.
Medium-term
As an industry leader in innovation, Steadfast is well positioned to continue modernising its technology platforms to improve
broker and client experience and support growth. Steadfast remains focused on further enhancing SCTP by adding more product
lines, new insurers and the expansion of auto-rating capabilities, driving increased SCTP usage and more transparent alternative
pricing and coverage for clients.
The Steadfast team will continue to support the migration of brokers on to the INSIGHT platform with an additional 21 brokers
committed to migrate and ongoing discussions with another 75 brokers. Focus will also remain on the development of
enhancements to the security and efficiency of INSIGHT, seeking to continue to provide Steadfast brokers and their clients with
a market leading, secure and efficient platform.
Principal risks and uncertainties
The principal risks and uncertainties outlined in this section reflect the risks that could materially affect Steadfast Group, or its
ability to meet its strategic objectives, either directly or by triggering a succession of events that in aggregate become material
to the Group.
This section describes what Steadfast Group considers to be some of the key risks associated with Steadfast’s business and the
industry in which it operates. The risks listed in this section should not be considered to be an exhaustive list of every possible risk
associated with Steadfast Group Limited.
With respect to Covid, the Group continues to monitor the potential short and medium-term impacts, including on the operating
environment, workforce, products and services, as well as the resilience of the Australian and global economies to support
recovery. Any longer-term impacts will also be considered and addressed, as appropriate.
Steadfast Group Annual Report 2022 47
Directors’ Report continued
Risk
Description
Managing the risk
Strategic risk
Operational
risk
The risk associated with the
pursuit of the Group’s strategic
objectives including the risk that
the Group fails to execute its
chosen strategy effectively or in
a timely manner.
The risk of loss resulting
from inadequate or failed
internal processes, people and/or
systems, or from external events.
Financial risk
The risk that the Group fails to
achieve its financial objectives as
set out within the Business Plan.
Compliance
risk
The risk of failure to act
in accordance with laws,
regulations, industry standards
and codes, internal policies and
procedures and principles of
good governance as applicable to
the Group’s businesses.
We consider and manage strategic risks through our annual strategic
planning process led by management and overseen by the Board. The
Board monitors management’s progress in implementing key strategic
initiatives and any change in our key strategic risks is managed in
accordance with our Risk Management framework.
We apply a ‘Three Lines of Defence’ model to operational risk
management, with each Line of Defence having defined roles,
responsibilities and escalation paths to support effective design and
implementation of controls to manage the risks. We also have
ongoing review mechanisms to ensure our approach to operational risk
continues to meet organisational needs and regulatory requirements.
We work with management of businesses in which Steadfast is invested
to optimise sustainable results. Regular reviews of operating businesses
are undertaken and action plans to improve performance agreed
and monitored as appropriate. We also manage our liquidity and
funding positions and ensure appropriate contingency arrangements
are maintained. We maintain a strong liquidity position to preserve
financial flexibility. Corporate gearing ratios are agreed with the Board
and these along with any borrowing covenants are closely monitored
and reported.
Key features of how we manage compliance risk as part of our
operational risk framework include:
embedding key obligations into our operations;
identifying changes in regulations and the business environment, to
enable us to proactively assess emerging compliance obligations;
implementing robust reporting and certification processes;
identifying, reporting and managing; incidents/breaches in a
timely manner;
reviewing compliance through an ongoing internal audit program;
a comprehensive Whistleblower Protection Policy, encouraging
employees and contractors to make submissions regarding
concerns relating to accounting, internal control, compliance,
audit and other matters. Confidentiality is assured and anonymous
submissions allowed.
Technology &
Cyber security
risk
The risk relating to failure
of critical technology assets,
infrastructure and services and
the risk of loss from theft or
unauthorised access to systems
including the compromise of an
IT asset’s confidentiality, integrity
or availability.
Our technology and information security roadmap is underpinned
by an ongoing improvement program designed to support robust
infrastructure and a strong cyber posture. Our continuous investment
in technology has allowed us to adapt to remote working whilst
maintaining adequate protections around our information assets. In
addition, we have introduced additional cyber security controls to assess
third and fourth-party risk in our supply chain. This has been introduced
in response to an increase globally in third-party cyber-attacks.
Processes are in place based on industry practice as appropriate, to
maintain system availability and support ongoing business operations.
Our dedicated technology teams focus on migration, implementation,
continued development and support of our core platforms. We have
a range of activities to continuously test and assess the resilience and
sustainability of our platforms. Business continuity, disaster recovery and
crisis management plans are in place, and tested annually. Lastly, we
have cyber insurance.
48 Steadfast Group Annual Report 2022
Risk
Description
Managing the risk
Reputation risk The risk of loss that directly or
indirectly impacts earnings or
value that is caused by adverse
perceptions of the Group held by
brokers, customers, shareholders,
employees, regulators and the
broader community.
We manage reputation risk by maintaining a positive and dynamic culture
that emphasises the need to always act with integrity and enables
us to build strong and trusted relationships with brokers, customers,
shareholders, employees, regulators and the broader community.
We have established decision-making frameworks and policies to ensure
our business decisions are guided by sound financial, social and
environmental standards.
We also have an active internal audit program to review each of
the businesses we have invested in to assist in identifying potential
reputational exposures to the Group from individual business operations.
Acquisition risk The risk of loss from insufficient
We manage acquisition risk through:
funding to capitalise on
opportunities, deficiencies in due
diligence by Steadfast, potential
unknown or contingent liabilities
arising from acquisitions.
ongoing monitoring of available capital and resources by an
experienced management team that assesses opportunities and risks.
due diligence processes involving selecting acquisitions that are a
good cultural fit and expected to transition well into the Group.
We also have earn-out / deferred consideration arrangements in
place where appropriate, underpinned by tight acquisition and
shareholders’ agreements.
ongoing monitoring of operations, profit and profit margins, including
regular reporting and reviews of our underlying businesses.
Impairment risk Investments that are subject to
a permanent decrease in value,
with the subsequent impairment
resulting in an expense for
the Group.
Steadfast works with management of businesses in which Steadfast
is invested to optimise sustainable results. We have a mergers and
acquisitions team that reviews the performance of our investments
on an ongoing basis, including agreeing on actions for improvement
where appropriate.
Emerging
regulatory risk
The risk that commission
based remuneration of general
insurance brokers and agents
may cease. This risk was elevated
by one of the recommendations
of the Royal Commission into
Misconduct in the Banking,
Superannuation and Financial
Services Industry. As part of
this recommendation, Treasury
is undertaking a Quality of
Advice review due by December
2022 as to whether the general
insurance exemption from the
ban on conflicted remuneration
(specifically commissions)
remains justified.
An annual impairment review is undertaken.
We have been actively engaged in addressing this risk, both within
our business and through stakeholder engagement since the Royal
Commission reported. Activities undertaken include:
working with key industry groups to proactively engage with the
Government and regulators on the benefits to clients of the current
operating model for our industry;
along with other broker representative organisations, monitoring and
consulting on regulatory changes with regulators;
continuing to implement the Steadfast Client Trading Platform, a
contestable marketplace with fixed commission rates by product and
no volume related remuneration;
providing a range of services including Professional Development
(PD) Days and Townhalls to assist the entities within the Group with
regulatory change; and
implementing Steadfast's Code of Conduct that support the principles
of clients’ best interest.
Steadfast Group Annual Report 2022 49
Directors’ Report continued
Dividends
Details of dividends paid or declared by the Company are set out in Note 6 to the financial statements.
During the financial year ended 30 June 2022, a final dividend for FY21 of 7.0 cents per share and an interim dividend for FY22 of
5.2 cents per share were declared and paid, both fully franked.
Events after the reporting period
Final dividend
On 17 August 2022, the Board declared a final dividend for FY22 of 7.8 cents per share, fully franked. The dividend will be paid on
9 September 2022.
Acquisition of Insurance Brands Australia
In August 2022 the Group announced the acquisition of Insurance Brands Australia for a purchase price of $301 million, of which
$25 million is subject to meeting future financial performance criteria. The acquisition will be funded via $56.1 million of Steadfast
scrip to be issued to the vendors and utilisation of our corporate debt facility.
Capital raising
The Group is undertaking a fully underwritten placement to raise approximately $225 million together with an accompanying
non-underwritten Share Purchase Plan. This will provide further capacity for anticipated Trapped Capital acquisitions.
Likely developments
The Group’s ongoing business strategy is to grow shareholder value through maintaining and growing its market position in the
provision of insurance and related services, with a core focus on general insurance intermediation. Please refer to the Strategy
and Prospects section of the Directors’ report.
The Group continues to work closely with the management team of each acquired business, and allow each business to operate
in a manner consistent with the Group’s co-ownership model. In most cases, this model involves ongoing equity participation of
key management personnel in the business acquired.
The Board has provided the following FY23 guidance.
Underlying EBITA of $400.0 million to $420.0 million
Underlying NPAT of $190.0 million to $202.0 million
Underlying diluted EPS (NPAT) growth of 5% to 11%
This is subject to the following key assumptions:
strategic partners continue premium price increases;
completion of Insurance Brands Australia acquisition;
$250m equity raised (Institutional Placement and SPP);
$220m of Trapped Capital acquisitions in FY23 producing c. $22m of annualised EBITA; with $8m pro rata contribution
expected in FY23 (2.7% NPAT growth); and
no material economic impacts from current global uncertainties.
Environmental Regulation
The Group’s operations are not subject to any particular significant environmental regulations under a law of the Commonwealth
or under State or Territory legislation.
Indemnification and insurance of officers
In accordance with its Constitution, and where permitted under relevant legislation or regulation, the Company indemnifies the
Directors and Officers against all liabilities to another person that may arise from their position as Directors or Officers of the
Company and its subsidiaries, except if, in the Board’s reasonable opinion, the liability arises out of conduct which is fraudulent,
criminal, dishonest or a wilful default of the Directors’ or Officers’ duties.
In accordance with the provisions of the Corporations Act 2001, the Company has insured the Directors and Officers against
liabilities incurred in their role as Directors and Officers of the Company. The terms of the insurance policy, including the
premium, are subject to confidentiality clauses and therefore the Company is prohibited from disclosing the nature of the
liabilities covered and the premium paid.
50 Steadfast Group Annual Report 2022
Non-audit services
During the financial year, KPMG, the Group’s auditor, 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 engagements 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 affect 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 22 to the financial statements.
Lead Auditor's Independence Declaration
The lead auditor’s independence declaration is set out on page 78 and forms part of the Directors’ Report for the year ended
30 June 2022.
Steadfast Group Annual Report 2022 51
2022 Remuneration Report
Dear Shareholders,
On behalf of the Steadfast Group Board, I am pleased to present the Remuneration Report for the year ended 30 June 2022.
The purpose of this report is to outline Steadfast Group’s approach to remuneration for Executives and Non-Executive Directors,
and in particular, the links between Steadfast Group’s Remuneration Framework and business strategy, performance and reward.
The objectives of Steadfast Group’s Remuneration Framework are to:
maintain market competitive remuneration that enables the Group to attract and retain key talent;
align remuneration to the Group’s strategic and business objectives and the creation of shareholder value;
be fair, transparent and easily understood by all stakeholders; and
be acceptable to shareholders and meet community expectations.
FY22 performance
During the past 12 months the Steadfast Group has continued to perform strongly and achieved record full year underlying results
well in excess of initial guidance announced on 16 August 2021. This is despite the uncertainty and challenges of continuing Covid
lockdowns in the first half of the financial year. We believe that the results achieved by the Steadfast Group reflect our prudent
approach to implementing our strategies and plans, and the professionalism and dedication of our world class executive team.
The Group reported underlying earnings before interest, tax and amortisation (EBITA) of $340.4 million and underlying net profit
after tax (NPAT) of $169.0 million. This represents a 29.5% increase in underlying EBITA and a 29.3% increase in underlying NPAT
over the prior year. The Group’s underlying Earnings per Share (EPS) growth assessed for remuneration purposes was 16.5% and
return on capital was 13.2% for the financial year. The total Shareholder Return (TSR) since our listing has been 399.6%.
Remuneration changes
The Board continually reviews the Steadfast Group’s remuneration arrangements to ensure that our framework is fit-for-purpose
and continues to support our core business objectives.
As we highlighted in last year’s report to shareholders, in FY21 the Board enlisted the assistance of a remuneration consultancy
firm, Godfrey Remuneration Group (GRG) to undertake a review of our remuneration framework. A number of the changes
proposed by the GRG review were adopted for FY22. These changes and changes proposed for FY23 are outlined in the
Remuneration Report. Feedback from shareholders and other interested parties on these changes has been very positive. As a
result, minor changes only have been made to the remuneration structure for FY23, including a review of performance hurdles.
With the company entering the ASX 100, benchmarking of Executive total remuneration was undertaken and the Board has
increased Executives fixed salaries by 8.1% in FY23. Offsetting this increase, the Short-Term Incentive outperformance opportunity
has been eliminated for all except the Managing Director & CEO. Non-Executive Director fees were increased in FY22 and there
will be no increase in Non-Executive Director fees in FY23.
I invite you to read our Remuneration Report. I welcome feedback you may have on our remuneration framework to continue to
ensure it is meeting the needs and expectations of our shareholders, employees and other stakeholders. I am personally available
to discuss any aspect of our remuneration framework with our shareholders.
Sincerely,
Vicki Allen
Chair, Remuneration & Performance Committee
52 Steadfast Group Annual Report 2022
54
54
55
55
60
61
61
62
63
65
65
66
68
69
69
70
70
71
71
72
73
74
74
75
76
76
1. Introduction
1.1. Key management personnel
2. Remuneration outcomes for 2022
2.1. Link between Steadfast’s performance and remuneration
2.2. Maximum potential and actual STI and LTI outcomes
2.3. Targeted maximum potential and actual remuneration mix for FY22
2.4. STI and LTI vesting information
3. Remuneration explained
3.1. Remuneration framework, including changes for FY23
3.2. Fixed remuneration for FY22
3.3. Short-term incentives for FY22
3.4. Long-term incentives for FY22
3.5. Keeping Executives’ and shareholders’ interests aligned
4. Remuneration in detail
4.1. Statutory remuneration disclosure
4.2. Conditional rights
4.3. Executive service agreements
5. Non-Executive Director remuneration
5.1. Fee structure and policy
5.2. Minimum shareholding requirement
5.3. Remuneration details for Non-Executive Directors
6. Additional information
6.1. Remuneration governance
6.2. Valuation of conditional rights
6.3. Shareholdings
6.4. Related party transactions
Steadfast Group Annual Report 2022 53
2022 Remuneration Report 2022 Remuneration Report continued
1. Introduction
The Remuneration Report outlines Steadfast’s remuneration philosophy, framework and outcomes for the financial year ended
30 June 2022 (FY22) 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 certain direct reports. KMP are those persons having
authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly.
1.1. Key management personnel
The current KMP of the Group for the entire financial year unless otherwise stated, are as follows:
Name
Role
Date of appointment
Non-Executive Directors1
Frank O’Halloran, AM2
Chair, Non-Executive Director
David Liddy, AM3
Deputy Chair, Non-Executive Director
Vicki Allen4
Gai McGrath5
Anne O’Driscoll 6
Greg Rynenberg
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Former Non-Executive Directors
21 October 2012
1 January 2013
18 March 2021
1 June 2018
1 July 2013
10 August 1998
Phillip Purcell7
Non-Executive Director (retired on 22 February 2022)
1 February 2013
Executive Director
Robert Kelly, AM
Managing Director & CEO
18 April 1996
Other key management
Stephen Humphrys
Chief Financial Officer
Samantha Hollman
Chief Operating Officer
2 January 2013
4 January 2000
Allan Reynolds
Executive General Manager – Direct, New Zealand & Asia
5 December 2002
Former Other key management
Simon Lightbody8
CEO, Steadfast Underwriting Agencies (ceased on 1 February 2022)
1 January 2015
Changes following the end of the financial year
Joan Cleary
Non-Executive Director
28 July 2022
1 All Non-Executive Directors listed in the table above are independent directors.
2 Frank O’Halloran is Chair of the Nomination Committee.
3 David Liddy ceased as Chair of the Remuneration & Performance Committee on 31 October 2021.
4 Vicki Allen is Chair of the Remuneration & Performance Committee effective 1 November 2021.
5 Gai McGrath is Chair of the People, Culture & Governance Committee.
6 Anne O’Driscoll is Chair of the Audit & Risk Committee.
7 Phillip Purcell retired as a Non-Executive Director on 22 February 2022.
8 Simon Lightbody ceased as a KMP on 1 February 2022 and continued as a Non-Executive Director on a number of Steadfast Underwriting Agencies (SUA)
subsidiary boards.
54 Steadfast Group Annual Report 2022
2. Remuneration outcomes for 2022
The following table outlines the returns the Group delivered to its shareholders.
2.1. Link between Steadfast’s performance and remuneration
As a result of a review of our remuneration framework which was undertaken by Godfrey Remuneration Group in FY21, a number
of changes to our remuneration framework were adopted in FY22. EPS had been used as a core financial measure for determining
both STI and LTI awards for the Executive Team for FY21 and prior. For FY22 STI awards were determined based on return on
capital (ROC). Return on capital is defined as underlying NPAT divided by the shareholder equity at the beginning of the year. For
FY22, return on capital for the purposes of calculating STI incentives excludes the Coverforce acquisition in late August 2021.
EPS continues to be used as a performance measure for LTI. The ROC and EPS used in determining the STI and LTI incentive plans
for FY22 exclude non-trading income and expenses and are further adjusted for certain items the Board considers appropriate.
The underlying net profit for EPS excludes mark-to-market adjustments on listed investments.
In addition to EPS growth, the Board adopted TSR as a second financial performance measure for LTI awarded from August 2016
and beyond. This was a result of the Board’s ongoing review of the remuneration strategy to further strengthen the alignment
between shareholder returns and executive remuneration. TSR is calculated as the change in share price plus dividends declared
and any capital returns measured over the three-year vesting period. The Board has made changes to the STI and LTI schemes
for the financial year ending 30 June 2023. These changes are outlined in section 3.1.1.
Steadfast Group Annual Report 2022 55
2022 Remuneration Report continued
A. Reconciliation of the underlying net profit and EPS
Historical data pertaining to the key financial metrics involved in calculating STI and LTI are shown in the table below.
Reported net profit attributable to owners of the Company
2018
$'m
75.9
2019
$'m
103.8
2020
$'m
(55.2)
2021
$'m
2022
$'m
143.0
171.6
The reconciliation on the reported EPS to the underlying EPS used for STI and LTI is as follows:
Reported net profit attributable to owners of the Company
Less: non-trading income
Add: non-trading expenses
Less: non-trading tax effect
Less: non-controlling interests in non-trading items (net of tax)
Underlying net profit attributable to owners of the Company
Less: adjustments for purposes of executive incentives
Underlying net profit attributable to owners of the Company for
purposes of executive incentives
Adjusted underlying diluted EPS (cents per share) for calculating
executive incentives
Growth from prior financial year (%)
Growth required for minimum STI (%)
Growth required for maximum STI (%)
Growth required for maximum outperformance STI (%)
ROC required for minimum STI (%)
ROC required for maximum STI (%)
ROC required for maximum outperformance STI (%)
Opening equity (excluding Coverforce)
Underlying net profit attributable to owners of the Company
(excluding Coverforce)
ROC (excluding Coverforce) for calculating
executive incentives
Opening share price ($)
Closing share price ($)
Change in share price (cents per share)
Dividends declared per share (cents per share)
TSR for the year (cents per share)
TSR for the year (%)
Dividends paid for the year ($'m)
2018
$'m
75.9
(4.1)
3.0
(0.3)
0.5
75.0
-
2019
$'m
103.8
(15.0)
-
0.1
0.3
89.2
-
2020
$'m
(55.2)
(18.0)
190.9
(10.9)
5.1
111.9
(5.4)
2021
$'m
143.0
(24.2)
5.3
5.1
1.5
130.7
(4.0)1
2022
$'m
171.6
(9.1)
3.9
1.5
1.1
169.0
-
75.0
89.2
106.5
126.7
169.0
9.71
9.5%
5.0%
10.0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2.66
2.81
15.0
7.5
22.5
8.5%
55.2
11.27
16.1%
5.0%
10.0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2.81
3.51
70.0
8.5
78.5
27.9%
62.6
12.70
10.5%
5.0%
10.0%
N/A
N/A
N/A
N/A
N/A
14.63
17.58
15.2%2
16.5%3
7.5%
12.5%
15.0%
N/A
N/A
N/A
N/A
N/A
N/A
12.2%
12.4%
12.7%
1,120.1
1,158.9
N/A
130.7
153.0
11.7%
13.2%
N/A
3.51
3.36
(15.0)
9.6
(5.4)
3.36
4.40
104.0
11.4
115.4
(1.5%)
34.3%
73.1
90.0
4.40
5.02
62.0
13.0
75.0
17.0%
111.8
1 This includes the impact of Jobkeeper ($1.5m) which has been deducted from FY21 earnings to calculate executive incentives.
