Link Administration Holdings Limited (ACN 120 964 098) Connecting people & technology Annual Report 2016 Link Group – Connecting people & technology Connecting people & technology Link Group administers financial ownership data and drives user engagement, analysis and insight through technology. We deliver complete solutions for companies, large asset owners and trustees across the globe. Our commitment to market-leading client solutions is underpinned by our investment in people, processes and technology. Contents Chairman’s message Business overview Operational and financial highlights Managing Director's report Superpartners transition People & culture Innovation Corporate responsibility & sustainability Link Group Annual Financial Report Additional shareholder information 2 4 8 10 12 14 16 18 22 101 Annual Report 2016 1 Chairman’s message It gives me great pleasure to present Link Group’s Annual Report for the financial year ended 30 June 2016, our first since listing. Our Initial Public Offering (IPO) in October 2015 was the largest primary equity raising in Australia for 2015 and widely recognised as one of the most successful equity capital market transactions of the year. We are proud to have delivered on all of the key targets we set for ourselves in the IPO Prospectus. The team at Link Group has delivered: • Revenues of $776 million, up 32% on the prior year and 3% higher than Prospectus; • Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) of $191 million, up 29% on the prior year and 5% higher than Prospectus; and • Net Profit after Tax and after adding back tax effected acquired amortisation (NPATA) of $103 million, 8% higher than Prospectus. The Board was pleased to announce a dividend of 8.0 cents per share, 18.7% being franked. This represents 45% of NPATA and 7% above the guidance provided in the Prospectus. The Board has reiterated the announced dividend policy of paying between 40% and 60% of NPATA into the future. 2 Link Group – Connecting people & technology All of our business lines performed strongly by providing our clients with excellent service and a full range of high quality products. The Superpartners integration continues on track. Revenue $776m up 32% on the prior year Our proven and experienced management team led by John McMurtrie continues to drive the growth of the business and they remain strongly committed to Link Group's growth strategy. Whilst we are all justifiably proud of the Company’s achievements this year, none of this would be possible without the strong and loyal support of our valued clients and the commitment and hard work of the broader Link Group team. I wish to especially note our appreciation for our major founding shareholders, Pacific Equity Partners (PEP) and Intermediate Capital Group (ICG) for funding, developing and guiding this outstanding organisation in the years prior to our IPO. The Board is most grateful to our retiring directors, Paul McCullagh (previous Chair) and Cameron Blanks, for their tremendous contribution to Link Group over many years. The Board thanks you all and we look forward to delivering on our commitment to service and innovation for our clients, their members and investors. Michael Carapiet Chairman Annual Report 2016 3 Business Overview Link Group administers financial ownership data for over 2,500 clients globally, servicing an underlying stakeholder base of over 10 million superannuation account holders and over 25 million individual shareholders. Link Group has over 4,300 employees and operations in 11 countries. The business is underpinned by investment in technology, people and processes. It includes an in-house technology capability that supports Link Group’s service offering to deliver comprehensive solutions to its client base. Link Group’s proprietary technology platforms provide a key source of competitive advantage developed with over $300 million of capitial investment over the last ten years. Link Group’s technology is complemented by a culture of innovation and value creation. As a key enabler for the business, it is supported by continuous investment in the development of our people, the environment in which they operate and their active association with clients, industry bodies and other stakeholders. Our focus on technology, people and processes is proving instrumental in providing the framework to successfully integrate the Superpartners business. The Superpartners transaction was transformational for Link Group, with the integration expected to underpin material earnings growth over the next 4 years. Already 18 months into this program, the integration is tracking ahead of expectations, remains within budget and demonstrates the significant value that high quality technology, people and processes can deliver to all stakeholders. Our corporate objectives balance our social and environmental goals with those of all our stakeholders including customers, investors, employees and the community. Governance, risk management and sustainability continue to be a core component of Link Group’s strategy. Divisional overview Fund Administration Corporate Markets Link Group offers a broad suite of superannuation administration services that connect superannuation funds with their members. Link Group is the largest provider of services in Australia’s superannuation fund administration industry, which services the fourth largest pension pool in the world based on funds under management (FuM). Link Group provides a comprehensive suite of services that connect issuers with their stakeholders. These services are provided to companies globally and include: shareholder management and analytics, stakeholder engagement, share registry, employee share plans and company secretarial services. Link Group holds a leading market position in all its key markets. Information, Digital & Data Services (IDDS) Link Group’s dedicated division supporting and servicing internal and external clients through the provision of value-added services including: • development and maintenance of proprietary IT systems and platforms; • data analytics; and • digital communications and solutions. 