2 The FY20 base EPS for assessing FY21 incentives and for future periods is 12.70 cents per share.
3 The FY21 base EPS for assessing FY22 incentivies was 15.09 cents per share.
56 Steadfast Group Annual Report 2022
B. Return on Capital
The graph below shows the base, minimum, maximum and actual return on capital used for determining STI for the financial year
30 June 2022. No STI is payable if the return on capital is less than 12.2%. The maximum STI including outperformance is awarded
if the return on capital is 12.7% or higher.
The return on capital assessed for executive incentives in FY22 was 13.2%. This return was ahead of initial expectations due to
actions taken by management during the year, including:
improved performance by a number of our businesses particularly underwriting agencies with strong market share growth; and
strategic acquisitions
Return on Capital (Underlying NPAT as % of opening shareholder's funds)
13.213.2
11.711.7
10.610.6
8.58.5
8.88.8
14
12
10
8
6
4
2
0
FY18
FY19
FY20
FY21
FY22¹
1 Excludes Coverforce.
Steadfast Group Annual Report 2022 57
2022 Remuneration Report continued
C. Underlying diluted EPS (cents per share)
The graph below shows the base, minimum, maximum and actual underlying diluted EPS (cents per share) used for determining
STI for the financial years ended 30 June 2013 to 30 June 2021 and LTI for the financial years ended 30 June 2013 to 30 June
2022. The underlying diluted EPS for the prior financial year is the base used for calculating growth for the following financial year.
The underlying diluted EPS growth accounts for 50% weighting on LTI awards (FY21: 75%), which is not payable unless at least
7.5% (FY21: 5%) straight line growth is achieved over the three-year vesting period.
The underlying diluted EPS assessed for executive incentives in FY22 was 17.58 cps, up 16.5%. This growth was ahead of initial
expectations due to actions taken by management during the year, including:
improved performance by a number of our businesses particularly underwriting agencies with strong market share growth; and
strategic acquisitions, including Coverforce
Underlying Diluted Earnings Per Share for Incentive Purposes
17.58
17.58
14.63
14.63
12.70
12.70
11.27
11.27
9.719.71
8.878.87
8.098.09
7.247.24
6.226.22
5.225.22
20
15
10
5
0
FY13¹
FY14
FY15
FY16
FY17
FY18
FY19
FY20²
FY21²
FY22
u Base EPS
u Growth to achieve min EPS
u Growth to achieve max EPS
u Growth to achieve outperformance
u Actual EPS
1 FY13 data is based on pro-forma financial information as if the Group operations, which listed in August 2013, had operated as the Group for FY13.
2 The base EPS for assessing FY21 incentives and for future periods was 12.70 cents per share.To calculate FY20 incentives, 12.45 cents per share was utilised.
The straight line growth between FY19 and FY22 was 56% or 18.7% per annum. This exceeded the high watermark growth of 10.0%
per annum required for the award of maximum LTI incentives.
58 Steadfast Group Annual Report 2022
D. Total Shareholder Return (TSR)
The graph below shows the Company’s TSR in FY22 as well as the cumulative TSR since FY20, compared against the median TSR
of the top 200 ASX companies excluding those in the mining industry (peer group).
TSR accounts for 50% weighting on the LTI awards, which is not payable unless equal to or above the 50th percentile of the peer
group is achieved over the three-year vesting period. Maximum award occurs if TSR is at or above the 75th percentile of the
peer group.
Steadfast Group Annual Report 2022 59
2022 Remuneration Report continued
2.2. Maximum potential and actual STI and LTI outcomes
All participants of the STI and LTI schemes have to achieve at least 60% of their annual key performance objectives to be eligible
for any incentive payments.
The MD & CEO’s performance against his annual key performance indicators (KPIs) set at the beginning of FY22 is set out below:
FY22 performance measures
Weighting % Achieved % Comments
Successful completion of Trapped Capital Projects
with a minimum $12m of annualised EBITA
acquired in FY22 at prices no greater than 10 times
EBITA, unless approved by the Board.
Successfully integrate Coverforce into Steadfast,
including meeting forecasted FY22 earnings
and synergies.
Finalise the strategy plan for growth across the
UnisonSteadfast Network.
Benchmarking Coverforce margins against our
other Equity Brokers.
Continue to further develop and strengthen the
Executive team for succession planning.
Continue strong support for our people and
culture initiatives, including diversity, TOGETHER
and succession planning.
20%
20%
15%
15%
15%
Achieved $12.6m EBITA from Trapped
Capital Projects.
20%
Integration completed and
highly successful.
20%
12% Strategy plan agreed.
Benchmarking commenced with plans to
implement best practice in the second half
of FY23.
10%
Executive team assumed
greater responsibilities.
12%
15%
100%
15%
89%
Continued to enhance culture through
TOGETHER and diversity.
The above scorecard shows more than 60% of KPIs were achieved.
The table below provides details of maximum potential STI and LTI, and actual STI and LTI awarded to KMP.
Maximum
STI
(including
outperformance)
potential
(% of fixed
pay)
Fixed pay
$
STI – cash
out-
come
(60% of
outcome)
$
Actual STI
outcome(a)
(% of fixed
pay)
STI –
deferred
equity
award
outcome(b)
(40% of
outcome)
$
Maximum
LTI
potential
(% of fixed
pay)
Actual LTI
outcome(a)
(% of fixed
pay)
LTI –
deferred
equity
award
outcome(b)
$
Robert Kelly, AM
1,155,000
200.00%
200.00% 1,386,000
924,000
100.00%
100.00% 1,155,000
Stephen Humphrys
630,000
125.00%
125.00%
472,500
315,000
100.00%
100.00%
630,000
Samantha Hollman
525,000
125.00%
125.00%
393,750
262,500
75.00%
75.00%
393,750
Simon Lightbody(c)
291,667
125.00%
125.00%
218,750
-
75.00%
0.00%
-
Allan Reynolds
485,000
125.00%
125.00%
363,750
242,500
75.00%
75.00%
363,750
Table notes
a. All participants of the FY22 STI and LTI schemes have exceeded the 60% non-financial performance hurdle and therefore
are eligible.
b. The number of conditional rights to be granted to the KMPs has been determined by the dollar value of the deferred equity
award (DEA) outcome divided by the weighted average share price over the five trading days prior to the date of this report. The
LTI award outcome is subject to meeting future financial performance hurdles detailed in Section 3.4.
c. Simon Lightbody ceased as a KMP on 1 February 2022 and continued as a Non-Executive Director on the Steadfast
Underwriting Agencies (SUA) subsidiary boards. Amounts disclosed above reflect his time as KMP. No DEA in relation to FY22
was awarded/granted to Simon Lightbody.
60 Steadfast Group Annual Report 2022
2.3. Targeted maximum potential and actual remuneration mix for FY22
Robert Kelly, AM Targeted Maximum
Robert Kelly, AM Actual
25%25%
25%25%
30%30%
30%30%
23%23%
23%23%
25%25%
25%25%
25%25%
25%25%
25%25%
20%20%
20%20%
15%15%
15%15%
17%17%
17%17%
17%17%
17%17%
17%17%
25%25%
25%25%
31%31%
31%31%
25%25%
25%25%
25%25%
25%25%
25%25%
43%43%
31%31%
31%31%
33%33%
33%33%
33%33%
33%33%
33%33%
57%57%
0
20
40
60
80
100
Stephen Humphrys Targeted Maximum
Stephen Humphrys Actual
Samantha Hollman Targeted Maximum
Samantha Hollman Actual
Simon Lightbody Targeted Maximum
Simon Lightbody Actual
Allan Reynolds Targeted Maximum
Allan Reynolds Actual
u Fixed remuneration
u At risk – STI cash
u At risk – STI deferred
u At risk – LTI
2.4. STI and LTI vesting information
Summary of vesting conditions of deferred equity awards in the STI and LTI plans are as detailed below:
STI
LTI
Vesting conditions
Tenure of employment
No material adverse change to the FY22
reported results (being a material overstatement
of NPAT) over the retention period of one year
(being one year from the grant date to the
vesting date)
Refer Section 3.3 for more details including
award conditions
Awarded each year
Tenure of employment
Achieve at least 60% of the annual key
performance objectives
50% based on average underlying diluted EPS
increasing by a straight line 7.5% to 12.5% per
annum over a three-year vesting period; vesting
made on a 50-100% straight line basis
50% based on minimum TSR measured against
50th to 75th percentile of the peer group
Refer Section 3.4 for more details including
award conditions
Steadfast Group Annual Report 2022 61
2022 Remuneration Report continued
The vesting schedule for Deferred Equity Awards (DEA) of conditional rights to convert to Steadfast ordinary shares that were
on foot during the financial year or granted since is set out below, subject at all times to the vesting conditions being met (refer
Section 6.2 for the vesting date of the STI and LTI conditional rights):
August 2021
August 2022
August 2023
August 2024
August 2025
Year vesting
DEA awarded
August 2018
August 2019
August 2020
August 2021
August 2022
STI
LTI
STI
LTI
STI
LTI
STI
LTI
STI
LTI
Vesting occurs three years after grant date
Vesting occurs in three equal tranches after one, two, and three years from grant date
Vesting occurs one year from grant date
Details of the Steadfast ordinary shares transferred to the relevant Executive Team members (at nil cost to them) for the DEAs that
vested during the current financial year are set out in Section 6.3.
3. Remuneration explained
The Group’s remuneration structure aligns with ASX Corporate Governance Principles & Practice (4th edition).
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 incentive schemes are designed to encourage participants
to strive to ensure Steadfast outperforms the market on an ongoing basis (refer table 2.1 for EPS growth comparison against the
finance sector and broader market).
The remuneration framework links rewards with the strategic goals and performance of the individual and the Group and provides
a market competitive mix of both fixed and variable rewards. To retain and attract high calibre employees, the Group has adopted
an approach to position fixed remuneration and total remuneration around the 75th percentile. Key Performance Indicators (KPIs)
together with weightings are established for each individual and are aligned to the Group’s strategic objectives.
The key elements of the executive remuneration are:
fixed remuneration consisting of cash salary, superannuation and non-monetary benefits (Section 3.2);
an annual incentive referred to as short-term incentive (STI) plan (Section 3.3); and
a long-term incentive referred to as long-term incentive (LTI) plan (Section 3.4).
Refer to Section 2.3 for targeted maximum remuneration mix.
62 Steadfast Group Annual Report 2022
3.1. Remuneration framework, including changes for FY23
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 sustainable long-term value for shareholders and conforms to market practice for delivery of remuneration. The
incentive schemes are designed to incentivise performance that is better than market.
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 individual KPIs and
financial performance targets; and
transparent reward structures.
3.1.1. Target remuneration mix
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 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 hurdles:
Return of capital (ROC) is used to determine STI award. ROC is defined as underlying NPAT (adjusted for certain items the
Board considers appropriate) divided by the shareholder equity at the beginning of the year. The underlying EPS growth and
TSR are used as the financial performance hurdles for LTI. The Board considers that EPS, ROC and TSR are the best drivers
of executive behaviour that achieve superior performance outcomes for Steadfast and its shareholders. ROC and EPS are
transparent measures that are easily reconciled to reported net profit (see Section 2.1). As funding mix can impact EPS, it is
noted that the Board has approved a maximum total Group gearing ratio of 30.0% excluding premium funding borrowings.
The total Group gearing ratio at year-end was 19.0%;
The Board considers TSR is an effective way to incentivise and measure long-term shareholder value creation;
non-financial performance hurdle – each member of the Executive Team is set annual performance objectives known as KPIs
with weightings 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 DEA and is intended to be satisfied by the issue or transfer of ordinary shares in the capital of the
Company over a one-year period from the grant date;
subject to meeting the individual and Group 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
– DEA and LTI) downwards if it is appropriate to do so. This discretion applies to all the STI and LTI awards on applicable dates
for vesting of share-based payment awards.
The Group has achieved excellent financial performance since its initial public offering (IPO) in August 2013 as demonstrated by
the following:
a return on opening capital of 13.2% in FY22;
a 16.5% underlying diluted EPS growth in FY22;
a 237.0% underlying diluted EPS growth for the period since the IPO; and
a TSR of 399.6% for the period since the IPO.
As part of the ongoing review of remuneration, the STI and LTI plans are continuously refined to ensure incentives are aligned
with the Group’s remuneration philosophy, market competitiveness and shareholder feedback on the incentive schemes. As
previously communicated, in view of the feedback, the Board had decided, after consultation with management, to change both
STI and LTI terms for the financial year ending 30 June 2022.
EPS had been used as a core financial measure for determining both STI and LTI awards for the Executive Team for FY21 and prior
years. For FY22, the Board has elected to use ROC for the STI award and EPS will continue to be used for LTI. ROC is defined as
underlying NPAT divided by the shareholder equity at the beginning of the year (adjusted for certain items the Board considers
appropriate). For FY22, ROC excludes the Coverforce acquisition. The weighting of EPS and TSR is a 50:50 mix for calculating any
LTI entitlements.
The FY22 key terms for the STI and LTI plans are set out in the next page.
Steadfast Group Annual Report 2022 63
2022 Remuneration Report continued
Remuneration changes
STI
The deferred component of the STI award will vest one year from grant date. 30% of the amount calculated will be
awarded only if there has been achievement of both the financial target as well as strategic and individual personal
goals. 70% of STI is calculated with reference to the return on capital (underlying NPAT) hurdles per the table below. The
hurdles are calculated with reference to the capital on hand at the start of the financial year and in the current financial
year, underlying NPAT used in the calculation of return on capital, excludes the Coverforce acquisition completed in the
financial year.
Financial year ended 30 June 2022
Financial year ending 30 June 2023
Return on capital
Award outcome
Return on capital
Award outcome
Below 12.2%
0%
Below 11.35%
0%
12.2% to 12.4%
80% vesting to maximum award
on a straight line basis
11.35% to 11.75%
50% vesting to maximum award
on a straight line basis
12.4%
Maximum award
11.75%
Maximum award
12.4% to 12.7%
12.7% or higher
Outperformance award on a
straight line basis
11.75% to 12.25%
Outperformance award on a
straight line basis
Maximum
outperformance award
The maximum outperformance amount will be calculated as a percentage of fixed pay as follows:
KMP
Outperformance award
KMP
Outperformance award
Robert Kelly, AM
Stephen Humphrys
Samantha Hollman
Allan Reynolds
50%
25%
25%
25%
Robert Kelly, AM
Stephen Humphrys
Samantha Hollman
Allan Reynolds
50%
0%
0%
0%
LTI
50% based on average underlying diluted EPS increasing by a straight line 7.5% to 12.5% (FY23: 8.0% to 11.0%) per annum
over a future three-year vesting period. The vesting schedule is outlined below:
Financial year ended 30 June 2022
Financial year ending 30 June 2023
Straight line underlying
diluted EPS growth
Vesting outcome
Straight line underlying
diluted EPS growth
Vesting outcome
Below 7.5%
At 7.5%
7.5% to 12.5%
0%
50%
Straight line between 50%
to 100%
Below 8.0%
At 8.0%
8.0% to 11.0%
0%
25%
Straight line between 25%
to 100%
12.5% or higher
100%
11.0% or higher
100%
50% based on TSR measured against Top 200 ASX companies excluding those in the mining industry (peer group).
TSR
Equal to or less than 50th
percentile of peer group
0%
TSR
Equal to or less than 50th
percentile of peer group
0%
Greater than 50th but less
than 75th percentile of
peer group
Straight line between 50%
to 100%
Greater than 50th but less
than 75th percentile of
peer group
Straight line between 25%
to 100%
Equal to or exceeding
75th percentile of
peer group
100%
Equal to or exceeding 75th
percentile of peer group
100%
All STIs awarded in August 2020 and prior are based on underlying diluted EPS growth inclusive of any mark-to-market adjustment
in Johns Lyng Group and all STIs awarded in August 2021 and beyond are exclusive of any mark-to-market adjustments in listed
investments and properties.
64 Steadfast Group Annual Report 2022
All LTIs granted in August 2017 (vesting August 2020), August 2018 (vesting August 2021) and August 2019 (vesting August 2022)
were awarded and will vest using underlying diluted EPS growth inclusive of any mark-to-market adjustment in Johns Lyng
Group. However, for LTIs granted in August 2020 (vesting August 2023), August 2021 (vesting August 2024) and August 2022
(vesting August 2025), they will be awarded and vested based on underlying diluted EPS growth exclusive of any mark-to-market
adjustments in listed investments and properties.
3.2. Fixed remuneration for FY22
The table below outlines the key details of Executives’ fixed remuneration.
Component
Details
Description
Cash salary, superannuation, and non-monetary benefits.
Purpose and link to strategy Helps to attract and retain high calibre executives.
Reflects individual role, experience and performance.
Operation
Reviewed annually by the Remuneration & Performance Committee and fixed for 12 months
(unless there is a significant role change), with any changes effective 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.
The Executive Team is provided with cash salary, superannuation, and other non-monetary
benefits such as car parking, income protection and life insurances.
Potential reward
Fixed remuneration targeted at 25%-33% of total remuneration.
3.3. Short-term incentives for FY22
The table below outlines the key details of the STI plan. STI awards in FY22 are summarised in Section 2.2 of the
Remuneration Report.
Component
Details
Purpose and link to strategy Rewards the achievements of the Groups business plan and individual goals over a 12
month period
Operation
STI Plan consisting of cash and deferred equity award.
Potential reward
STI awards are performance based, at risk reward arrangements with Board discretion.
The combined total of at risk remuneration (STI and LTI combined) is targeted at 67%-75% of
total remuneration.
Performance metrics
STI – Cash award (60% of total STI); Deferred equity award (40% of total STI)
Continuous employment for the vesting period for deferred equity awards over one year from
grant date;
vesting is subject to future performance hurdles below; and
no negative material deterioration in reported results in the subsequent year.
Performance measures
Non-financial measures:
Personal objectives (KPIs) as agreed with the Board. At least 60% of the objectives must be
achieved by the members of the Executive Team to be eligible for any STI. The MD & CEO
achieved a substantial majority of his FY22 non-financial objectives with weightings (refer
Section 2.2).
Financial measures relating to awards issued during FY22 (awarded in August 21):
No STI is payable unless at least 12.2% ROC is achieved. Maximum STI (including
outperformance) can be awarded if the ROC growth is 12.7% or higher.
Steadfast Group Annual Report 2022 65
2022 Remuneration Report continued
Component
Details
Potential maximum STI
(including outperformance)
MD & CEO can earn an STI up to 200% of his annual fixed remuneration.
The other Executives within the Executive Team can earn up to 125% of their annual
fixed remuneration.
Approval of the STI
The MD & CEO’s STI is recommended by the Remuneration & Performance Committee
based on the Group’s financial and his non-financial performance outcomes and approved by
the Board.
The STI of other members of the Executive Team is recommended by the MD & CEO
to the Remuneration & Performance Committee, based on the Group’s financial and their
non-financial performance outcomes. It is recommended by the Remuneration & Performance
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 delivers
outcomes that support the success of Steadfast.
Forms of STI reward
elements
The financial measure of ROC is chosen to ensure long-term shareholder value is increased.
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 one-year tenure performance hurdle from the grant date.
Key terms of DEA
DEA is 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 their DEA.
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, and no material adverse change to the reported results. The Remuneration &
Performance Committee noted there had not been any negative material deterioration in EPS
from prior year adjustments in the subsequent year.
These rights will accrue notional dividends and may accrue, subject to Board discretion, any
bonus element inherent in any rights issue, which will be paid as additional shares upon vesting.
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. Malus provisions also apply.
The conditional rights will be forfeited if the Executive resigns before the vesting date.
When an Executive ceases employment in special circumstances, such as genuine retirement,
redundancy or ill health, any unvested rights may be paid in cash and/or Steadfast ordinary
shares, subject to Board discretion.
Forfeiture conditions
Change of control
The conditional rights vest upon a change of control event.
3.4. Long-term incentives for FY22
The table below outlines the key details of the LTI plan. LTI awards in FY22 are summarised in Section 2.2 of the
Remuneration Report.
Component
Details
Purpose and link to strategy Provides opportunity for the Executive Team to acquire equity in the Company as a reward for
increasing EPS and TSR over the longer term and helps to attract and retain talent.
Operation
LTI Plan consisting of DEA.
Potential reward
LTI awards are discretionary, performance based, at risk reward arrangements.
The combined total of at risk remuneration (LTI and STI combined) is targeted at 67%-75% of
total remuneration.
66 Steadfast Group Annual Report 2022
Component
Details
Performance metrics
LTI – Deferred equity award (100%)
Continuous employment and performance rating to be met for the three-year vesting period;
vesting is subject to future performance hurdles below; and
no negative material deterioration in reported results in the subsequent year.
Future performance hurdle Non-financial measures:
At least 60% of the personal objectives (KPIs) must be achieved by the members of the Executive
Team to be eligible to receive any LTI. The MD & CEO achieved a substantial majority of his FY22
non-financial objectives with weightings (refer Section 2.2).
Financial measures relating to awards issued during FY22 (awarded in August 2021):
50% is based on average underlying diluted EPS growth, which is not payable unless at least
7.5% straight line growth is achieved over a future three-year vesting period. The vesting
schedule is outlined below:
Average diluted underlying EPS growth
Vesting outcome
Below 7.5%
At 7.5%
7.5% to 12.5%
12.5% or higher
and
0%
50%
Straight line between 50% to 100%
100%
50% is based on TSR measured against the top 200 ASX companies excluding those in the
mining industry (peer group), which is not payable unless TSR exceeds the median of the peer
group. TSR is calculated as the change in share price plus dividends declared and any capital
returns measured over the financial year together with a future three-year vesting period. The
vesting schedule is outlined below:
TSR
Equal to or less than 50th percentile of
peer group
Vesting outcome
0%
Greater than 50th but less than 75th percentile of
peer group
Straight line between 50% to 100%
Equal to or exceeding 75th percentile of
peer group
100%
Potential maximum LTI
The MD & CEO and CFO can earn up to 100% of their annual fixed remuneration.
The other Executives within the Executive Team can earn 44% to 100% of their annual
fixed remuneration.
Approval of the LTI
Forms of LTI reward
The Board approves the LTI based on the financial and non-financial performance outcome as
recommended by the Remuneration & Performance Committee.
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.
Rationale for choosing
performance measures
The financial measures of EPS growth and TSR are chosen to ensure long-term shareholder
value is increased.
The non-financial measures are chosen to ensure each member of the Executive Team delivers
outcomes that support the success of Steadfast.
Steadfast Group Annual Report 2022 67
2022 Remuneration Report continued
Component
Details
Key terms of DEA
DEA is 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 not accrue notional dividends and may accrue, subject to Board discretion, 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. Malus provisions also apply.
The conditional rights will be forfeited if the Executive resigns before the vesting date.
When an Executive ceases employment in special circumstances, such as genuine retirement,
redundancy or ill health, any unvested rights may be paid in cash and/or Steadfast shares subject
to Board discretion.
Change of control
The conditional rights will vest upon change of control. However, the Board has discretion for
them to immediately vest or to vest over the vesting period.
3.5. Keeping Executives’ and shareholders’ interests aligned
Component
Details
Shareholding requirements
The Executive Team have acquired Steadfast’s ordinary shares through the following means:
shares allocated to three Executives either directly or through loans, which have since been
repaid by the Executives;
allotment of ordinary shares to Mr Lightbody (former Executive) as part consideration for the
acquisition by Steadfast, as part of the IPO in August 2013, of Miramar, an underwriting agency
business then partly owned by Mr Lightbody;
subscription for ordinary shares as part of the Company’s IPO and subsequent rights issues;
participation in the Company’s Dividend Reinvestment Plan;
conditional rights converting into ordinary shares;
potential vesting of DEAs granted through the STI and LTI Plans in the financial years from
1 July 2014 onwards (refer Sections 3.3 and 3.4 for further details of the STI and LTI Plans); and
purchase of shares on market within trading windows.
Section 6.3 provides details of movements of Steadfast’s ordinary shares held by the Executive Team during the current
financial year.
68 Steadfast Group Annual Report 2022
4. Remuneration in detail
4.1. Statutory remuneration disclosure
The table below provides remuneration details for the KMP (including the MD & CEO and his direct reports).
No KMP was newly appointed to the Executive Team during either financial year.
Short-term employment
benefits
Post-
employ-
ment
benefits
Other
long-term
employ-
ment
benefits
Subtotal
(excluding
share-
based
payments)
Share-based
payments
Total
(1)
(2)
(3)
(4)
(5)
(6)
Cash salary
and leave
accruals
$
Cash
short- term
incentive
$
Non-
monetary
benefits
$
Super-
annuation
$
Long
service
leave
accruals
$
$
$
$
Key Management Personnel
Robert Kelly, AM, Managing Director & CEO
2022
2021
1,171,529 1,386,000
90,161
23,568
30,894 2,702,152
2,079,000 4,781,152
1,072,441
1,320,000
25,784
21,694
17,817
2,457,736
1,980,000
4,437,736
Stephen Humphrys, Chief Financial Officer
2022
2021
677,051
472,500
30,882
23,568
14,100
1,218,101
945,000 2,163,101
621,003
450,000
20,646
21,694
9,547
1,122,890
900,000 2,022,890
Samantha Hollman, Chief Operating Officer
2022
2021
525,392
393,750
20,181
23,568
10,699
973,590
656,250 1,629,840
490,853
375,000
17,211
21,694
7,909
912,668
625,000
1,537,668
Allan Reynolds, Executive General Manager – Direct, New Zealand & Singapore
2022
2021
480,295
291,000
10,848
23,568
14,861
820,572
557,750 1,378,322
463,113
276,000
6,426
21,694
7,098
774,331
529,000
1,303,331
Former Key Management Personnel
Simon Lightbody, CEO - Steadfast Underwriting Agencies(7)
2022
2021
277,457
218,750
24,561
16,107
4,092
540,967
221,511
762,478
487,828
375,000
42,201
21,694
7,765
934,487
625,000
1,559,487
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 2022 short-term incentive (STI) represents 60% of the total STI awarded and approved by the Board and will be paid in cash
in September 2022.
3. The Executive Team is provided with cash salary, superannuation, and other non-monetary benefits such as car parking,
income protection and life insurances.
4. Superannuation contributions are paid in line with legislative requirements.
5. Long service leave accruals are determined in accordance with AASB 119 Employee Benefits.
6. Share-based payments represent the expense amount accrued in the year for deferred equity awards (both STI and LTI). The
2022 expense is higher than prior year due to the cumulative effect of prior years’ grants plus increased probability of meeting
vesting conditions.
7. Simon Lightbody ceased as a KMP on 1 February 2022 and has continued as a Non-Executive Director and advisor on a number
of the Steadfast Underwriting Agencies (SUA) subsidiary boards.
Steadfast Group Annual Report 2022 69
2022 Remuneration Report continued
4.2. Conditional rights
The table below provides the number of conditional rights held by KMPs as at 30 June 2021 and 30 June 2022. These are
aggregate holdings of unvested DEAs from the various grants that remain on foot (see chart in section 2.4).
Balance
30 June 2021
STI granted
during FY22
LTI granted
during FY22
DRP granted
STI/LTI vested
during FY221
Balance
30 June 2022
Robert Kelly, AM
1,299,977
187,809
Stephen Humphrys
Samantha Hollman
Simon Lightbody2
Allan Reynolds
561,009
361,805
363,398
287,747
64,026
53,355
53,355
39,269
234,762
128,052
80,032
80,032
73,630
9,792
3,454
2,876
2,894
1,940
(507,337)
1,225,003
(201,856)
554,685
(131,298)
366,770
(130,059)
369,620
(92,653)
309,933
2,873,936
397,814
596,508
20,956
(1,063,203)
2,826,011
1 The third tranche of the STI DEAs granted in August 2018, the second tranche of the STI DEAs granted in August 2019, the first tranche of the STI DEAs granted in August
2020 and the LTI DEAs granted in August 2018 were vested in the current financial year. In accordance with the terms of the STI and LTI plans, eligible participants
of the plans received one Steadfast ordinary share per conditional right at nil cost to them upon vesting.
2 Simon Lightbody ceased as a KMP on 1 February 2022 and continued as a Non-Executive Director and advisor on a number of the Steadfast Underwriting Agencies
(SUA) subsidiary boards until 1 August 2022.
Refer Section 6.2 for the fair value of the conditional rights awarded in August 2021.
4.3. Executive service agreements
Steadfast has ongoing executive service agreements (Executive Agreements) with each KMP. 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 Agreements. The Executive Agreements do not provide for any
termination payments, other than payment in lieu of notice by the Company.
Name
Notice period from
the Company
Notice period from
the employee
Termination provisions in relation
to payment in lieu of notice
Robert Kelly, AM1
12 months
Stephen Humphrys
Samantha Hollman
Simon Lightbody
Allan Reynolds
6 months
6 months
6 months
6 months
12 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
1 Mr Kelly has stated his intention not to terminate his employment contract before the period immediately succeeding the AGM in October 2023.
In accordance with the requirements of Corporations Act 2001, termination provisions could include the payment of unused
annual leave and long service leave accruals where applicable.
4.3.1. Retrenchment entitlements
In the event of redundancy or ill health, Mr Kelly will be paid an amount equal to 12 months fixed remuneration.
4.3.2. 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.
70 Steadfast Group Annual Report 2022
5. Non-Executive Director remuneration
5.1. Fee 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.
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 Annual General Meeting held on 22 October 2021, the shareholders approved the maximum aggregate Directors’ fee pool
of $2,000,000 per annum for each financial year effective from and including the financial year commenced on 1 July 2021.
The table below contains the annual fee structure for the Steadfast Board and committees (inclusive of superannuation). The
remuneration details are set out in Section 5.3.
Board
$
Audit & Risk
Committee
$
Nomination
Committee
$
Remuneration &
Performance
Committee
$
People, Culture &
Governance
Committee
$
Chair
Deputy Chair
Members
2022
2021
2022
2021
2022
2021
305,000
275,000
230,000
160,000
170,000
135,000
40,000
30,000
-
-
7,500
7,500
-
-
-
-
-
-
40,000
27,500
-
-
7,500
7,500
30,000
20,000
-
-
-
-
No additional remuneration will be paid for the Chair and members of the Nomination Committee nor any directorships of
subsidiaries. The Directors have determined that fees for the financial year ended 30 June 2023 will not be increased.
Board members are allocated to different Committees based on the requirements of the Committee, hence Board members do
not sit on all the Committees. The Chair and Deputy Chair have a standing invitation to attend all committee meetings.
Steadfast Group Annual Report 2022 71
2022 Remuneration Report continued
The remuneration for the Steadfast Board and committees was determined and paid in accordance with the table below which
was the committee structure as at 30 June 2021.
Role
Chair
Members1
Audit &
Risk Committee
Nomination
Committee
Remuneration &
Performance
Committee
People, Culture &
Governance
Committee
Anne O’Driscoll
Frank O'Halloran, AM David Liddy, AM
Gai McGrath
Vicki Allen
Greg Rynenberg
Robert Kelly, AM
David Liddy, AM
Vicki Allen
Gai McGrath
Anne O'Driscoll
Philip Purcell
Greg Rynenberg
Vicki Allen
Philip Purcell
Robert Kelly, AM
Philip Purcell
Greg Rynenberg
1 Philip Purcell retired as a Non-Executive Director on 22 February 2022.
The table below provides the Chair and members information for the Steadfast committees as at 30 June 2022.
Role
Chair
Members
Audit &
Risk Committee
Nomination
Committee
Remuneration &
Performance
Committee1
People, Culture &
Governance
Committee
Anne O’Driscoll
Frank O'Halloran, AM Vicki Allen
Gai McGrath
Vicki Allen
Greg Rynenberg
Robert Kelly, AM
David Liddy, AM
Vicki Allen
Gai McGrath
Anne O'Driscoll
Greg Rynenberg
David Liddy, AM
Robert Kelly, AM
Greg Rynenberg
1 Vicki Allen commenced as Chairman of the Remuneration & Performance Committee effective 1 November 2021.
5.2. Minimum shareholding requirement
Non-Executive Directors are not required under the Company’s constitution to hold any of 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.
Refer Section 6.3 for details of Steadfast’s ordinary shares held by the Non-Executive Directors.
72 Steadfast Group Annual Report 2022
5.3. Remuneration details for Non-Executive Directors
The table below provides remuneration details of the Non-Executive Directors on the Company’s Board.
Short-term employment benefits
Post-
employment benefits
Board fees
$
Committee fees
$
Superannuation
$
Total
$
Current Non-Executive Directors
Frank O’Halloran, AM
2022
2021
David Liddy, AM
2022
2021
Vicki Allen
2022
2021
Gai McGrath
2022
2021
Anne O’Driscoll
2022
2021
Greg Rynenberg
2022
2021
281,432
253,306
209,091
146,119
170,000
38,942
170,000
135,000
154,545
123,288
154,546
123,288
-
-
-
31,963
31,667
4,327
30,000
20,000
36,364
34,247
13,636
13,699
23,568
21,694
20,909
16,918
-
-
-
-
19,091
14,965
16,818
13,013
305,000
275,000
230,000
195,000
201,667
43,269
200,000
155,000
210,000
172,500
185,000
150,000
Former Non-Executive Director
Philip Purcell1
2022
2021
103,030
123,288
9,091
13,699
11,212
13,013
123,333
150,000
1 2022 fees for Philip Purcell are until 22 February 2022 being his retirement date.
Steadfast Group Annual Report 2022 73
2022 Remuneration Report continued
6. Additional information
6.1. 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.
6.1.1. Role of the Remuneration & Performance Committee
The Remuneration & Performance Committee of the Board is responsible for reviewing and recommending to the Board
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 table in Section 1.1.
6.1.2. Use of remuneration consultant
The Remuneration & Performance 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 with
respect to the Executive Team. Remuneration consultants are engaged no less than every three years to provide information on
fixed remuneration packages and incentives to the Remuneration & Performance Committee.
An external remuneration consultant, Godfrey Remuneration Group, was engaged during the financial year to conduct
remuneration benchmarking of base salaries for the Executive team and fees for the Board, as well as a review of STI and
LTI schemes for the Executive Team. The benchmarking provided by Godfrey Remuneration Group was in line with Steadfast
remuneration framework.
6.1.3 Hedging prohibition
All deferred equity awards must remain at risk until it has fully vested. Accordingly, Executives must not enter into any scheme
that specifically hedges the value of equity allocated.
74 Steadfast Group Annual Report 2022
6.2. Valuation of conditional rights
The table below details the fair value of conditional rights issued affecting remuneration of KMP in the previous, current or future
reporting periods:
Description
Recipient
Grant date
Vesting date
October 2021 STI conditional rights3
MD & CEO
22-Oct-21
16-Aug-22
October 2021 STI conditional rights3
MD & CEO
22-Oct-21
16-Aug-23
October 2021 STI conditional rights3
MD & CEO
22-Oct-21
16-Aug-24
August 2021 STI conditional rights3
Other executives
16-Aug-21
16-Aug-22
August 2021 STI conditional rights3
Other executives
16-Aug-21
16-Aug-23
August 2021 STI conditional rights3
Other executives
16-Aug-21
16-Aug-24
October 2020 STI conditional rights4
MD & CEO
28-Oct-20
25-Aug-21
October 2020 STI conditional rights4
MD & CEO
28-Oct-20
25-Aug-22
October 2020 STI conditional rights4
MD & CEO
28-Oct-20
25-Aug-23
August 2020 STI conditional rights4
Other executives
25-Aug-20
25-Aug-21
August 2020 STI conditional rights4
Other executives
25-Aug-20
25-Aug-22
August 2020 STI conditional rights4
Other executives
25-Aug-20
25-Aug-23
October 2019 STI conditional rights4
MD & CEO
17-Oct-19
21-Aug-21
October 2019 STI conditional rights4
MD & CEO
17-Oct-19
21-Aug-22
August 2019 STI conditional rights4
Other executives
21-Aug-19
21-Aug-21
August 2019 STI conditional rights4
Other executives
21-Aug-19
21-Aug-22
October 2018 STI conditional rights4
MD & CEO
18-Oct-18
24-Aug-21
August 2018 STI conditional rights4
Other executives
24-Aug-18
24-Aug-21
October 2021 LTI conditional rights
MD & CEO
22-Oct-21
16-Aug-24
August 2021 LTI conditional rights
Other executives
16-Aug-21
16-Aug-24
October 2020 LTI conditional rights
MD & CEO
28-Oct-20
25-Aug-23
August 2020 LTI conditional rights
Other executives
25-Aug-20
25-Aug-23
October 2019 LTI conditional rights
MD & CEO
17-Oct-19
21-Aug-22
August 2019 LTI conditional rights
Other executives
21-Aug-19
21-Aug-22
October 2018 LTI conditional rights
MD & CEO
18-Oct-18
24-Aug-21
August 2018 LTI conditional rights
Other executives
24-Aug-18
24-Aug-21
Volume
weighted
average share
price (VWAP)
$2
Fair value at
grant date
$1
4.7884
4.7783
4.7635
4.6832
4.6678
4.6450
3.5586
3.5496
3.5338
3.5142
3.5018
3.4830
3.5891
3.5723
3.5401
3.5194
2.9252
2.9737
4.5686
4.3561
3.3398
3.2525
3.3868
3.2975
2.7609
2.7771
4.6856
4.6856
4.6856
4.6856
4.6856
4.6856
3.5146
3.5146
3.5146
3.5146
3.5146
3.5146
3.5057
3.5057
3.5057
3.5057
3.0648
3.0648
4.6856
4.6856
3.5146
3.5146
3.5057
3.5057
3.0648
3.0648
1 The fair value at grant date is determined in accordance with Accounting Standard, AASB 2 Share-based Payment.
2 To calculate the number of conditional rights to be granted, the award value is divided by the volume weighted average share price of Steadfast shares over the five
trading days on the Australian Securities Exchange prior to Steadfast announcing its full year results.
3 The STI conditional rights granted all vest after one year from grant date.
4 The STI conditional rights granted all vest in three equal tranches after one, two and three years from the grant date.
Steadfast Group Annual Report 2022 75
2022 Remuneration Report continued
6.3. Shareholdings
The table 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 KMPs.
Total
shares held
at 1 July
2021 Purchases
Shares
transferred
upon vesting
of DEA
SPP
allocation
Shares
allocated
via DRP
Sales/
Reductions
Total
shares held
at 30 June
2022
Shares
held
nominally
at 30 June
20221
Frank O’Halloran, AM2
994,853
101,500
26,608
Robert Kelly, AM2
3,314,938
David Liddy, AM2
154,438
-
-
Vicki Allen2
Gai McGrath2
Anne O’Driscoll2
25,000
13,348
49,188
168,498
-
-
Philip Purcell2,3
104,438
10,000
Greg Rynenberg2
1,061,417
40,000
Samantha Hollman
252,624
Stephen Humphrys
966,793
Simon Lightbody4
722,675
Allan Reynolds
1,138,843
-
-
-
-
6,652
6,652
6,652
6,652
6,652
6,652
13,304
13,304
507,337
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,122,961
1,085,764
(676,000)
3,152,927
-
161,090
161,090
45,000
45,000
55,840
55,840
-
-
175,150
175,150
121,090
121,090
27,341
(137,202)
1,004,860
1,004,860
131,298
(29,000)
368,226
162,420
6,652
201,856
-
130,059
-
-
(775,000)
400,301
-
852,734
455,314
3,326
92,653
1,412
(630,000)
606,234
57,729
1 Shares held nominally are included in the column headed ‘Total shares held at 30 June 2022’. 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.
2 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.
3 The shareholdings of Philip Purcell are reflective up to 22 February 2022 being the date he retired as a NED.
4 The shareholdings of Simon Lightbody are reflective up to 1 February 2022 being the date he ceased as KMP.
6.4. Related party transactions
The following transactions occurred with Directors’ (Robert Kelly, AM and Greg Rynenberg) related parties which are part of
Steadfast Network but are not part of Steadfast Group:
2022
$
2021
$
i. Sale of goods and services
Professional service fees received by Directors' related entities on normal commercial terms
16,000
16,000
The following balances are outstanding at the reporting date in relation to transactions with
related parties:
ii. Current receivable from related parties
Trade receivables from Directors' related entities
24,976
11,973
76 Steadfast Group Annual Report 2022
Rounding
The Group is of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191
issued by the Australian Securities & Investments Commission. In accordance with that Instrument, amounts in the Directors’
Report and financial report have been rounded to the nearest hundred thousand dollars, unless otherwise stated.
Signed at Sydney on 17 August 2022 in accordance with a resolution of the Directors.