4 Link Group – Connecting people & technology Servicing over 10million superannuation account holders Over 4,300 employees Operating in 11countries Answering 4.6 million calls per annum Completing over 20 million transactions per annum Over 2,500 clients globally, servicing an underlying stakeholder base Electronically processing over 6million per annum employer contributions Servicing over 25 million individual shareholders Processing over $70 billion in payments per annum Annual Report 2016 5 History of Link Group 2005 • Established Link Market Services New Zealand as a joint venture with New Zealand Stock Exchange (100% owned from July 2015) 2008 • Entered Indian market with acquisition of the number two registry provider, Intime Spectrum Registry Limited, renamed Link Intime • Purchased CMR Direct, an Australian print and mail house, renamed Link Digicom • Established South African presence purchasing Ultra Share registrars, renamed Link Market Services • Purchased Australian Administration Services (AAS), one of Australia’s leading superannuation administration specialists • Purchased Money Solutions, a financial advice specialist purchased alongside AAS, renamed Link Advice • Acquired Orient Capital, an investor relations market leader 2006 • Link Market Services, Equiniti Group and Tricor Group establish the Global Share Alliance to offer registry services across diverse global markets • Established superannuation administration services partnership arrangement with Towers Watson 2009 A decade showing uninterrupted Operating EBITDA growth 89 94 104 67 56 9 12 15 16 18 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 2002: Corporate Markets focus Today: Technology - enabled outsourced services provider 6 Link Group – Connecting people & technology 2011 • Purchased Empirics, a leading provider of data analytics solutions to the Australian superannuation industry • Acquired FuturePlus Financial Services Pty Limited, a superannuation fund administrator, and established superannuation administration service arrangements with key clients 2014 • Acquired UK-based King Worldwide Investor Relations • Acquired D.F. King & Co’s European operations from American Stock Transfer & Trust • Successfully won the tender to be the outsourced administration services provider for the Western Australian Government Employees Superannuation Board (GESB) • Successfully tendered to provide outsourced superannuation fund administration services to clients of Superpartners, a leading superannuation service provider. Included acquiring 100% of the shares in Superpartners at the same time • Acquired software provider Synchronised Software (Syncsoft) • Formed alliance with Russell Investments to deliver superannuation administration services • Invested in Property Exchange Australia (PEXA), a digital property documentation solutions provider • Acquired German-based registrar services GmbH from Deutsche Bank 2013 • Partnered with J.P. Morgan to deliver unit registry services in A&NZ • Acquired the Fund administration business of Aon in New Zealand • Acquired HCE Haubrok, a specialist provider of AGM services in Germany • Link Group listed on Australian Stock Exchange on 27 October 2015 2015 191 148 Operating EBITDA (A$m) 138 130 117 Today: Technology - enabled outsourced services provider FY2012 FY2013 FY2014 FY2015 FY2016 Over 35 business combinations in the last 10 years Over 85 superannuation fund migrations since 2008 Annual Report 2016 7 Operational and Financial Highlights Strong financial performance Exceeding Prospectus earnings forecast for FY2016 Superpartners integration Progressing ahead of Prospectus expectations Continuing to deliver on a defined growth strategy Investment in new products, geographic expansion & synergistic opportunities 8 Link Group – Connecting people & technology Key financial highlights Link Group exceeds FY2016 Prospectus earnings forecasts Revenue $776 million 3% above the FY2016 Prospectus Forecast EBITDA $191 million 5% above the FY2016 Prospectus Forecast Recurring revenue of $699 million 1% above the FY2016 Prospectus Forecast Statutory NPAT of $42 million Pro Forma NPATA before significant items $103 million 54% above the FY2016 Prospectus Forecast 8% above the FY2016 Prospectus Forecast Net debt of $262 million representing 1.37 times FY2016 Pro Forma Operating EBITDA Net operating Pro Forma Cashflow Conversion 102% 5% above the FY2016 Prospectus Forecast Dividend declared of 8.0cents per share* 7% above FY2016 Prospectus Forecast * Franked to 18.7% per share Pro Forma Operating EBITDA Margin 25% 1% above the FY2016 Prospectus Forecast Annual Report 2016 9 Managing Director's report This is the first annual report of Link Group since listing on the ASX on October 27, 2015. Link Group is a market leading global administrator of financial ownership data. Our origins are as an Australian Share Registry business within an accounting firm with a history going back 50 years. Link Group became a joint venture between ASX and Perpetual Ltd in 2000. In 2005, the Group was acquired by funds owned/managed by Pacific Equity Partners (PEP). This provided the Group with access to capital and has allowed us to grow both organically and by acquisition. In 2006, Link Group entered the superannuation administration market by acquiring Australian Administration Services (AAS). We also acquired the share ownership analytics provider Orient Capital in 2006 enabling us to provide additional services to listed clients. Technology is extremely important to Link Group, assisting us to provide competitive services to all of our clients. As a part of this, we are committed to spending between 3-5% of our annual revenues on capital expenditure. We have already rolled out some exciting innovations and have many others on the drawing board. We now operate 3 Divisions: • Fund Administration – servicing superannuation funds in Australia and New Zealand; • Corporate Markets – predominantly servicing listed Pro forma NPATA before significant items $103m 8% above the FY2016 Prospectus forecast Superpartners integration: We have now completed the migration