Frank O’Halloran, AM
Chair
Robert Kelly, AM
Managing Director & CEO
Steadfast Group Annual Report 2022 77
78 Steadfast Group Annual Report 2022
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. 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 of Steadfast Group Limited for the financial year ended 30 June 2022 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Scott Guse Partner Sydney 17 August 2022 Steadfast Group Annual Report 2022 79
Steadfast’s business strategy is to continue to grow shareholder value by maintaining our position as the largest intermediated insurance distribution network in Australasia. Steadfast Group Limited
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2022
Fee and commission income
Less: brokerage commission paid
Net fee and commission income
Premium funding interest income
Share of profits of associates & joint ventures
Fair value gain on listed investment
Net gain from investments
Other income
Employment expense
Operating, brokers’ support service and other expenses
Selling expense
Amortisation expense
Depreciation expense
Impairment expense – non-financial assets
Finance cost
Profit before income tax expense
Income tax expense
Profit after income tax expense for the year
PROFIT FOR THE YEAR IS ATTRIBUTABLE TO:
Non-controlling interests
Owners of Steadfast Group Limited
Notes
12
7
7
18
4
2022
$'m
1,048.3
(255.1)
793.2
72.8
25.9
2.3
9.3
7.9
911.4
(377.2)
(116.2)
(44.0)
(51.5)
(21.7)
(3.6)
(18.0)
(632.2)
279.2
(79.8)
199.4
27.8
171.6
199.4
2021
$'m
829.7
(193.3)
636.4
66.7
17.5
13.8
11.1
5.6
751.1
(309.5)
(94.3)
(38.7)
(42.0)
(18.9)
(3.9)
(14.1)
(521.4)
229.7
(64.2)
165.5
22.5
143.0
165.5
80 Steadfast Group Annual Report 2022
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss
Net movement in foreign currency translation reserve
Cash flow hedge effective portion of change in fair value
Income tax benefit on other comprehensive income
Total other comprehensive income for the year, net of tax
Notes
2022
$'m
2021
$'m
(3.1)
-
0.9
(2.2)
-
0.1
-
0.1
Total comprehensive income for the year, net of tax
197.2
165.6
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)
27.8
169.4
197.2
17.89
17.85
22.5
143.1
165.6
16.55
16.51
5
5
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
notes to the financial statements.
Steadfast Group Annual Report 2022 81
Notes
2022
$'m
2021
$'m
19
19
13
13
7
7
12
14C
20
18
279.8
665.2
206.1
575.7
11.0
231.2
506.1
166.9
498.0
8.7
1,737.8
1,410.9
1,494.1
1,082.2
265.5
210.3
59.3
45.3
31.9
3.4
33.0
29.4
6.5
202.0
115.6
59.2
31.8
27.8
-
25.6
23.5
3.9
2,178.7
3,916.5
1,571.6
2,982.5
Steadfast Group Limited
Consolidated Statement of Financial Position
As at 30 June 2022
ASSETS
Current assets
Cash and cash equivalents
Cash held on trust
Trade and other receivables
Premium funding receivables
Other
Total current assets
Non-current assets
Goodwill
Intangible assets
Investments in associates & joint ventures
Property, plant and equipment
Right-of-use assets
External shareholder loans
Loans to associates
Other financial assets
Deferred tax assets
Other
Total non-current assets
Total assets
82 Steadfast Group Annual Report 2022
LIABILITIES
Current liabilities
Payables on broking/underwriting agency operations
Premium funding payables
Trade and other liabilities
Corporate and subsidiary borrowings
Premium funding borrowings
Bank overdrafts
Lease liabilities
Deferred consideration
Provisions
Income tax payable
Total current liabilities
Non-current liabilities
Corporate and subsidiary borrowings
Premium funding borrowings
Deferred tax liabilities
Lease liabilities
Provisions
Deferred consideration
Other payables
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Share capital
Treasury shares held in trust
Revaluation reserve
Other reserves
Retained earnings
Equity attributable to the owners of Steadfast Group Limited
Non-controlling interests
Total equity
Notes
2022
$'m
2021
$'m
8
8
8, 19
10
8
8
18
10
9
9
9D
648.7
139.5
121.4
10.2
32.1
-
14.7
51.9
47.0
29.5
488.6
122.5
109.7
7.4
26.7
0.5
13.2
46.4
34.7
25.1
1,095.0
874.8
409.4
434.8
98.0
37.5
11.6
15.7
0.6
1,007.6
2,102.6
1,813.9
344.3
372.5
65.0
25.4
10.8
22.2
0.5
840.7
1,715.5
1,267.0
1,638.9
1,178.3
(15.9)
12.1
(42.7)
92.1
1,684.5
129.4
1,813.9
(13.9)
12.1
(51.1)
33.4
1,158.8
108.2
1,267.0
The above Consolidated Statement of Financial Position should be read in conjunction with the notes to the financial statements.
Steadfast Group Annual Report 2022 83
Steadfast Group Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Equity attributable to owners of Steadfast Group Limited
Non-
controlling
interests
Total
equity
Treasury
shares
held in
trust
$’m
Reval-
uation
reserve
$'m
Share
capital
$'m
Other
reserves
$’m
Retained
earnings
$’m
Total
$’m
$’m
$’m
2022
Balance at 1 July 2021
1,178.3
(13.9)
12.1
(51.1)
33.4 1,158.8
108.2
1,267.0
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:
Issue of share capital (Note 9)
460.6
Shares acquired and held in trust (Note 9)
Share-based payments on Executive
Shares and employee share plans
Shares (allotted)/allocated (Note 9)
Non-controlling interests of acquired
entities (Note 10)
Revaluation of put options over non-
controlling interests (Note 10G)
Change in equity interests in subsidiaries
without loss of control
Dividends declared and paid (Note 6)
-
-
-
-
-
-
-
-
-
-
(6.5)
-
4.5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2.2)
(2.2)
-
-
7.3
(4.9)
-
(1.9)
10.1
-
171.6
171.6
27.8
199.4
-
(2.2)
-
(2.2)
171.6
169.4
27.8
197.2
-
-
460.6
(6.5)
6.2
(0.4)
-
-
-
-
460.6
(6.5)
6.2
(0.4)
-
2.2
2.2
(1.9)
-
(1.9)
10.1
13.5
23.6
(1.1)
-
-
-
-
-
(111.8)
(111.8)
(22.3)
(134.1)
Balance at 30 June 2022
1,638.9
(15.9)
12.1
(42.7)
92.1
1,684.5
129.4
1,813.9
84 Steadfast Group Annual Report 2022
Equity attributable to owners of Steadfast Group Limited
Non-
controlling
interests
Total
equity
2021
Treasury
shares
held in
trust
$’m
Reval-
uation
reserve
$'m
Share
capital
$'m
Other
reserves
$’m
Retained
earnings
$’m
Total
$’m
Balance at 1 July 2020
1,149.6
(11.2)
12.1
(11.8)
(18.6)
1,120.1
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:
Issue of share capital (Note 9)
28.7
Shares acquired and held in trust (Note 9)
Share-based payments on Executive
Shares and employee share plans
Shares (allotted)/allocated (Note 9)
Transfer between other reserves and
retained earnings
Non-controlling interests of acquired
entities (Note 10)
Issuance of put options over non-
controlling interests (Note 10F)
Change in equity interests in subsidiaries
without loss of control
Dividends declared and paid (Note 6)
-
-
-
-
-
-
-
-
-
-
-
-
(5.9)
-
3.2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.1
0.1
-
-
7.7
(3.6)
-
143.0
143.0
$’m
77.4
22.5
$’m
1,197.5
165.5
-
0.1
-
0.1
143.0
143.1
22.5
165.6
-
-
-
-
28.7
(5.9)
7.7
(0.4)
-
-
-
-
-
-
-
3.7
28.7
(5.9)
7.7
(0.4)
-
3.7
(23.9)
-
(23.9)
(20.6)
24.2
3.6
1.0
(1.0)
-
(23.9)
(20.6)
-
-
-
-
(90.0)
(90.0)
(19.6)
(109.6)
Balance at 30 June 2021
1,178.3
(13.9)
12.1
(51.1)
33.4
1,158.8
108.2
1,267.0
Steadfast Group Annual Report 2022 85
Steadfast Group Limited
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Notes
2022
$'m
2021
$'m
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees, and Network Broker rebates
Dividends received from associates and joint ventures
Interest received
Interest and other finance cost paid
Income taxes paid
Net cash from operating activities before customer trust account and premium
funding movements
Net cash (outflow)/inflow from premium funding customers
Net movement in customer trust accounts (net cash receipts/payments on behalf
of customers)
Net cash from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for acquisitions of subsidiaries and business assets
Cash acquired from acquisitions of subsidiaries and business assets
Payments for investments in associates and joint ventures
Payments for step-up investment in subsidiaries on hubbing arrangements
Dividends received from listed investment
Payments for additional shares in listed investment
19
10
12
Payments for deferred consideration of subsidiaries, associates and business assets
10
Proceeds from disposal of investment in subsidiaries, net of cash disposed
Proceeds from part disposal of investment in subsidiaries on hubbing arrangements
Proceeds from disposal of investment in associates
Payments for property, plant and equipment
Payments for intangible assets
Net cash used in investing activities
927.2
(603.3)
26.9
3.4
(16.2)
(77.0)
261.0
(80.3)
67.0
247.7
(258.0)
103.7
(62.7)
(22.0)
0.3
(5.1)
(48.5)
1.7
35.5
1.2
(4.1)
(4.4)
767.5
(503.7)
17.3
3.9
(11.6)
(63.4)
210.0
14.4
24.6
249.0
(125.7)
40.5
(10.6)
(25.0)
0.6
-
(9.3)
-
26.7
0.6
(5.8)
(5.4)
(262.4)
(113.4)
86 Steadfast Group Annual Report 2022
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Payments for transaction costs on issue of shares
Dividends paid to owners of Steadfast, net of Dividend Reinvestment Plan
Dividends paid to non-controlling interests
Proceeds from borrowings (excluding premium funding)
Repayment of borrowings (excluding premium funding)
Net cash inflow from premium funding borrowings
Payments for purchase of treasury shares
Notes
8
8
8
9
Repayment of related party loans
Payments for related party loans
Repayment of non-related party loans
Payments for non-related party loans
Payment of lease liabilities
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effect of movements in exchange rates on cash held
Cash and cash equivalents at the end of the financial year
19
2022
$'m
253.1
(4.3)
(107.9)
(22.3)
466.9
(399.4)
68.9
(6.5)
2.7
(9.1)
2.6
(7.3)
(14.0)
223.4
208.7
736.8
(0.5)
945.0
2021
$'m
-
(0.1)
(61.3)
(19.6)
112.2
(86.4)
0.7
(5.9)
1.3
(3.1)
21.5
(3.5)
(14.0)
(58.2)
77.4
659.6
(0.2)
736.8
The above Consolidated Statement of Cash Flows should be read in conjunction with the notes to the financial statements.
Steadfast Group Annual Report 2022 87
Steadfast Group Limited
Notes to the Financial Statements
For the year ended 30 June 2022
Note 1. General information
This general purpose financial report is for the year ended 30 June 2022 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 joint ventures
(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 4, 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 this financial report.
This general purpose financial report was authorised for issue by the Board on 17 August 2022.
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 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 Australian Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board that are mandatory for the year ended 30 June 2022. Adoption of these standards has not
had any material effect on the financial position or performance of the Group.
Title
Description
AASB 2020-8
Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform - Phase 2
II. Rounding
The Group is of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191
issued by the Australian Securities and Investments Commission. In accordance with that Instrument, amounts in this financial
report have been rounded to the nearest hundred 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 the consolidated statement of profit or loss and other comprehensive income. Costs of
acquisition are expensed as incurred, except if they relate 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.
88 Steadfast Group Annual Report 2022
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 operations and businesses 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 ceases 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 the consolidated statement of profit or loss and other
comprehensive income. Any interest retained in the former subsidiary is measured at fair value when control is lost.
V. Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in full.
VI. Interests in equity-accounted investees
The Group’s interests in equity-accounted investees comprise interests in associates and joint ventures. Associates are those
entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies.
Joint ventures are arrangements 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 joint ventures 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
ventures is included in the Group’s consolidated statement of profit or loss and other comprehensive income.
D. Revenue recognition
Revenue is recognised as the Group provides services. Revenue is recognised to the extent that there is no future performance
obligation. Where there is a future performance obligation, a portion is deferred over the expected service period.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract. The Group's revenue
does not have a significant financing component so the transaction (invoice) price is considered to have no difference between
the promised consideration and the cash selling price.
The Group’s revenue is disaggregated by major products and services which is consistent with the revenue information by
reportable segment as disclosed in note 4.
The Group recognises revenue on contracts when the service is provided, which is generally at the point in time when the invoice
is raised resulting in a recognition of a receivable. It is possible that there is a short time lag between invoice date and policy
inception date. Following a detailed review, it has been determined that revenue is generally recognised in the same month that
work is undertaken, and any revenue earned but not invoiced would be immaterial.
I. Fee and commission income
The Group retains a portion of policy premiums as fee and commission income. Premiums are typically collected on an annual
basis, at or near invoice date (which could be up to 90 days from contract inception). In some cases, customers are offered to
pay in instalments or are directed to a premium credit provider.
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. Where there is a future obligation to provide claims handling services, a portion of the fee income
is deferred over the expected service period.
The company receives professional services fees, for services provided, from strategic partners such as insurers, premium funders
and underwriting agencies.
The Group utilises the practical expedient in AASB 15 to recognise the incremental costs of obtaining a contract as an expense
when incurred if the amortisation period of the asset that the entity would have recognised is one year or less. The Group applies
a cost plus margin approach to determine the stand-alone selling price given this cost is unobservable.
The Group may receive a claims experience benefit payment or payments in respect of certain types of insurance purchased for
the benefit of Steadfast Network brokers. 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 reliably measured.
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.
II. Premium funding income
Premium funding interest income is brought to account at amortised cost using the effective interest method. The effective
interest method calculates the amortised cost of a financial instrument and allocates the interest income or expense and any
application fee income that is considered an integral part of the effective interest rate over the relevant period. The effective
interest rate is that rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial
instrument, or, when appropriate, a shorter period, to the net carrying amount of the financial asset or liability.
Steadfast Group Annual Report 2022 89
Notes to the Financial Statements continued
III. Other revenue
Other revenue is recognised when the right to receive payment is established.
E. Taxation
The Company (the head entity) and its wholly-owned Australian subsidiaries have formed an income tax consolidated group
under the tax consolidation regime. Consequently, 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 operation/operating expense 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. Trade and other receivables
Trade and other receivables includes fee and commission receivables recognised at amoritised cost, net of the associated
expected credit loss (ECL) provision, as well as other receivables. Refer to Note 3(F) for additional information on the calculation
of the ECL provision.
H. Premium funding receivables
Premium funding receivables represent the amounts due from clients in the Group’s premium funding businesses and are
recognised at amortised cost, net of the associated expected credit loss (ECL) provision. Funds are collected on a monthly
instalment basis and generally within twelve months of the loan issuance date. Refer to Note 3(F) for additional information on
the calculation of the ECL provision.
I. Property, plant and equipment
Items of plant and equipment are measured at cost, less accumulated depreciation and any accumulated impairment losses. The
carrying value of plant and equipment is periodically reviewed for impairment when events or changes in circumstances indicate
that the carrying value may not be recoverable.
Any gain or loss on disposal of an item of plant and equipment is recognised in the consolidated statement of profit or loss and
other comprehensive income.
J. 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.
Internally developed software costs are capitalised once the project is assessed to be feasible. The costs capitalised include
licensing and direct labour costs. The useful lives of capitalised software assets are assessed when the projects are completed
and available for use.
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.
90 Steadfast Group Annual Report 2022
Software-as-a-Service (SaaS) arrangements are service contracts that provide the Group with the right to access the cloud
provider's application software over the contract period. As the Group does not receive a software intangible asset at the contract
commencement date, the costs incurred in relation to SaaS arrangements are treated as follows:
Fee for use of application software and customisation costs - recognised as an expense over the term of the service contract.
Configuration, migration, testing and training costs - recognised as an expense as the service is received.
K. Premium funding borrowings
The Group’s premium funding borrowings are loans from third party financial institutions to finance the premium funding
businesses. These loans have recourse to the assets of the premium funding businesses only and are not cross-collateralised with
other borrowings in the Group.
L. Payables on broking/underwriting agency operations
These amounts represent insurance premiums payable to insurance companies for broking/underwriting agency operations on
amounts received from customers (policyholders) prior to the end of the financial year.
M. Hedge accounting
Hedge accounting is applied when the Group designates certain derivatives to be part of a hedging relationship, and they meet
the criteria for hedge accounting.
The Group uses cash flow hedges to mitigate the risk of variability of future cash flows attributable to interest rate fluctuations
associated with the corporate debt facility. For cash flow hedges, the portion of the gain or loss on the hedge instrument that is
effective is recognised directly in equity, while the ineffective portion is recognised in profit or loss. Amounts deferred in equity
are transferred to profit or loss in the same period the hedged item is recognised in the profit or loss.
N. Land and buildings
The Group recognises land & buildings at fair value, being Board valuation based on an independent appraisal. The Group obtains
regular independent appraisals to ensure that the carrying amount of land & buildings reported does not differ materially from its
fair value.
Any surplus arising on the revaluation of land & buildings is accumulated in equity under ‘revaluation reserve’. Any deficit on
revaluation is recognised in the statement of profit or loss and other comprehensive income except to the extent that it reverses
a previous revaluation surplus on the same asset, in which case the deficit is recognised as a reduction in the revaluation reserve
within equity.
O. Australian Accounting Standards issued and not yet effective
The Group has not early adopted and applied any new, revised or amending Australian Accounting Standards and Interpretations
that are not yet mandatory for the financial year ended 30 June 2022.
The Group intends to adopt new, revised or amending Australian Accounting Standards and Interpretations in the operating
year commencing 1 July after the effective date of these standards and interpreations as set out in the table below. Additional
disclosures as a result of adopting these new accounting standards will be provided in accordance with the disclosure
requirements. The Group does not expect any material impact on the financial position or performance of the Group as a result
of applying the new accounting standard.
Title
Description
Effective Date
Operating year
AASB 17
Insurance Contracts
1 January 2023
30 June 2024
Note
(i)
Table note
i. AASB 17 Insurance Contracts was issued in July 2017 as a replacement for AASB 4 Insurance Contracts and will be applicable
to general, life and health insurance businesses. As the Group does not assume underwriting risk on insurance contracts or
reinsurance contracts issued on behalf of licensed insurers as an intermediary, there is no significant financial impact expected
from AASB 17 on the Group.
Steadfast Group Annual Report 2022 91
Notes to the Financial Statements continued
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, revenues and expenses. Management bases its judgements, estimates and assumptions
on historical experience and on various other 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 2022 are discussed below.
The Group has considered the impact of Covid and economic conditions such as inflation and the rising interest rate environment
when preparing the consolidated financial statements and related note disclosures, including the impact on the Group's forecast
cash flows and liquidity. While the effects of these uncertainties do not change the significant estimates, judgements and
assumptions considered by management in the preparation of the consolidated financial statements, they have increased the
level of estimation uncertainty and the application of further judgement within these identified areas.
A. Goodwill
Goodwill is not amortised but assessed for impairment annually or more frequently when there is evidence of impairment.
The recoverable amount of goodwill is estimated using the higher of fair value or the value in use 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 inputs to revenue and expense growth assumptions.
B. 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.
C. Equity-accounted investments
Equity-accounted investments are carried at the lower of the equity-accounted amount and the recoverable amount.
The carrying amounts of equity-accounted investments 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 equity-accounted investment exceeds its recoverable amount.
D. 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.
E. Fair value of assets and liabilities
The Group’s assets and liabilities are measured at fair value at the end of each reporting period. The following table gives
information about how the fair value of assets and liabilities is determined, including the valuation technique and inputs used. For
the Group’s assets and liabilities not measured at fair value, their carrying amount provides a reasonable approximation of their
fair values.
Fair values are categorised into different levels in a fair value hierarchy, based on the inputs used in the valuation techniques,
as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data.
92 Steadfast Group Annual Report 2022
Asset or Liability
Deferred
consideration
Fair value
hierarchy
Level 3
Land and Buildings
Level 3
Interest rate
swaps (trade and
other liabilities)
Level 2
Investment in
listed shares (other
financial assets)
Level 1
F. Expected credit loss provision
Valuation technique
Significant
unobservable inputs
Relationship of unobservable
inputs to fair value
The fair value is calculated
based on a contracted
multiple, typically of
forecast EBITA or fees
and commissions
The fair value is determined
using an independent
appraisal by qualfied property
valuers. The last appraisal
was performed for year
ending 30 June 2021, which
has formed the basis of
management's valuation for
the current year. Their
valuation is based on the
use of capitalisation of net
income (Discounted Cash
Flow), and direct comparison
approaches. The last appraisal
was performed for year
ending 30 June 2021, which
has formed the basis of
management's valuation for
the current year.
The fair value is calculated
using the present value of
the estimated future cash
flow based on observable
yield curves
The fair value is calculated
based on number of shares
multiplied by quoted price on
ASX at balance date
The estimated fair value
would increase/decrease if
the forecast EBITA or
fees and commissions were
higher/lower
The estimated fair value would
increase/decrease if market
yields were higher/lower
The estimated fair value
would increase/decrease if
the discount rate used was
higher/lower
Forecast EBITA or fees
and commissions
Forecast cash flows
and market value are
driven largely by market
yield. Yield is impacted
by numerous factors
including rental growth,
occupancy rates and
rental incentives which
are all driven by supply
and demand forces.
Forecast cash flows are
also impacted by the the
discount rate adopted.
Not applicable
Not applicable
Not applicable
Not applicable
The expected credit loss provision is estimated based on the analysis of aged receivables, as the Group assumes that the credit
risk on fee and commission receivables increases significantly if it is more than 90 days past due, as well as based on assumptions
made on forward-looking information. For the premium funding businesses, the expected credit loss provision is based on
historical analysis of credit losses for loans in arrears, having considered whether this remains appropriate.
The Group continues to assess the credit impact of COVID-19 on the Group’s fee and commission receivables. As at the date of
reporting, COVID-19 has not had any material adverse impact on the Group’s ability to collect outstanding debts, therefore, there
has been no significant movement in the Group’s provision for expected credit losses compared to the comparative reporting
period due to COVID-19.
G. Climate change
Climate change, together with increased urbanisation, is a global risk that is a material risk for the insurance industry including
insurers’ operations, customers and the whole economy. Climate change may increase the frequency and severity of acute
weather-related events such as floods, bushfires and storms, as well as changes such as rising sea levels, increased heat waves
and droughts.
The principal activities of the Group are the provision of services to Steadfast Network brokers, the distribution of insurance
policies via insurance brokerages and underwriting agencies, and related services. As such the Group is not exposed to climate
change risk in the same manner as insurers that underwrite the risk of an insurance policy. Whilst the potential risks and related
opportunities from climate change are considered as part of the Group's asset impairment review methodology and processes,
based on what is currently known, it is not expected that climate risks will have a significant impact on the Group's principal
activities, particularly from an asset impairment standpoint.
Steadfast Group Annual Report 2022 93
Notes to the Financial Statements continued
Note 4. Operating segments
The Group’s corporate structure includes equity investments in insurance intermediary entities (insurance broking and
underwriting agencies), 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 Group distributes insurance and issues premium funding products primarily in Australia and New Zealand. The Group is
also expanding its footprint in the United Kingdom and Singapore, and has a controlling interest in UnisonSteadfast, a network
headquartered in Germany. Regarding geographical information, the revenue and non-current assets attributed to geographies
outside of Australasia are currently immaterial to the Group and hence no separate geographical disclosure has been made.
The financial performance of the Group’s operating segments is regularly provided to the Chief Operating Decision Maker
(considered to be the Managing Director & CEO), for each discrete business operation. The below table presents the financial
performance for the Group's insurance intermediaries and premium funders on an aggregated basis as each discrete business
operation within these operating segments is considered to have similar economic characteristics. The financial performance
of each of these operating segments is presented on an unconsolidated basis, that is, gross of transactions between reportable
segments. Intercompany eliminations between insurance intermediaries and premium funders are disclosed separately below.
Insurance
Intermediary
$'m
Premium
Funding
$’m
Intercompany
Eliminations
$’m
Total
Underlying
$’m
Re-
classifications
$’m1
Other
$’m
Non-
trading
items
$’m2
Total
statutory
$’m
1,063.9
70.4
8.9
(7.3)
1,135.9
(235.6)
11.1
911.43
(805.3)
(60.9)
(20.6)
7.3
(879.5)
251.2
(3.9)
(632.2)
2022
Total revenue
Total expenses
Share of EBITA
from associates and
joint ventures
Financing expense
- associates
Amortisation expense
- associates
Net profit/(loss)
before tax
Income tax
benefit/(expense)
Net profit/(loss)
after tax
Non-
controlling interests
Net profit after income
tax attributable to
owners of Steadfast
Group Limited (NPAT)
26.9
0.2
0.9
(0.6)
-
(0.1)
(1.7)
(0.1)
(0.2)
283.2
9.6
(11.1)
(79.7)
(3.2)
(3.2)
203.5
6.4
(14.3)
(26.2)
(0.4)
-
177.3
6.0
(14.3)
-
-
-
-
-
-
-
-
28.0
(27.1)
(0.9)
(0.7)
(2.0)
0.7
2.0
-
-
-
-
-
281.7
(8.8)
6.3
279.2
(86.1)
8.8
(2.5)
(79.8)
195.6
(26.6)
169.0
-
-
-
3.8
199.4
(1.2)
(27.8)
2.6
171.6
1 Much of the reclassification relates to commissions paid by the Group's underwriting agencies. Such commisions paid are netted off against revenue in the statutory
numbers, and are disclosed as expenses in the underlying numbers.
2 Refer Note 5B for a breakdown of non-trading item adjustments.
3 Total statutory total revenue includes all income net of brokerage commission paid, as set out in the statement of profit or loss and other comprehensive income.
94 Steadfast Group Annual Report 2022
2021
Total revenue
Total expenses
Share of EBITA
from associates and
joint ventures
Financing expense
- associates
Amortisation expense
- associates
Net profit/(loss)
before tax
Income tax
benefit/(expense)
Net profit/(loss)
after tax
Non-
controlling interests
Net profit after income
tax attributable to
owners of Steadfast
Group Limited (NPAT)
Insurance
Intermediary
$’m
Premium
Funding
$’m
Intercompany
Eliminations
$'m
Total
Underlying
$’m
Re-
classifications
$’m
Other
$’m
Non-
trading
items
$’m
Total
statutory
$’m
836.5
65.6
5.6
(638.4)
(58.4)
(17.3)
(7.8)
7.8
899.9
(706.3)
(172.6)
23.8
751.1
190.2
(5.3)
(521.4)
25.2
(0.4)
(2.1)
-
-
-
0.4
-
-
220.8
7.2
(11.3)
(63.4)
(2.2)
0.6
157.4
5.0
(10.7)
(20.8)
(0.2)
-
136.6
4.8
(10.7)
-
-
-
-
-
-
-
-
25.6
(26.0)
0.4
(0.4)
(2.1)
0.4
2.1
-
-
-
-
-
216.7
(5.9)
18.9
229.7
(65.0)
5.9
(5.1)
(64.2)
151.7
(21.0)
130.7
-
-
-
13.8
165.5
(1.5)
(22.5)
12.3
143.0
Steadfast Group Annual Report 2022 95
Notes to the Financial Statements continued
Note 5. Earnings per share
A. Reporting period value
Basic earnings per share
Diluted earnings per share
If non-trading items were removed, the underlying earnings per share would be as follows:
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
2022
Cents
17.89
17.85
17.62
17.58
2022
$'m
199.4
(27.8)
2021
Cents
16.55
16.51
15.12
15.09
2021
$'m
165.5
(22.5)
Profit after income tax attributable to the owners of Steadfast Group Limited for calculation of
statutory basic and diluted earnings per share
171.6
143.0
Removing non-trading items (net of tax and non-controlling interest):
Impairment of intangibles
Net loss on deferred consideration estimates
Net gain from change in value or sale of businesses and other movements
Mark-to-market gains from revaluation of listed investments
3.5
12.5
(17.0)
(1.6)
3.9
1.7
(8.3)
(9.6)
Underlying profit after income tax attributable to the owners of Steadfast Group Limited
(underlying NPAT) for calculation of underlying basic and diluted earnings per share
169.0
130.7
C. Reconciliation of weighted average number of shares used in calculating earnings per share
I. Weighted average number of ordinary shares issued
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
Weighted average number of ordinary shares
Effect of share-based payments arrangements
Weighted average number of ordinary shares used in calculating diluted earnings per share
2022
Number in
'm
2021
Number in
'm
962.9
(3.9)
959.0
959.0
2.2
961.2
868.0
(3.7)
864.3
864.3
1.8
866.1
96 Steadfast Group Annual Report 2022
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:
Steadfast operates share-based payment arrangements (being an employee conditional rights scheme, a short-term incentive
plan and a long-term incentive plan) where eligible employees may receive conditional rights instead of cash. One conditional
right will convert to one ordinary share subject to vesting conditions being met. These share-based payment arrangements
are granted to employees free of cost and no consideration is payable on conversion to Steadfast’s ordinary shares. These
arrangements have a dilutive effect to the basic earnings per share (EPS).
Note 6. Dividends
A. Dividends on ordinary shares
2022
2022 interim dividend
2021 final dividend
2021
2021 interim dividend
2020 final dividend
Cents per
share Total amount $'m
Payment date
Tax rate for
franking
credit
Percentage
franked
5.2
7.0
4.4
6.0
50.8
61.0
38.2
51.8
23 March 2022
10 September 2021
25 March 2021
25 September 2020
30%
30%
30%
30%
100%
100%
100%
100%
It is standard practice that the Board declares the dividend for a period after the relevant reporting date. A dividend is not accrued
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 $0.4 million (2021: $0.4 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 (DRP).
B. Dividend policy
The Company targets a dividend payout ratio in the range of 65% to 85% of underlying 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,
impairment and other non-trading items.
C. Dividend reinvestment
A Dividend Reinvestment Plan (DRP) 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 calculated over the pricing period (which
is at least five trading days) less any discount as determined by the Board for each dividend payment date.
D. Dividend not recognised at reporting date
On 17 August 2022, 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.
2022 final dividend
7.8
76.3
9 September 2022
30%
100%
Cents per
share
Total amount
$'m
Expected
payment date
Tax rate for
franking credit
Percentage
franked
The Company’s DRP will operate by the issue of new shares. No discount will be applied. The last election notice for participation
in the DRP in relation to this final dividend is 24 August 2022.
Steadfast Group Annual Report 2022 97
Notes to the Financial Statements continued
E. Franking credits
Franking account balance at reporting date at 30%
Franking credits to arise from payment 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 year based on a tax rate of 30%
2022
$'m
92.6
15.0
107.6
(32.7)
74.9
2021
$'m
63.7
12.7
76.4
(26.1)
50.3
Note 7. Intangible assets and goodwill
A. Composition
2022
At cost
Accumulated amortisation and impairment
B. Movements
2022
Customer
relationships
$'m
Capitalised
software
$'m
Other
intangible
assets
$'m
Total
intangible
assets
$'m
Goodwill
$'m
439.7
(213.8)
225.9
79.1
(40.3)
38.8
8.1
(7.3)
0.8
526.9
1,544.6
(261.4)
(50.5)
265.5
1,494.1
Customer
relationships
$'m
Capitalised
software
$'m
Other
intangible
assets
$'m
Total
intangible
assets
$'m
Goodwill
$'m
Balance at the beginning of the financial year
Additions
Additions through business combinations
Reduction upon loss of control
Amortisation expense
Impairment expense
Net foreign currency exchange difference
Balance at the end of the financial year
167.8
5.3
94.9
(1.9)
(40.0)
(0.3)
0.1
225.9
33.5
16.81
-
(0.1)
(11.5)
-
0.1
38.8
1 This is made up of $16.5m of internally developed software and $0.3m of acquired software.
0.7
0.1
-
-
-
-
-
202.0
1,082.2
22.2
94.9
(2.0)
(51.5)
(0.3)
0.2
-
424.5
(8.6)
-
(3.3)
(0.7)
0.8
265.5
1,494.1
98 Steadfast Group Annual Report 2022
C. Composition
2021
At cost
Accumulated amortisation and impairment
D. Movements
2021
Customer
relationships
$'m
Capitalised
software
$'m
Other
intangible
assets
$'m
Total
intangible
assets
$'m
342.4
(174.6)
167.8
62.8
(29.3)
33.5
8.0
(7.3)
0.7
413.2
(211.2)
202.0
Goodwill
$'m
1,129.2
(47.0)
1,082.2
Customer
relationships
$'m
Capitalised
software
$'m
Other
intangible
assets
$'m
Total
intangible
assets
$'m
Goodwill
$'m
Balance at the beginning of the financial year
Additions
Additions through business combinations
Reduction upon loss of control
Amortisation expense
Impairment expense
Net foreign currency exchange difference
Balance at the end of the financial year
148.4
5.4
45.1
-
(31.0)
-
(0.1)
167.8
32.8
11.41
-
(0.2)
(10.5)
-
-
33.5
1.2
-
-
-
(0.5)
-
-
0.7
182.4
16.8
45.1
(0.2)
(42.0)
-
(0.1)
930.3
-
156.0
-
-
(3.9)
(0.2)
202.0
1,082.2
1 This is made up of $10.6m of internally developed software and $0.8m of acquired software.
E. Amortisation rates per annum
2022
Customer
relationships
Capitalised
software
Other
intangible
assets
Goodwill
Amortisation rates per annum
10.0%-12.5% 20.0%-100.0%
20.0%-33.3%
-
F. Impairment testing
The Group performs impairment testing for all goodwill on an annual basis and for any identifiable intangibles, including
investments in associates and joint ventures that have impairment indicators. In performing impairment testing, each business
acquired or portfolio of businesses acquired is considered a separate Cash Generating Unit (CGU) or grouped into one CGU
where operations are linked. Goodwill and identifiable intangible assets are allocated across each of the Group’s CGUs, the
majority of which operate in the Insurance Intermediary segment. The goodwill and identifiable intangible assets allocated to each
individual CGU outside the Insurance Intermediary segment are not considered significant in comparison to the Group’s total
carrying value of these assets.
For the year ended 30 June 2022, the Group recognised an impairment expense of $3.6 million (2021: $3.9 million) in relation
to a single CGU. The carrying value of assets was reviewed against a number of potential scenarios to account for the ongoing
global uncertainties.
Impairment losses for each category of intangible assets and investments in associates and joint ventures are shown in Section B
and D above and Note 12 respectively. When assessing the recoverable amount of customer relationships, the Group considers
client retention rates and current market conditions to determine both fair value and value in use of each CGU.
Steadfast Group Annual Report 2022 99
Notes to the Financial Statements continued
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 of the FY23 approved budget of the tested CGUs
with a terminal value; and
fair value less costs of disposal – based on the Group’s estimates of sustainable earnings before interest expense, tax and
amortisation of acquired intangible assets (EBITA) for each CGU multiplied by an earnings multiple appropriate for similar
businesses less costs to sell.
The following table outlines the key assumptions for the value in use and fair value less costs of disposal models:
Post-tax discount rates1
Pre-tax discount rates
2022
2021
9.0% to 12.5%
12.2% to 15.6%
9.2% to 10.2%
11.1% to 12.9%
Revenue growth rate – year two to five extrapolation2
2.0% to 5.0% per annum
2.0% to 5.0% per annum
Long-term revenue growth rate3
Earnings multiple4
3.00% per annum
3.00% per annum
10x EBITA
9x EBITA
1 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.
2 Year one FY23 approved budget applied
3 The Group considers that a long-term revenue growth rate of 3.00% is appropriate, based on the current market conditions and historical Gross Written Premium
(GWP) trends.
4 The Group applies an earnings multiple of 10 for all CGUs with the exception of CGUs where goodwill has been allocated for business combinations performed within
the last 12 months. For these CGUs, the Group applies the acquisition earnings multiple when determining the recoverable amount unless sources of information
suggest otherwise.
Given the economic outlook with regard to rising interest rates and inflation, and the associated impact on asset valuation, the
Group ran a number of scenarios and took a probability weighted approach to estimate value in use. The growth rate assumptions
utilised in the value in use model are shown above.
A reasonable change in individual assumptions would result in the following impairments:
WACC rate increased by 100bps: an additional $22.5 million impairment
Revenue growth rate in years two to five decreased by 0.5%: an additional $13.2 million impairment
Long-term revenue growth rate decreased by 0.5%: an additional $8.7 million impairment
Earnings multiple decreased by 1x: an additional $0.1m impairment
The Group has also considered the impact of climate change from an asset impairment standpoint. The Group has incorporated
the potential risks and opportunities of climate change in the current asset impairment review methodology and processes. Based
on what is currently known, it is not expected that climate risks will have a significant impact on the Group's principal activities.
Note 8. Borrowings
The Group has two types of borrowings, as follows:
I. Corporate and subsidiary borrowings - Bank loans and lines of credit in corporate and subsidiaries for the purpose of carrying
out the Group’s principal activities including the distribution of insurance policies via insurance brokerages and underwriting
agencies and related services, as well as acquisitions and bolt-ons. These loans are secured against the Group’s assets,
excluding IQumulate Premium Funding Pty Ltd (IQumulate).
II. Premium funding borrowings - Borrowings and issuance of notes to finance only the premium funding businesses
(predominantly IQumulate). These loans have recourse only to the assets of the premium funding business.
These two types of borrowings are not cross-collateralised, and therefore are shown separately.
The Group complied with all debt covenants during the financial year.
100 Steadfast Group Annual Report 2022
A. Corporate and subsidiary borrowings
I. Bank loans
Current
Non-current
Capitalised transaction costs
II. Bank facilities available
a. Bank facilities drawn down or applied
Bank loans - corporate facility
Bank loans - subsidiaries
Lines of credit - corporate facility
Lines of credit - subsidiaries
b. Bank facilities not drawn down or applied
Bank loans - corporate facility
Bank loans - subsidiaries
Lines of credit - corporate facility
Lines of credit - subsidiaries
c. Total bank facilities available
Bank loans
Lines of credit
2022
$'m
10.2
410.4
420.6
(1.0)
419.6
2021
$'m
7.4
344.7
352.1
(0.4)
351.7
2022
$'m
2021
$'m
340.0
80.6
5.2
-
425.8
292.0
60.1
4.6
0.5
357.2
310.0
158.0
10.7
4.8
13.7
9.9
5.4
1.1
339.2
174.4
741.3
23.7
765.0
520.0
11.6
531.6
III. Corporate facility details
The Company entered into a new multibank syndicated facility agreement (corporate facility) during the year.
As at 30 June 2022:
the Company had a $660.0 million multibank syndicated facility (corporate facility) (2021: $460.0 million); and
$340.0 million of the $660.0 million facility had been drawn down, which together with $5.2 million for bonds and rental
guarantees, leaves $314.8 million available in the corporate facility for future drawdowns (2021: $163.4 million).
IV. Key terms and conditions of corporate facilities
The $660.0 million corporate facility includes the following tranches:
a revolving (partly drawn) $320.0 million tranche for three years, maturing November 2024;
a fully drawn (term loan) $140.0 million tranche for three years, maturing November 2024; and
a fully drawn (term loan) $200.0 million tranche for five years, maturing November 2026.
Steadfast Group Annual Report 2022 101
Notes to the Financial Statements continued
Other key terms of the corporate facility are:
variable interest rate – based on BBSY plus an applicable margin for all tranches of the corporate facility; and
the facility is guaranteed by certain wholly-owned subsidiaries and is secured over all of the present and future acquired
property of the Company and the guarantors (other than certain excluded property), which is standard in facilities of this nature.
The Company has entered into two interest rate swaps, with face values of $150.0 million and $62.5 million, where the Company
swaps the floating rate payment into fixed rate payments, which will mature in January 2023 and January 2025 respectively.
Refer Note 14B for further details on the interest rate swaps. The swaps are designed to hedge interest costs associated with the
underlying corporate debt obligations.
B. Premium funding borrowings
I. Premium funding borrowings
Current
Non-current
Less: capitalised transaction costs
II. Premium funding borrowings available
Premium funding borrowings drawn down or applied
Premium funding borrowings not drawn down or applied
2022
$'m
2021
$'m
32.1
434.8
466.9
-
466.9
466.9
72.3
539.2
26.7
373.3
400.0
(0.8)
399.2
400.0
85.5
485.5
The Group's premium funding subsidiary, IQumulate, has a Warehouse Trust to finance its Australian lending operation through
the issuance of notes. During the financial year, the Warehouse Trust limit increased to $500.0 million (including a $50.0 million
overdraft facility) from $470.0 million with an extended availability period to July 2022. Subsequently, in July 2022, the Warehouse
Trust limit was further increased by $70.0 million to $570.0 million (including a $60.0 million overdraft facility), with an availability
period to July 2023. At 30 June 2022, whilst the contractual availability period ended in July 2022, the premium funding
borrowings have been classified as non-current in the statement of financial position as the contractual maturity date includes
an amortisation period giving the Group twelve months to repay from the date of the last maturing premium funding in
the Warehouse Trust. IQumulate continues to hold trade credit insurance coverage, and recourse to the assets is limited to
IQumulate only and is not cross-collateralised with other borrowings in the Group.
102 Steadfast Group Annual Report 2022
C. Reconciliation of movements of liabilities and cash flows arising from financing activities
Bank loans -
corporate
facility
$'m1
Bank loans -
subsidiaries
$'m
Bank loans -
corporate
facility and
subsidiaries
$'m
Premium
funding
borrowings
$'m2
Total
borrowings
$'m
2022
Balance at the beginning of the
financial year
Proceeds from borrowings
Repayment of borrowings
Acquisitions
Unwind of capitalised transaction costs
Balance at the end of the financial year (net
of capitalised transaction costs)
291.6
445.0
(397.0)
-
(0.6)
60.1
21.9
(2.4)
1.0
-
351.7
466.9
(399.4)
1.0
(0.6)
399.2
68.9
-
-
(1.2)
750.9
535.8
(399.4)
1.0
(1.8)
339.0
80.6
419.6
466.9
886.5
1 The opening balance comprises $292.0m drawn down less capitalised transaction costs of $0.4m. The closing balance comprises $340.0m drawn down less
capitalised transaction costs of $1m.
2 Proceeds from and repayment of premium funding borrowings are classified as cash flows from operating activities in the Consolidated Statement of Cash Flows.
D. Borrowings by associates and joint ventures
As at 30 June 2022, the Group’s associates and joint ventures had a total of $69.5 million (2021: $41.6 million) of bank borrowings
(including bank overdrafts and loans).
As the associates and joint ventures are equity-accounted, these borrowings are not included in the Group consolidated
statement of financial position. The Group’s proportionate share of the associates’ and joint ventures’ bank borrowings is
$28.9 million (2021: $17.4 million). Refer Note 12C for summarised financial information of associates and joint ventures.
Steadfast Group Annual Report 2022 103
Notes to the Financial Statements continued
Note 9. Notes to the Statement of Changes in Equity and Reserves
A. Share capital
2022
Number of
shares
'm
2021
Number of
shares
'm
2022
$'m
2021
$'m
Reconciliation of movements
Balance at the beginning of the financial year
871.5
863.2
1,178.3
1,149.6
Shares issued for:
Institutional and retail share placement
Scrip issued to vendors for acquisitions
Dividend Reinvestment Plan
Less: Transaction costs, net of income tax
56.1
49.2
0.8
-
-
-
8.3
-
253.1
206.7
3.9
(3.1)
-
-
28.7
-
Balance at the end of the financial year
977.6
871.5
1,638.9
1,178.3
The following ordinary shares were issued during the financial year as a result of the capital raise and acquisition:
44.3 million ordinary shares were issued under the institutional placement and 49.2 million ordinary shares as scrip
consideration for the acquisition of Coverforce Holdco Pty Ltd and other acquisitions.
11.8 million ordinary shares were issued under the Share Purchase Plan.
Steadfast issued shares for the acquisition of Coverforce. The valuation of shares issued (being the institutional placement
bookbuild price) and the fair value of these shares differ as the shares issued were subject to an escrow (refer Note 10A).
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. Treasury shares held in Trust
Reconciliation of movements
Balance at the beginning of the financial year
Shares acquired
Shares allocated to employees
Shares allotted through the Dividend Reinvestment Plan
Balance at the end of the financial year
2022
Number of
shares
'm
2021
Number of
shares
'm
3.9
1.3
(1.4)
0.1
3.9
3.4
1.6
(1.2)
0.1
3.9
2022
$'m
13.9
6.5
(4.9)
0.4
15.9
2021
$'m
11.2
5.9
(3.6)
0.4
13.9
Treasury shares are ordinary shares of the Company 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.
104 Steadfast Group Annual Report 2022
C. Capital risk management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders, maintain an optimum capital structure to minimise the cost of capital
and continue its listing on the ASX, 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 its total gearing ratio excluding premium funding borrowings, as these borrowings
are only securitised against the assets of the premium funder. The total gearing ratio is calculated as total borrowings of the
Company and its subsidiaries divided by total equity and total borrowings of the Company and its subsidiaries. Currently the
Group’s total gearing ratio is 19.0% compared to the maximum gearing ratio determined by the Board of 30.0%, excluding
premium funding borrowings.
The total gearing ratio has been calculated both including and excluding the premium funding borrowings as follows:
Note
2022
$'m
2021
$'m
Maximum
Board
approved
8
8
425.8
1,813.9
2,239.7
19.0%
892.7
1,813.9
2,706.6
33.0%
357.2
1,267.0
1,624.2
22.0%
756.4
1,267.0
2,023.4
37.4%
30.0%
Total borrowings of the Company and its subsidiaries
(excluding premium funding borrowings)
Total Group equity
Total Group equity and total borrowings of the Company and
its subsidiaries
Total gearing ratio excluding premium funding borrowings
Total borrowings of the Company and its subsidiaries
(including premium funding borrowings)
Total Group equity
Total Group equity and total borrowings of the Company and
its subsidiaries
Total gearing ratio including premium funding borrowings
D. Nature and purpose of reserves
I. Other reserves
The other reserves include three components as below.
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.
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.
Other reserves: the other reserves are used to recognise other movements in equity including cumulative net change in fair
value of hedging instruments; the present value of liabilities in respect of put options issued to the minority shareholders of
certain subsidiaries over those subsidiaries' shares; and the net effect on disposal of partial equity ownership in subsidiaries
without loss of control.
II. Revaluation reserve
The revaluation reserve is used to record the movement in the fair value of the Group’s property following Board valuation based
on independent appraisal.
Steadfast Group Annual Report 2022 105
Notes to the Financial Statements continued
Note 10. Business combinations
Acquisitions for the year ended 30 June 2022
During the year ended 30 June 2022, the Group completed a number of acquisitions in accordance with its strategy. The
following disclosures provide the provisional financial impact to the group at the acquisition date. Only significant acquisitions are
disclosed separately. Other acquisitions are disclosed in aggregate.
Acquisition of subsidiaries
The following tables provide:
detailed information for the acquisition of Coverforce HoldCo Pty Ltd and its subsidiaries (Coverforce) on 16 August 2021; and
aggregated information for 27 other acquired businesses (Other acquisitions).
Note 10E includes the ownership interest in businesses acquired which became subsidiaries of the Group.
A. Consideration paid/payable
Cash
Consideration shares
Deemed consideration(ii)
Deferred consideration(iii)
193.9
202.4(i)
-
0.8
397.1
2022
Other
acquisitions
$'m
Coverforce
$'m
Total
$'m
296.4
206.7
34.2
26.0
102.5
4.3
34.2
25.2
166.2
563.3
2021
$'m
130.3
0.7
21.8
39.6
192.4
Table notes
i. This amount represents shares issued as consideration for the acquisition of Coverforce. Shares were issued to Coverforce
shareholders at a valuation of $4.51 per share (being the institutional placement bookbuild price) whereas the fair value of these
shares was calculated at $4.19 per share as these shares are subject to an escrow until August 2022.
ii. This amount represents the fair value of the original investments at the date the Group gained control of an entity which was
previously an associate of the Group.
iii. 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 consolidated statement of profit or loss and other comprehensive income. The deferred consideration shown
above represents:
- $24.8 million of deferred consideration for which the maximum amount of payment is variable and not capped; and
- $1.2 million of deferred consideration which is capped.
The deferred consideration excludes the present value of liabilities ($25.8 million) in respect of put options issued to the minority
shareholders of certain subsidiaries over those subsidiaries' shares (refer Note 10F).
106 Steadfast Group Annual Report 2022
B. Identifiable assets and liabilities acquired
Cash and cash equivalents1
Trade and other receivables2
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Identifiable intangibles3
Investment in associates & joint ventures
Other assets
Trade and other payables
Income tax payable
Lease liabilities
Provisions
Deferred tax liabilities
Other liabilities
2022
Other
acquisitions
$'m
Total
$'m
52.4
103.7
5.5
1.1
4.9
1.6
42.7
-
1.4
15.1
2.6
6.0
6.5
94.9
75.2
2.6
(51.8)
(104.8)
(1.2)
(5.2)
(4.2)
(14.5)
(2.8)
29.9
(4.8)
(6.4)
(7.0)
(35.0)
(7.6)
141.0
2021
$'m
40.5
9.4
0.8
2.7
2.8
45.1
-
13.7
(43.1)
(4.6)
(2.8)
(2.6)
(15.5)
(6.3)
40.1
Coverforce
$'m
51.3
9.6
1.5
1.1
4.9
52.2
75.2
1.2
(53.0)
(3.6)
(1.2)
(2.8)
(20.5)
(4.8)
111.1
Total net identifiable assets acquired
1 Includes cash held on trust.
2 The trade receivables comprise contractual amounts and are expected to be fully recoverable.
3 Identifiable intangibles are measured at fair value through the discounted cash flow model.
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 above amounts, then the acquisition accounting will be revised. In the current year,
there were no revisions relating to prior year acquisitions.
C. Goodwill on acquisition
Total consideration paid/payable
Total net identifiable assets acquired
Non-controlling interests
Goodwill on acquisition1
2022
Other
acquisitions
$'m
166.2
(29.9)
2.2
138.5
Coverforce
$'m
397.1
(111.1)
-
286.0
Total
$'m
563.3
(141.0)
2.2
424.5
2021
$'m
192.4
(40.1)
3.7
156.0
1 The majority of goodwill relates to acquired subsidiaries' ability to generate future profits with the skills and technical talent of their work force as well as the benefits
from the combination of synergies. None of the goodwill recognised is expected to be deductible for tax purposes.
Steadfast Group Annual Report 2022 107
Notes to the Financial Statements continued
D. Financial performance of acquired subsidiaries
The contribution to the financial performance of the Group by acquired subsidiaries, for the period since acquisition, is outlined
in the table below.
Revenue
EBITA
Profit after income tax
Coverforce
$'m
Other
acquisitions
$'m
56.7
27.5
18.2
40.8
15.3
10.3
Total
$'m
97.5
42.8
28.5
If the acquisitions of subsidiaries occurred on 1 July 2021, the Group’s revenue from acquisitions for the year ended 30 June 2022
would further increase by $22.9 million to $934.3 million, EBITA would further increase by $8.1 million to $360.4 million and profit
after income tax would further increase by $5.3 million to $204.7 million.
E. Acquisition-related costs
The Group incurred acquisition-related costs of $0.2m on legal, accounting and consulting with respect to the Coverforce
acquisition. These costs have been included in 'Operating, brokers' support service and other expenses'. A further $2.9m (net of
tax) in respect of the capital raise and scrip issue attributable to the Coverforce acquisition was capitalised to share capital.
F. Subsidiaries acquired
The table below outlines the subsidiaries acquired during the year ended 30 June 2022. Some acquisitions represent portfolio or
business purchases by subsidiaries and are therefore not included in this table.
Ownership interest
Name of subsidiaries acquired
Table note
AFA Insurance Brokers Pty Ltd
Bill Owen Insurance Brokers Pty Ltd
Consult Insurance Solutions Pty Ltd
Coverforce HoldCo Pty Ltd and its subsidiaries
Domina Group Pty Ltd
Edgewise Insurance Brokers Pty Ltd
Entegre Risk Technology Services Pty Ltd
Ginn & Penny Pty Ltd
Holdfast Insurance Brokers Pty Ltd
Ian Bell Insurance Brokers Pty Ltd
Miller Avenue Pty Ltd
Pollard Advisory Services Pty Ltd
Primassure (Australia) Pty Ltd
Risk Broking Pty Ltd
Rose Stanton Insurance Brokers Pty Ltd
Simplex Insurance Solutions Pty Ltd
Steadfast Risk Services Pty Ltd
Timjamway Pty Ltd
Tudor Insurance Brokers Pty Ltd
108 Steadfast Group Annual Report 2022
(i)
(ii)
(i)
(i)
(ii)
(i)
2022
%
71.00
100.00
100.00
100.00
70.00
100.00
75.00
100.00
70.00
75.05
100.00
95.00
100.00
60.00
100.00
60.00
75.00
90.00
74.04
2021
%
-
-
-
-
-
49.23
50.00
-
-
-
-
46.50
-
-
49.00
-
50.00
-
48.00
Table notes
i. During the year, the Group acquired additional shares in Edgewise Insurance Brokers Pty Ltd (Edgewise), Pollard Advisory
Services Pty Ltd (Pollard), Rose Stanton Insurance Brokers Pty Ltd (Rose Stanton) and Tudor Insurance Brokers Pty Ltd (Tudor).
As a result, Edgewise, Pollard, Rose Stanton and Tudor, which were previously associates, became subsidiaries of the Group.
ii. During the year, the Group acquired additional shares in Steadfast Risk Services Pty Ltd (Steadfast Risk Services) and Entegre
Risk Technology Services Pty Ltd (Entegre Risk). As a result, Steadfast Risk Services and Entegre Risk, which were previously joint
ventures, became subsidiaries of the Group
G. Deferred consideration reconciliation
The following table shows a reconciliation of movements in deferred consideration.
Balance at the beginning of the financial year
Settlement of deferred consideration
Non-cash settlement of deferred consideration
Additions from new acquisitions in business combinations
Additions from subsidiary business combinations
Additions from issuance of put options over non-controlling interests
Additions from new acquisitions of associates
Additions from new acquisitions of intangibles
Additions from step-up investments
Net loss in profit or loss on settlement or reassessment
Balance at the end of the financial year
Disclosed as:
Deferred consideration current:
Put options over non-controlling interests1
Other
Deferred consideration non-current:
Put options over non-controlling interests1
Other
Balance at the end of the financial year
2022
$'m
68.6
(48.5)
(0.5)
26.0
1.8
1.9
2.4
1.1
2.0
12.8
67.6
25.8
26.1
-
15.7
67.6
2021
$'m
12.2
(9.3)
(2.0)
39.6
-
23.9
1.4
1.0
0.3
1.5
68.6
8.3
38.1
15.6
6.6
68.6
1 This deferred consideration will only be payable if the put option is exercised by the minority shareholder. If the option remains unexercised, the financial liability will
be derecognised against equity through other reserves at the expiry date.
The balance of deferred consideration at the end of the financial year represents:
Amount payable is limited
Amount payable is not capped
Amount payable is fixed
2022
$'m
1.6
62.8
3.2
67.6
2021
$'m
3.1
65.5
-
68.6
Steadfast Group Annual Report 2022 109
Notes to the Financial Statements continued
Note 11. Subsidiaries
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
Steadfast Insurance Brokers (New Zealand) Pty Ltd
Steadfast Group UK Ltd
Abbott NZ Holdings Ltd and its subsidiaries
AFA Insurance Brokers Pty Ltd
Asparq Consolidated Pty Ltd and its subsidiaries
Austcover Holdings Pty Ltd and its subsidiaries
Ausure Group Pty Ltd and its subsidiaries
Ballyglisheen Pty Ltd (trades as Steel Pacific)
Bill Owen Insurance Services Pty Ltd
Body Corporate Brokers Pty Ltd and subsidiary
Capital Insurance (Broking) Group Pty Ltd and Capital Insurance Broking
Group Unit Trust and its subsidiaries
Centrewest Holdings Pty Ltd and its subsidiaries
Community Broker Network Pty Ltd and its subsidiaries
Consolidated Insurance Agencies Pty Ltd and its subsidiary
Consult Insurance Solutions Pty Ltd
Corporate Insurance Brokers Ballina (NSW) Pty Ltd
Coverforce Holdco Pty Ltd and its subsidiaries
Domina Group Pty Ltd and its subsidiaries
Edgewise Insurance Brokers Pty Ltd (Formerly Trustee for The Bradstock
GIS Unit Trust) and its subsidiaries
Galaxy Insurance Consultants Pte Ltd
Ginn & Penny Pty Ltd
Great Wall Insurance Services Pty Ltd
GSA Insurance Brokers Pty Ltd
Holdfast Insurance Brokers Pty Ltd
Ian Bell Insurance Brokers Pty Ltd
ICF (Australia) Pty Ltd and its subsidiary
Joe Vella Insurance Brokers Pty Ltd
Mega Capital Holdings Pty Ltd
Miller Avenue Pty Ltd
110 Steadfast Group Annual Report 2022
Ownership interest
Country
of incorporation
2022
%
2021
%
Australia
Australia
New Zealand
United Kingdom
New Zealand
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100.00
100.00
100.00
68.34
71.00
97.56
69.47
50.07
59.63
100.00
100.00
82.75
70.18
100.00
55.00
100.00
100.00
100.00
70.00
100.00
60.00
100.00
67.50
60.00
70.00
75.05
100.00
81.70
100.00
100.00
100.00
100.00
100.00
68.34
-
97.56
91.00
50.07
63.64
-
100.00
70.00
70.18
100.00
55.00
-
100.00
-
-
49.23
60.00
-
67.50
80.00
-
-
100.00
70.00
100.00
-
Name
National Credit Insurance (Brokers) Pty Ltd (incorporating IMC Trade Credit)
and its subsidiaries
Network Insurance Group Pty Ltd and its subsidiaries
Newmarket Grand West Pty Ltd and its subsidiaries
Newsure Insurance Brokers Pty Ltd
Paramount Insurance Brokers Pty Ltd
Phoenix Insurance Brokers Pty Ltd
PID Holdings Pty Ltd and its subsidiaries
Pollard Advisory Services Pty Ltd
Resolute Property Protect Pty Ltd
QIB Group Holdings Pty Limited (formerly RIB Group Holdings Pty Ltd)
Risk Broking Pty Ltd
Risk Partners Pty Ltd
Rose Stanton Insurance Brokers Pty Ltd
Scott & Broad Pty Ltd and its subsidiary
Scott Winton Nominees Pty Ltd
Simplex Insurance Solutions Pty Ltd
SRB Management Pty Ltd and its subsidiaries
Country
of incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership interest
2022
%
85.66
60.00
100.00
67.41
62.50
65.00
2021
%
85.61
60.00
100.00
75.00
62.50
65.00
100.00
100.00
95.00
78.50
81.70
60.00
100.00
100.00
65.00
90.00
60.00
50.00
Steadfast Distribution Services Pte Ltd
Singapore
100.00
Steadfast IFS Pty Ltd
Steadfast IRS Pty Ltd and its subsidiaries
Steadfast NZ Holdings Ltd
Steadfast NZ Ltd
Steadfast Shared Services Pty Ltd
Steadfast Taswide Insurance Brokers Pty Ltd and its subsidiaries
T&G Insurance Brokers Pty Ltd and its subsidiary
Timjamway Pty Ltd
Trident Insurance Group Pty Ltd and its subsidiary
Tudor Insurance Brokers Pty Ltd
Webmere Pty Ltd and its subsidiaries
Whitbread Life Pty Ltd
Whitbread Holdings Pty Ltd and its subsidiary
Work Health Alternatives Pty Ltd
II. Underwriting agency businesses
Steadfast Underwriting Agencies Holdings Pty Ltd
Axis Underwriting Services Pty Ltd
Calliden Group Pty Ltd and its subsidiaries
CHU Underwriting Agencies Pty Ltd and its subsidiaries
Coast Insurance Pty Ltd (Formerly Hostsure Underwriting Agency Pty Ltd)
Emergence Insurance Group Pty Ltd and its subsidiary
Australia
Australia
New Zealand
New Zealand
Philippines
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
0.00
60.00
100.00
100.00
100.00
66.12
81.70
90.00
78.00
74.00
76.00
100.00
100.00
57.00
100.00
90.00
100.00
100.00
51.00
50.00
46.50
78.50
70.00
-
100.00
49.00
65.00
90.00
-
50.00
100.00
50.40
60.00
100.00
100.00
100.00
66.12
80.00
-
80.00
48.00
76.00
100.00
100.00
59.00
100.00
100.00
100.00
100.00
100.00
50.00
Steadfast Group Annual Report 2022 111
Notes to the Financial Statements continued
Ownership interest
Name
Grange Underwriting Pty Ltd
HMIA Pty Ltd
JMT Insurance Holdings Pty Ltd and its subsidiaries
Miramar Underwriting Agency Pty Ltd
NM Insurance Pty Ltd and its subsidiary
Platinum Placement Solutions Pty Ltd
Primassure (Australia) Pty Ltd
Procover Underwriting Agency Pty Ltd
Proteus Marine Insurance Pty Ltd
Quanta Insurance Group Pty Ltd
Residential Builders Underwriting Agency Pty Ltd
Sports Underwriting Australia Pty Ltd
Steadfast Placement Solutions Pty Ltd
Steadfast Placement Solutions UK Ltd
SUA Services Pty Ltd
Underwriting Agencies of Australia Pty Ltd
Underwriting Agencies of Fiji Pte Ltd
Underwriting Agencies of New Zealand Limited
Underwriting Agencies of Singapore Pte Ltd
Underwriting Agencies of Hong Kong Limited
Unity Trade Credit Pty Ltd
WM Amalgamated Pty Ltd and its subsidiaries
III. Complementary businesses
Aus Funding Solutions Pty Ltd
Goldseal I.P. Pty Ltd
Goldseal Practice Management Pty Ltd
IQumulate Premium Funding Pty Ltd
InsuranceCONNECT Pty Ltd
Steadfast Business Solutions Pty Ltd
Steadfast Convention Pty Ltd
Steadfast Foundation Pty Ltd
Steadfast INSIGHT Holdings Pty Ltd
Steadfast Risk Group Pty Ltd and its subsidiaries
Steadfast Share Plan Nominee Pty Ltd
Steadfast Technologies Group Holdings Pty Ltd
Steadfast Technologies NZ Ltd
Steadfast Technologies Pty Ltd
Steadfast Technologies Shared Services Pty Ltd
Steadfast Technology Services NZ Ltd
Steadfast Technology Services Pty Ltd
112 Steadfast Group Annual Report 2022
Country
of incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
United Kingdom
Australia
Australia
Fiji
New Zealand
Singapore
Hong Kong
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
Australia
Australia
New Zealand
Australia
2022
%
76.00
70.80
89.19
100.00
90.00
100.00
100.00
100.00
95.00
100.00
100.00
90.00
100.00
100.00
100.00
88.33
88.33
83.92
88.33
88.33
100.00
100.00
81.70
100.00
100.00
90.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
2021
%
76.00
80.00
89.19
100.00
80.00
100.00
0.00
100.00
87.50
-
100.00
90.00
100.00
100.00
100.00
88.33
88.33
83.92
88.33
88.33
100.00
100.00
80.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
Name
Steadfast UnderwriterCentral Holdings Pty Ltd
Steadfast Virtual Underwriter Holdings Pty Ltd
UnisonSteadfast AG
Note 12. Investments in associates & joint ventures
Ownership interest
Country
of incorporation
Australia
Australia
Germany
2022
%
100.00
100.00
60.00
2021
%
100.00
100.00
60.00
A. Details of associates & joint ventures
Interests in associates and joint ventures are accounted for using the equity method of accounting. Information relating to key
associates is set out below.
Name
I. Insurance broking businesses
Armstrong's Insurance Brokers Pty Ltd and Armstrong's
Insurance Brokers Unit Trust
Ausure Group Pty Ltd – associates thereof
Baileys Broking Ltd
Baileys Premium Funding Ltd
Blackburn (Insurance Brokers) Pty Ltd and Liability Brokers
Pty Ltd
Collective Insurance Brokers Pty Ltd
Covercorp Pty Ltd
Coverforce HoldCo Pty Ltd - associates thereof
Edgewise Insurance Brokers Pty Ltd (Formerly Trustee for
The Bradstock GIS Unit Trust)
McLardy McShane Partners Pty Ltd and McLardy McShane
Insurance Brokers Pty Ltd
Fenchurch Insurance Brokers Pty Ltd
Finpac Insurance Advisors Pty Ltd
J.D.I. (Young) Pty Ltd
Johansen Insurance Brokers Pty Ltd
Listsure Pty Ltd
McKillops Insurance Brokers Pty Ltd
Melbourne Insurance Brokers Pty Ltd
Origin Insurance Brokers Pty Ltd
Pollard Advisory Services Pty Ltd
Quattro Risk Services Pty Ltd - associates thereof
Rose Stanton Insurance Brokers Pty Ltd
Rothbury Group Ltd and its subsidiaries
RSM Group Pty Ltd
Sapphire Star Pty Ltd
Southside Insurance Brokers Pty Ltd
Ownership interest
Equity-accounted
2022
%
2021
%
2022
$'m
2021
$'m
-
17.13
40.00
40.00
40.00
49.00
49.00
24.09
25.00
16.52
-
-
40.00
49.00
49.00
-
-
49.23
37.00
22.50
49.00
25.00
48.35
26.30
49.00
49.00
49.00
-
12.00
-
42.80
49.00
30.00
49.00
37.00
22.50
49.00
25.00
48.35
29.80
49.00
49.00
49.00
46.50
12.00
49.00
42.80
49.00
30.00
49.00
-
10.6
6.0
1.1
2.5
0.3
1.0
36.5
-
3.4
1.9
1.0
1.0
4.1
1.4
4.2
1.5
-
-
0.2
-
29.9
4.8
0.8
0.6
1.0
5.5
-
-
2.7
0.3
1.1
-
9.1
2.9
2.0
1.0
1.0
4.1
1.5
4.3
1.6
-
3.9
0.2
0.7
28.7
5.0
0.7
0.5
Steadfast Group Annual Report 2022 113
Notes to the Financial Statements continued
Ownership interest
Equity-accounted
Name
Steadfast Eastern Insurance Brokers Pty Ltd
Steadfast IRS Pty Ltd - associates thereof
Steadfast Life Pty Ltd and its subsidiary
Tudor Insurance Australia (Insurance Brokers) Pty Ltd and
Tudor Insurance Agency Unit Trust
UnisonSteadfast AG - associates thereof
2022
%
25.00
47.00
50.00
-
30.00
2021
%
25.00
21.00
50.00
48.00
30.00
Watkins Taylor Stone Insurance Brokers Pty Ltd and D&E
Watkins Unit Trust
35.00
35.00
II. Underwriting agency businesses
Community Broker Network Pty Ltd - associates thereof
QUS Pty Ltd
Sterling Insurance Pty Ltd
III. Complementary businesses
HJS Unit Trust
Meridian Lawyers Ltd
IV. Joint Ventures
Abbott NZ Holdings Ltd - joint ventures thereof
Ausure Group Pty Ltd - joint ventures thereof
BAC Insurance Brokers Pty Ltd and its subsidiary
Blend Insurance Solutions Pty Ltd
Coverforce HoldCo Pty Ltd - joint ventures thereof
Network Insurance Group Hospitality Pty Ltd - joint
ventures thereof
Steadfast Risk Group Pty Ltd - joint ventures thereof
Steadfast Technologies Group Holdings Pty Ltd - joint
ventures thereof
Steadfast Valuation Holdings Pty Ltd - joint ventures thereof
37.09
45.00
39.50
33.33
25.00
50.00
22.36
50.00
50.00
33.65
30.00
50.00
50.00
50.00
25.00
45.00
39.50
33.33
25.00
50.00
21.32
50.00
50.00
-
-
50.00
-
-
2022
$'m
2021
$'m
1.2
3.1
3.2
-
-
1.2
1.1
0.8
4.9
1.8
2.3
0.4
4.4
11.5
1.7
47.1
3.5
7.2
0.2
1.8
1.1
3.0
3.2
2.1
-
1.2
0.3
0.9
4.8
-
0.8
2.3
0.4
3.8
11.1
2.1
-
-
0.5
-
-
114 Steadfast Group Annual Report 2022
B. Reconciliation of movements of associates & joint ventures
Balance at the beginning of the financial year
Additions - cash
Additions - non-cash
Additions - scrip issued
Step-up investment to subsidiaries
Disposal of associates
Share of EBITA from associates & joint ventures
Less share of:
Finance cost
Amortisation expense
Income tax expense
Share of associates & joint ventures' profit after income tax
Dividends received/receivable
Net foreign exchange movements
Balance at the end of the financial year
Year to
30 June 2022
$'m
Year to
30 Jun 2021
$'m
115.6
62.7
10.0
38.3
(13.8)
(0.7)
212.1
36.0
(0.7)
(2.3)
(7.1)
25.9
(26.9)
(0.8)
210.3
118.9
10.6
1.7
-
(15.3)
(0.5)
115.4
26.2
(0.4)
(2.3)
(6.0)
17.5
(17.3)
-
115.6
Steadfast Group Annual Report 2022 115
Notes to the Financial Statements continued
C. Summarised financial information of associates & joint ventures
I. Disclosure in aggregate
These disclosures relate to the investment in all associates and joint ventures in aggregate. The figures below represent the
financial position and performance of the associates and joint ventures as a whole and not just the Group’s share.
2022
$'m
371.8
157.0
(347.2)
(73.3)
108.3
283.1
67.8
44.2
44.2
2022
$'m
137.8
(3.6)
134.2
71.9
206.1
2022
$'m
576.9
(1.2)
575.7
2021
$'m
298.4
149.9
(270.4)
(47.6)
130.3
236.4
63.3
45.0
45.0
2021
$'m
100.1
(3.1)
97.0
69.9
166.9
2021
$'m
500.0
(2.0)
498.0
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Revenue
EBITA
Profit after income tax
Total comprehensive income
Note 13. Trade and other receivables
Trade and other receivables
Fee and commission receivable
Less: expected credit loss provision (refer Note 14C)
Net fee and commission receivable
Other receivables
Premium funding receivables
Premium funding receivables
Less: expected credit loss provision (refer Note 14C)
116 Steadfast Group Annual Report 2022
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.
Financial 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:
Non-derivatives
Cash at bank
Cash on deposit
Bank overdrafts
Bank loans
Premium funding borrowings
Derivatives
Interest rate swaps2
2022
Weighted
average
interest rate
%
0.20
0.98
-
2.931
2.971
2021
Weighted
average
interest rate
%
0.09
0.24
4.65
2.081
2.711
2022
Balance
$'m
769.2
175.8
-
(419.6)
(466.9)
58.5
2021
Balance
$'m
593.1
144.2
(0.5)
(351.7)
(399.2)
(14.1)
-
1.98
(212.5)
1.98
(212.5)
1 Weighted average interest rate excludes any applicable line fee paid to lenders.
2 The Group has entered into two interest rate swaps, with face values of $150.0 million and $62.5 million, where the Group swaps the BBSY indexed floating rate payment
into 1.84450% and 2.29875% fixed rate payments respectively. The interest rate swaps for the $150.0 million and $62.5 million mature in January 2023 and January 2025,
respectively. The Group entered into the interest rate swaps to minimise the Group’s exposure to interest rate risk by the Group agreeing to exchange the difference
between fixed and variable rate interest amounts calculated by reference to an agreed-upon face value. The swaps are designed to hedge interest costs associated
with the underlying corporate debt obligations. At 30 June 2022, after taking into account the effect of the interest rate swaps, the Group had approximately 37.3% of
the Group’s corporate debt exposed to variable rates (2021: 27.1%).
An increase/decrease in interest rates of one hundred (2021: one hundred) basis points would have the following effect on
profit/(loss) after tax:
Increase of one hundred basis points: $0.4 million favourable per annum (2021: $0.1 million unfavourable)
Decrease of one hundred basis points: $3.9 million favourable per annum (2021: $4.6 million favourable); assuming a zero
interest rate floor on cash at bank and cash on deposit balances.
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.
Steadfast Group Annual Report 2022 117
Notes to the Financial Statements continued
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, except for the
collateral specified in relation to loans to facilitate management buy-ins as described below.
Credit risk of the Group mainly arises from cash and cash equivalents, and trade and other receivables.
The Group has funded $31.9 million (2021: $27.8 million) of loans to facilitate management buy-ins to certain businesses under
the Group’s owner-driven business model. These loans are disclosed as other non-current assets in the Consolidated Statement
of Financial Position. These loans attract commercial interest rates, with dividends from these businesses used to fund interest
and loan repayments. The shares held by management in those businesses are provided as loan collateral.
The Group’s exposure to credit risk is concentrated in the financial services industry with parties that are considered to be of
sufficiently high credit quality (including cash held with major Australian banks) to minimise credit risk losses. Receivables include
amounts due from policyholders in respect of insurances arranged by controlled entities. The Group assumes that the credit risk
on fee and commission receivable increases significantly if outstanding past credit due terms. An expected credit loss provision
is recognised in respect of fee and commission receivable.
The Group also has exposure to credit risk from premium funding loans. The expected credit loss provision for premium funding
loans is based on historical data as a percentage of total loans written, after expected recoveries from trade credit policies.
The following table shows the movement in expected credit loss that has been recognised for fee and commission receivable
and premium funding receivables in accordance with the simplified approach set out in AASB 9:
Fee & commission receivables
Balance at the beginning of the financial year
(Decrease)/increase in expected credit loss
Additions through business combinations
Balance at the end of the financial year
Premium funding receivables
Balance at the beginning of the financial year
Decrease in expected credit loss
Balance at the end of the financial year
2022
$'m
3.1
0.2
0.3
3.6
2022
$'m
2.0
(0.8)
1.2
2021
$'m
3.2
(0.3)
0.2
3.1
2021
$'m
2.0
-
2.0
D. Liquidity risk
Vigilant liquidity risk management requires that the Group maintains sufficient liquid assets to be able to pay debts as and when
they become due and payable. For both the Group’s insurance intermediaries and premium funders, this is largely achieved by
maintaining sufficient cash reserves in the forms of cash and cash equivalents and available borrowing facilities.
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.
For the Group’s premium funders, liquidity risk is mitigated by allocating premium funding to a diverse range of corporate and SME
businesses, limiting the majority of premium funding loans to 10 monthly instalments, minimising the life cycle of funds in use,
retaining adequate levels of available funds to safeguard against exceeding facility limits, and by matching the maturity profile of
current and prospective financial assets against available funding limits.
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.
118 Steadfast Group Annual Report 2022
2022
Non-derivatives
I. Non-interest bearing
Payables on
broking/underwriting
agency operations
Trade and other payables
Premium funding payables
Deferred consideration
II. Interest bearing
Bank loans
Premium
funding borrowings
Total non-derivatives
Derivatives
Hedge interest rate swaps
(net settled)
Total derivatives
2021
Non-derivatives
I. Non-interest bearing
Payables on
broking/underwriting
agency operations
Trade and other payables
Premium funding payables
Deferred consideration
II. Interest bearing
Bank loans
Premium
funding borrowings
Total non-derivatives
Derivatives
Hedge interest rate swaps
(net settled)
Total derivatives
Weighted
average
interest rate
%
1 year or less
$'m
Between 1 to 2
years
$'m
Between 2 to 5
years
$'m
Over 5 years
$'m
Total
contractual
maturities
$'m
2.93
2.97
2.08
2.71
648.7
121.4
139.5
51.9
10.5
33.0
1,005.0
(0.3)
(0.3)
488.6
109.7
122.5
46.4
7.5
27.4
802.1
(0.2)
(0.2)
-
-
-
15.7
8.4
-
24.1
-
-
-
-
-
22.2
174.8
382.6
579.6
-
-
-
-
-
-
396.1
447.7
843.8
-
-
-
-
-
-
99.9
-
99.9
-
-
-
-
-
-
16.9
-
16.9
-
-
-
-
-
-
76.9
-
76.9
-
-
648.7
121.4
139.5
67.6
431.9
480.7
1,889.8
(0.3)
(0.3)
488.6
109.7
122.5
68.6
359.1
410.0
1,558.5
(0.2)
(0.2)
Steadfast Group Annual Report 2022 119
Notes to the Financial Statements continued
Note 15. Contingencies
Contingent liabilities
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. The Group expects no material net exposure from this arrangement as the contingent
liabilities have contingent assets (being rights to shares held by the relevant shareholders) approximating similar values.
Bank guarantee
In the normal course of business, certain controlled entities in the Group have provided security for bank guarantees principally
in respect of their contractual obligations on commercial leases.
Note 16. Events after the reporting period
Final dividend
On 17 August 2022, the Board declared a final dividend for FY22 of 7.8 cents per share, fully franked. The dividend will be paid on
9 September 2022.
Acquisition of Insurance Brands Australia
In August 2022 the Group announced the acquisition of Insurance Brands Australia for a purchase price of $301 million, of which
$25 million is subject to meeting future financial performance criteria. The acquisition will be funded via $56.1 million of Steadfast
scrip to be issued to the vendors and utilisation of our corporate debt facility.
Capital raising
The Group is undertaking a fully underwritten placement to raise approximately $225 million together with an accompanying
non-underwritten Share Purchase Plan. This will provide further capacity for anticipated Trapped Capital acquisitions.
Note 17. 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 attracting, retaining and motivating highly qualified and 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 pending exercise of vested rights by employees. 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 prohibit an employee trading in the
Company’s ordinary shares when they are aware of price sensitive information and limit their trading at other times.
The Group has the following types of share-based remuneration arrangements provided to employees; each arrangement has
different purposes and different rules:
short-term incentive plan; and
long-term incentive plan.
The share-based payments are included in the employment expense line in the statement of profit or loss and other
comprehensive income.
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. When granted, the awards in these two plans may be in the form of cash and/or
conditional rights. The Board 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. The short-term incentive plan (STI)
The STI plan is a discretionary, performance-based, at risk reward arrangement. STI is awarded based on each participant’s
performance hurdles and whether the financial performance hurdle of a minimum 12.2% (FY21: 7.5% underlying diluted earnings
per share growth) return on capital (defined as return on opening shareholders' funds) is met.
120 Steadfast Group Annual Report 2022
The key terms of the STI plan for the 2022 financial year are:
total STI will be awarded and settled in the form of cash and conditional rights as approved by the Board if return on capital and
individual participant’s performance criteria for the performance period (i.e. 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 August 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 from the
grant date of the rights (retention period), and will vest one year after grant date;
the rights will accrue notional dividends 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 dividends 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;
the vesting is conditional on there being no material adverse deterioration in the 2022 reported results during the performance
period before the exercise of the rights; and
if the vesting condition is not met then the rights lapse.
Further details of the 2022 STI in relation to the Group’s key management personnel are disclosed in the Remuneration Report.
B. The long-term incentive plan (LTI)
The LTI plan is a discretionary, performance-based, at risk reward arrangement. LTI is awarded based on each participant’s
performance hurdles and whether the minimum financial performance hurdles in diluted earnings per share growth and Total
Shareholder Return (TSR) are met.
The key terms of the LTI plan for the 2022 financial year 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);
50% (FY21: 75%) based on the Group achieving a minimum 7.5% (maximum at 12.5%) average straight line per annum diluted
EPS growth during the retention period; and
50% (FY21: 25%) based on the Group achieving a minimum TSR above the 50th percentile (maximum at 75th percentile) of the
peer group during the retention period;
the rights will not accrue notional dividends during the retention period;
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 for nil
consideration upon exercise by the participant;
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.
Further details of the 2022 LTI in relation to the Group’s key management personnel are disclosed in the Remuneration Report.
Employee share plan
The Short-Term Employee Incentive Plan (STEIP) is a discretionary, performance based at-risk reward arrangement for employees
other than senior management and Executives that aims to recognise the contributions of the eligible employees of Steadfast
Group Limited when outstanding financial results and individual performance objectives are achieved.
The 2022 STEIP consists of two potential reward components:
cash component – a cash award which may be delivered if return on capital (ROC) targets are met; and
deferred equity component – a deferred equity award (DEA) of conditional rights to Steadfast shares if ROC targets are met and
subject to a tenure hurdle and no material adverse deterioration in ROC. Participation in the DEA component of the STEIP is
by invitation only and is limited to participants approved by the Group Managing Director & CEO.
The ROC growth targets for the STEIP are aligned with those in the senior management and executive STI plan.
Notional dividends on the conditional rights will accrue during the tenure hurdle period from the first interim dividend after the
grant date. The notional dividends will be calculated in accordance with the Dividend Reinvestment Plan (DRP) as varied from time
to time. The accrued value of notional dividends will be provided to a participant on the vesting date of a conditional right in the
form of additional Steadfast shares (or cash in lieu).
Steadfast Group Annual Report 2022 121
Notes to the Financial Statements continued
Note 18. Taxation
A. Income tax (expense)/benefit
Profit before income tax expense
Income tax expense at statutory tax rate
Tax effect of difference in corporate tax rates in foreign jurisdictions
Tax effect of amounts that are not (deductible)/taxable in calculating taxable income
Share of after-tax profits of associates and joint ventures
Non-assessable and other deductible items
Non-deductible and other assessable items
Under provision for income tax of prior periods
Income tax expense
B. Major components of income tax expense
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
Deferred income
Business related capital costs
AASB16 Leases
Other
122 Steadfast Group Annual Report 2022
2022
$'m
279.2
(83.8)
0.4
5.2
58.2
(58.3)
(1.5)
(79.8)
(76.6)
(1.5)
(1.2)
(0.5)
(79.8)
2.0
(0.2)
1.8
12.9
13.5
12.1
9.6
2.0
6.7
56.8
2021
$'m
229.7
(68.9)
0.4
5.3
25.9
(23.1)
(3.8)
(64.2)
(61.9)
(4.8)
5.3
(2.8)
(64.2)
-
-
-
8.5
14.4
9.3
10.4
2.0
8.2
52.8
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
Opening balance adjustments
Charged to profit or loss
Charged to equity
Additions through business combinations
Disposals
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 and investments
Asset revaluation
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
Charged to profit or loss
Charged to equity
Additions through business combinations
Disposals
Balance at the end of the financial year before offset
Less: offset against deferred tax assets
Balance at the end of the financial year
2022
$'m
23.5
29.3
52.8
0.4
(1.5)
1.9
6.5
(3.3)
56.8
(27.4)
29.4
66.4
53.7
5.2
0.1
125.4
65.0
29.3
94.3
1.2
(0.2)
35.0
(4.9)
125.4
(27.4)
98.0
2021
$'m
17.4
37.5
54.9
(0.1)
(4.8)
-
2.8
-
52.8
(29.3)
23.5
47.5
40.1
5.2
1.5
94.3
46.5
37.5
84.0
(5.2)
-
15.5
-
94.3
(29.3)
65.0
Steadfast Group Annual Report 2022 123
Notes to the Financial Statements continued
F. ATO transparency reporting
The Australian Taxation Office (ATO) publishes total income, taxable income and tax payable in relation to large taxpayers, with
the 2020 financial year being the latest information released. The information published is sourced from the income tax return
lodged by Steadfast Group Limited as the head company of the Australian tax consolidated group (which captures only the entities
that are 100% owned by the Group).
Total income includes all Australian income, including commission and fee income, investment return and dividends. It does not
include any business expenses such as commission and fees expense, salaries or other operating expenses.
Taxable income is the net profit that is subject to tax and takes into account allowable deductions for business expenses and other
tax concessions, including non-taxable dividends from foreign subsidiaries.
Tax payable on taxable income is calculated with reference to the Australian corporate tax rate of 30%, adjusted for franking
credits and other tax concessions. On release of the 2021 tax information, we envisage the following will be reported:
Total income
Taxable income
Tax paid by head entity
Effective tax rate
2021
$'m
533.0
158.5
16.0
10.09%
2020
$'m
456.1
214.1
7.3
3.41%
The most significant reason for the low effective tax rate for the parent entity is that a substantial portion of its disclosed taxable
income is dividends received and the attached franking credits (derived from those entities paying tax) reduce the tax payable by
the head entity.
For a complete view of the effective tax rate, the following needs to be considered:
Tax paid by head entity
Tax paid by investees (and passed to head entity as franking credits)
Underlying tax paid
Taxable income
Effective tax rate (excl. franking credits)
2021
$'m
16.0
31.6
47.6
158.5
30%
2020
$'m
7.3
56.9
64.2
214.1
30%
The 2022 income tax return for Steadfast Group Limited is expected to have an effective rate continuing at circa 30%.
124 Steadfast Group Annual Report 2022
Note 19. 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, amortisation and gain/loss on disposal of property, plant and equipment
Share of profits of associates and joint ventures
Income tax paid
Dividends received from associates/joint ventures
Fair value gain on listed investments
Net gain from investments
Share-based payments and incentives accruals
Impairment expense
Interest income on loans
Capitalised interest on loans
Change in operating assets and liabilities
Increase in trade and other receivables
Decrease/(increase) in deferred tax assets
(Increase)/decrease in other assets
Increase in trade and other payables
Increase in income tax payable
Increase in deferred tax liabilities
Increase/(decrease) in other liabilities
Increase in provisions
Net cash from operating activities
2022
$'m
279.8
665.2
-
945.0
2021
$'m
231.2
506.1
(0.5)
736.8
2022
$'m
2021
$'m
199.4
165.5
73.3
(25.9)
(77.0)
26.9
(2.3)
(9.3)
(5.4)
3.6
(0.4)
1.8
(24.8)
1.5
(2.9)
4.5
77.1
1.2
0.1
6.3
61.2
(17.5)
(63.4)
17.3
(13.8)
(11.1)
11.2
3.9
0.2
(2.5)
(16.9)
(5.3)
4.1
42.8
64.7
4.8
(0.2)
4.0
247.7
249.0
Steadfast Group Annual Report 2022 125
Notes to the Financial Statements continued
Note 20. 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 benefits
Post-employment benefits
Long-term benefits
Accrued share-based expenses
2022
$'000
7,434
202
74
4,460
12,170
2021
$'000
7,105
188
50
4,659
12,002
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:
2022
$'000
2021
$'000
210
1,499
12,466
545
215
1,183
11,786
482
422
-
310
118
2,577
2,512
3,391
-
I. Sale of goods and services
Professional services fees received from associates and joint ventures on normal
commercial terms
Commission income received/receivable from associates on normal commercial terms
II. Payment for goods and services
Commission expense paid/payable to associates on normal commercial terms
Professional service fees paid to associates
III. 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
Receivables from associates
Dividends receivable from associates
b. Current payables
Payables to associates
IV. Loans to/from related parties
Loans to associates
126 Steadfast Group Annual Report 2022
Note 21. 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
Total equity of the parent entity comprising of:
Share capital
Share-based payments reserve
Retained earnings
Revaluation reserve
Total equity
2022
$'m
127.0
(0.3)
126.7
2022
$'m
95.5
2021
$'m
126.4
(0.9)
125.5
2021
$'m
75.6
2,180.6
1,639.2
70.9
417.5
57.0
353.0
1,638.9
1,178.3
11.4
100.7
12.1
8.8
87.0
12.1
1,763.1
1,286.2
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 ventures 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. Contingent assets/liabilities not considered remote
The Company is exposed to the contingent assets and liabilities pertaining to the Macquarie Bank put options set out in Note 15.
F. Parent entity capital commitments for acquisition of property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
G. Parent entity guarantees in respect of the debts of its subsidiaries
The parent entity provided no guarantees in relation to the debts of its subsidiaries as at 30 June 2022 and 30 June 2021.
Steadfast Group Annual Report 2022 127
2022
$'000
2021
$'000
858
1,469
2,327
72
6
78
127
80
207
775
1,238
2,013
172
12
184
288
124
412
2022
$'000
2021
$'000
508
526
40
4
44
45
45
14
-
14
26
26
Notes to the Financial Statements continued
Note 22. Remuneration of auditors
A. KPMG
I. Audit and review services
Audit and review of financial statements - Group
Audit and review of financial statements - controlled entities
II. Assurance services
Regulatory assurance services
Other assurance services
III. Other services
Taxation advice and tax compliance services
Other services
B. Other auditors
I. Audit and review services
Audit and review of financial statements
II. Assurance services
Regulatory assurance services
Other assurance services
III. Other services
Taxation advice and tax compliance services
128 Steadfast Group Annual Report 2022
Steadfast Group Limited
Director's declaration
1. In the opinion of the Directors of Steadfast Group Limited (‘the Company’):
a. the consolidated financial statements and notes that are set out on pages 80 to 128 and the Remuneration Report in the
Directors’ Report, are in accordance with the Corporations Act 2001, including:
i. giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance, for the financial year
ended on that date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
2. 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 2022.
3. 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 17 August 2022 in accordance with a resolution of the Directors:
Frank O’Halloran, AM
Chair
Robert Kelly, AM
Managing Director & CEO
Steadfast Group Annual Report 2022 129
130 Steadfast Group Annual Report 2022
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Steadfast Group Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Steadfast Group Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: • giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated Statement of Financial Position as at 30 June 2022; • 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 then ended; • Notes including a summary of significant accounting policies; and • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements. Key Audit Matters The Key Audit Matters we identified are: • Valuation of Goodwill, Intangible assets and Investments in associates & joint ventures; • Acquisition accounting for Coverforce Holdco Pty Ltd; and • Decentralised operations. Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Steadfast Group Annual Report 2022 131
Valuation of Goodwill, Intangible assets, and Investments in associates & joint ventures Refer to Note 7: Goodwill ($1,494.1m) and Other intangible assets ($265.5m), Note 12: Investments in associates & joint ventures ($210.3m), and Note 3: Critical accounting judgements, estimates and assumptions The key audit matter How the matter was addressed in our audit The valuation of Goodwill, Intangible assets, and Investments in associates & joint ventures is a key audit matter given the: • Size of the balance (being 50% of the Group’s total assets). • High number of individual Cash Generating Units (CGUs), of more than 77 at 30 June 2022. This necessitated our consideration of the Group’s determination of CGUs and increases the complexity in the Group’s valuation for each of the CGUs, intangible assets and investments in associates& joint ventures. • Forward-looking assumptions applied by the Group in its valuation for each of the CGUs, including: − Forecast cash flows, revenue and expense growth assumptions and terminal value growth rates which are influenced by subjective drivers and rely on the Group’s expectation of future customer activity and insurance market premium growth; and − Discount rates, which are complicated in nature and can vary according to the underlying economic conditions. The Group engaged an external expert to assist in determining the discount rates. We involved valuation specialists to supplement our senior audit team members in assessing this key audit matter. Our procedures included: • Assessing the Group’s determination of CGUs based on our understanding of the operation of the Group’s businesses, and how independent cash flows were generated, against the requirements of the accounting standards. • Assessing the Group’s analysis of indicators of impairment of intangible assets and its investments in associates & joint ventures based on actual business performance and approved forecasts. Working with our valuation specialists, our procedures included: • Considering the appropriateness of the valuation methods applied (value in use and fair value less costs of disposal) by the Group against the requirements of the accounting standards • Comparing the forecast cash flows contained in the valuation models to the Board approved budgets. We also evaluated the forecasting process undertaken by the Group and assessed the precision of prior year forecast cash flows by comparison to actual outcomes. • Applying increased professional scepticism to forecast cash flows in the areas where previous forecasts were not achieved. We compared the revenue and expense growth assumptions and terminal value growth rate assumptions to recent external data on inflation rates as an indicator of future customer activity and projected insurance market premium growth in Australia. We used our knowledge of the Group, its past performance, business and customers, and our general insurance industry experience in considering the feasibility of the forecasts used. • Independently developing a range of discount rates based on analysis of comparable companies using publicly available market data, adjusted by risk factors specific to the Group and the industry it operates in. • Performing sensitivity analysis by varying key assumptions, such as forecast growth rates, terminal value growth rates and discount rates, within a reasonably possible range, for all CGUs. We did this to identify those CGUs at higher risk of impairment, 132 Steadfast Group Annual Report 2022
assumptions at higher risk of bias, and to focus our further audit procedures. Additionally, we cross checked the valuation results against earnings multiples based on the value of other comparable companies. • Assessing the integrity of the value in use model used, including accuracy of the underlying calculation formulas. • We assessed the disclosures in the financial report using our understanding obtained from our testing, and against the requirements of the accounting standards. Acquisition accounting for Coverforce Holdco Pty Ltd Refer to Note 10: Business combinations ($563.3m) The key audit matter How the matter was addressed in our audit The Group acquired Coverforce HoldCo Pty Ltd (Coverforce) for consideration of $397.1 million on 16 August 2021. The acquisition accounting associated with this transaction is a key audit matter given: • The financial significance of the transaction for the Group. • The determination of fair value of acquired intangible assets and goodwill are sensitive to changes in a number of judgemental assumptions. This drives additional audit effort specifically on the feasibility of these assumptions and the methods used. Areas of focus included the: − Assessment of the completion date and impact of the corresponding share price on the fair value of the shares issued as consideration which are subject to an escrow period; − fair value of the acquired customer contract intangible assets at the acquisition date, including focus on the discount rate and client attrition rates as the key assumptions; and − fair value of the identifiable assets and liabilities as part of the acquisition, including the acquired investments in associates & joint ventures of Coverforce this included gathering evidence on forecasted cashflows as the key Our procedures included: • Reading the transaction documents related to the acquisition to understand the structure, key terms and conditions. Using this, we evaluated the accounting treatment of the acquisition against the criteria of a business combination in the accounting standards. • Working with our technical accounting specialists to assess whether the Group’s determination of the completion date and the fair value of shares issued as consideration were in accordance with the accounting standards. Working with our valuation specialists, our procedures included: • Evaluating the Group’s external valuation expert’s objectivity, competence and scope of work with respect to their involvement in the determination of fair value of shares issued as consideration, acquired investments in associates & joint ventures, and the purchase price allocation to goodwill and separately identifiable intangible assets. • Assessing the valuation methodology against accepted industry practice and the requirements of the accounting standards. • Comparing specific assumptions (such as revenue and expense growth assumptions) used by the Group’s external valuation expert to approved business forecasts and publicly available industry growth rates. • Challenging the Group’s judgmental assumptions Steadfast Group Annual Report 2022 133
assumption. The Group engaged an external valuation expert to assist with the identification and measurement of acquired assets and liabilities, the determination of the fair value of purchase consideration, and the purchase price allocation to goodwill and separately identifiable intangible assets. We involved valuation specialists and technical accounting specialists to supplement our senior audit team members in assessing this key audit matter. related to the fair value of shares issued as consideration, acquired investments in associates & joint ventures, and separately identifiable intangible assets including discount rate, client attrition rate and forecasted cashflows. We did this by comparing these assumptions to publicly available market data and valuations from comparable transactions. • Checking the goodwill balance recognised as a result of the transaction and comparing it to the goodwill amount recorded by the Group. • Assessing the disclosures in the financial report, by comparing these to our understanding of the acquisitions obtained from our testing and the requirements of the accounting standards. Decentralised operations Refer to Note 2: Significant accounting policies, Note 11: Subsidiaries, and Note 12: Investments in associates & joint ventures The key audit matter How the matter was addressed in our audit The Group comprises more than 169 subsidiaries, associates and joint ventures (components) whose operations are spread across Australia, New Zealand, and to a lesser degree, the United Kingdom, Singapore and Germany. The individual components are wide ranging in size, and the customers and products of each business operation vary. The decentralised and varied nature of these operations requires significant oversight by the Group to monitor the activities, review component financial reporting, and undertake the Group consolidation. This is an extensive process due to the variety of accounting processes and systems used by each component across the Group. This is a key audit matter given: • The high number of subsidiaries, associates and joint ventures and the varied operations, accounting processes and systems across the Group. • The level of senior audit team member effort involved to: − Understand the components and identify the significant risks of misstatement within each component; − Scope relevant audit procedures consistent with the risks identified and to Our procedures included: • Instructing component audit teams to perform procedures on the financial information prepared for consolidation purposes by 33 components. The selected components were significant to the audit of the Group, either by size or by risk, and covered over 82% of the Group’s revenue and 84% of total assets. The objective of this approach was to gather evidence on significant balances that aggregate to form a large part of the Group’s financial reporting. • The component audit teams performed audits of the financial information of these components which included specific Group reporting package information and local statutory financial reporting. We worked with the component audit teams to identify risks significant to the audit of the Group and to plan relevant procedures. • Discussing with component audit teams the component audits as they progressed to identify and address any issues. • Reading the audit reports issued to us and the underlying memos to evaluate the work performed by the component audit teams for sufficiency with the overall Group audit purpose. This included the components compliance with the Group’s accounting policies, including those relating to the recognition of revenue. • Testing the financial data used in the consolidation 134 Steadfast Group Annual Report 2022
enable sufficient appropriate audit evidence over the significant aggregated balances at the Group; − Assess components compliance with the Group accounting policies; and − Audit the consolidation process and aggregation of results from component audit team procedures. process for consistency with the financial data audited by component audit teams. We also assessed the consolidation process for compliance with the accounting standards. • For selected significant components, inspecting the component auditors’ files for consistency between the auditor’s opinion and the underlying audit work. • For the other components not within the scope of component audit teams’ procedures, our head office audit procedures included testing the Group’s key monitoring controls and performance of analytical procedures. We inspected a sample of bank reconciliations, debtors’ reports, statutory financial reports, and accompanying audit reports, and inquired with head office management. In our analytical procedures, we compared actual financial results to budgets and the prior year results. We inquired of head office and considered trends within the insurance market. Other Information Other Information is financial and non-financial information in Steadfast Group Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinions. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Steadfast Group Annual Report 2022 135
Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Steadfast Group Limited for the year ended 30 June 2022, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities 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 responsibilities We have audited the Remuneration Report included in pages 53 to 76 of the Directors’ report for the year ended 30 June 2022. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Scott Guse Partner Julia Gunn Partner Sydney 17 August 2022 Shareholders' information
As at 29 July 2022
Ordinary share capital
There were 977,593,945 fully paid ordinary shares held by 8,959 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 are 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
No. of holders
No. of shares
% of issued capital
379
1,824
1,179
2,786
2,791
8,959
906,629,411
53,878,741
8,627,558
7,218,529
1,239,706
92.74%
5.51%
0.88%
0.74%
0.13%
977,593,945
100.00%
There were 246 shareholders holding less than a marketable parcel based on a market price of $5.32 at the close of trading on
29 July 2022.
Twenty largest shareholders
Name
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
National Nominees Limited
Mr James Angelis
Citicorp Nominees Pty Limited
Mackay Insurance Services Pty Ltd
BNP Paribas Noms Pty Ltd
Argo Investments Limited
BNP Paribas Nominees Pty Ltd
Mackay Insurance Services Pty Ltd
BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd
Steadfast Share Plan Nominee Pty Ltd
BNP Paribas Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited
Mr Robert Bernard Kelly
RC & IP Gilbert Pty Ltd
HSBC Custody Nominees (Australia) Limited - A/C 2
HSBC Custody Nominees (Australia) Limited
Mr David Ingram
Total
136 Steadfast Group Annual Report 2022
No. of shares
% of issued capital
273,471,636
185,705,724
79,858,802
58,895,179
48,200,000
30,779,943
27,775,392
26,249,202
14,504,109
8,522,970
7,691,016
6,669,238
3,850,231
3,570,000
3,191,607
3,152,927
3,100,000
3,046,389
2,997,685
2,742,017
27.97%
19.00%
8.17%
6.02%
4.93%
3.15%
2.84%
2.69%
1.48%
0.87%
0.79%
0.68%
0.39%
0.37%
0.33%
0.32%
0.32%
0.31%
0.31%
0.28%
793,974,067
81.22%
Substantial shareholders
Name
Date of notice
No. of shares
% of issued capital
Superannuation and Investment Holdco Pty Ltd
Commonwealth Bank of Australia
Vanguard
8 June 2022
1 March 2022
10 March 2022
49,377,475
49,041,029
48,900,999
5.05%
5.02%
5.00%
This information is based on the most recent substantial holder notices lodged with the ASX.
Securities purchased on-market
The following securities were purchased on market during the financial year for the purpose of the employee incentive
share scheme:
Ordinary Shares
Dividend details
Dividend
Interim
Final
Number of
shares purchased
Average price paid
per share
151,965
$4.99
Franking
Amount per share
DRP issue price
Payment date
Fully franked
Fully franked
5.2 cents
7.8 cents
1
2
23 March 2022
9 September 2022
1 The Group provided shares under the DRP through an on-market purchase.
2 The DRP issue price of the final dividend is scheduled to be announced on 31 August 2022.
The final dividend has an ex-dividend date of 22 August 2022, a record date of 23 August 2022, a payment date of 9 September
2022 and is eligible for Steadfast's Dividend Reinvestment Plan (DRP) which carries no discount.
Steadfast Group Annual Report 2022 137
Glossary of Terms
Term
AGM
Client
CPS
DPS
DRP
EBITA
Explanation
Annual General Meeting
Customer of broker/underwriting agency
Cents per share
Dividend per share
Dividend reinvestment plan
Earnings before interest (after premium funding interest income and expense), tax and amortisation. To
ensure comparability, underlying EBITA also deducts the interest expense on lease liabilities and depreciation
of right-of-use assets
EPS (NPAT)
Earnings per share that reference NPAT
EPS (NPATA)
Earnings per share that reference NPATA
Equity Brokers
An insurance broker who is a member of the Steadfast network, where Steadfast does have an equity interest
Group
GWP
Hayne Royal
Commission
Steadfast Group Limited (ABN 98 073 659 677, AFSL 254928)
Gross Written Premium – the amount paid by customers for insurance policies excluding taxes and levies
Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry
Hubbing
The merger of two or more insurance intermediary businesses
IBNA
IFRS
IPO
NCI
IBNA Limited, an Australian general insurance broker network acquired by Steadfast in FY20
International Financial Reporting Standards
An initial public offering of the Company’s fully paid ordinary shares
Non controlling interests
Network
The collective reference to the distribution network that is comprised of all Steadfast Network Brokers
Network Broker
An insurance broker who is a member of the Steadfast network, where Steadfast has no equity interest
Non-trading items
Include revenue and/or expense items that are typically one-off in nature and are not reflective of the Group’s
normal operating activities
NPAT
NPATA
PSF
Rebate
SCTP
SME
Net profit after tax
Net profit after tax adjusted for (post non controlling interests) amortisation of customer relationships
Professional services fee
An annual payment made to Steadfast Network Brokers, at the discretion of the Board
Steadfast Client Trading Platform – a web based platform that is a digitally contestable market place providing
Steadfast Network Brokers access to obtain multiple, detailed quotes from a variety of insurers, with only one
data input as well as place and maintain policy contracts
Small to medium enterprise
Steadfast PSF
Rebate offer
An offer by Steadfast to Steadfast Network brokerages to receive Steadfast shares or cash in exchange for
renouncing their rights to professional service fee (PSF) rebates from the Group
Strategic Partner
Preferred product partners underwriting or arranging the general insurance policies and premium funding
products which are placed by Steadfast Network Brokers
Underlying
earnings
Underlying earnings are equal to statutory earnings adjusted for non-trading items
Underwriting
agency
Underwriting agencies act on behalf of general insurers to design, develop and provide specialised insurance
products and services for specific market segments
138 Steadfast Group Annual Report 2022
Corporate Directory
Directors
Frank O’Halloran AM (Chair)
Corporate Office
Steadfast Group Limited
Robert Kelly (Managing Director & CEO) AM
Level 4
Vicki Allen
Joan Cleary
David Liddy AM
Gai McGrath
Anne O’Driscoll
Greg Rynenberg
Company secretaries
Linda Ellis
Peter Roberts
Notice of the AGM
The AGM will be held on Thursday, 20 October 2022.
99 Bathurst Street
Sydney NSW 2000
Postal Address
PO Box A980
Sydney South NSW 1235
P 02 9495 6500
E investor@steadfast.com.au
W steadfast.com.au
ACN 073 659 677
Share registry
Link Market Services
Level 12
680 George Street
Sydney NSW 2000
Postal Address
Locked Bag A14
Sydney South NSW 1235
P 1300 554 474
E registrars@linkmarketservices.com.au
Stock Listing
Steadfast Group Limited ordinary shares are listed on the
Australian Securities Exchange (ASX code: SDF).
Steadfast Group Annual Report 2022 139