and integration of seven of the eight Superpartners funds and we are already starting to see benefits from the integration. We are well on track to complete the migration of the final fund, AustralianSuper, by December 2016, six months ahead of the original timetable as outlined in the Prospectus. Acquisitions: Over the last 10 years, we have completed over 35 business combinations and we would regard our ability to purchase and integrate value accretive businesses as a core competence of the Link Group. companies in 11 countries; and Acquisitions during FY2016 included: • IDDS – providing core IT services to Link Group plus a series of value-added services for our clients including analytics and digital applications. • HCE Haubrok AG, a provider of ‘Day of AGM’ services and highly complementary to our existing corporate markets activities in Germany; and We operate in 11 countries with over 4,300 employees. Financial Position and Key Achievements in FY2016 Since 2002, Link Group has maintained an uninterrupted record of EBITDA growth year-on-year. Our balance sheet is strong, with net debt to EBITDA of 1.37 times giving us the resources (together with strong cash flows) to deploy significant capital when suitable business opportunities arise. We have been able to build a business with a very high proportion of recurring revenue – in excess of 90% of our gross revenue comes from renewable contracts of three years or longer. This allows us to take a medium to long term view particularly around technology. All key measures of financial performance improved over the year and exceeded the Prospectus forecasts, as follows: • Revenues of $776 million, up 32% on the prior year and 3% higher than Prospectus; • Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) of $191 million, up 29% on the prior year and 5% higher than Prospectus; and • Net Profit after Tax and after adding back tax effected acquired amortisation (NPATA) of $103 million, 8% higher than Prospectus. • Aon fund administration business in New Zealand – our first expansion offshore for the Fund Administration division. We are now extremely well-positioned in both New Zealand and Germany and we welcome the staff and management of both businesses to the Link Group and look forward to working together supporting and expanding further growth initiatives. Many business combination opportunities continue to emerge to deliver client, product or regional expansion. We do however remain committed to our highly disciplined approach as we explore those opportunities that add genuine value to the Link Group. People and culture Link Group relies on people who all believe that they can make a difference. Whilst technology is important to us, it is the capacity to innovate and to deliver as an entire organisation to our clients that is key. Our culture is an important contributor to this. Based on our five core values of respect, professionalism, teamwork, commitment and integrity, the Group’s inclusive and enabling culture allows people to contribute their ideas and energy, knowing there is a framework of supportive management and appropriate risk controls to help them do their job in competitive and tightly regulated markets. 10 Link Group – Connecting people & technology Link Group has over 4,300 extremely capable and skilful employees. Their ability to solve problems, deliver for clients, devise new ways of thinking and administer enormous volumes of data are highly valued by me and the rest of the executive team. We seek to align our remuneration incentives with shareholder value creation and return. We are equally committed to gender equity and a discrimination free workplace. We are very grateful for the efforts of all our employees, and I thank every one of them for their contribution during the year. Well positioned for future growth There are 5 drivers of future growth for Link Group: • further penetrate our existing markets by winning new clients and increasing revenue from existing clients; • create product and service innovations and use our technology expertise to strengthen our competitive advantage; • pursue expansion through alliances and acquisitions in our existing markets; • realise the synergies expected from integration of the Superpartners business; and • pursue opportunities in attractive markets adjacent to those in which we now operate. As a global company with a strong balance sheet, high-value IT systems and a continued focus on technology, we are well positioned to deliver on our growth plan. I have been very pleased with the Superpartners integration to date and also equally pleased with the ability of the business to remain focused during this transformational year for Link Group. There will always be challenges, but our people, our investment and our fiscal strength has created good momentum for the years ahead. I look forward to reporting back to you on our progress. John McMurtrie Managing Director Annual Report 2016 11 Superpartners transition The Superpartners transaction was transformational for Link Group, with an immediate and significant uplift in revenue from 1 January 2015, providing a substantial synergy opportunity as the integration is executed. The integration of Superpartners underpins the medium term earnings growth of Link Group. Prior to the transaction, Link Group already had a long history of migrating clients and integrating business, completing over 80 fund migrations and successfully integrating over 35 business combinations. Our internal technical expertise is complemented by open communication and a strong sense of respect for all stakeholders. Risk is managed through a mature risk framework. At the beginning of this year, the group had only just started down the path to integrate the Superpartners business. Through the dedication and teamwork of our people, our clients and other business partners, we are very proud of the results achieved thus far. The Superpartners integration is tracking ahead of original expectations and remains within budget. This achievement is substantial and is a strong reflection of the cultural success achieved thus far in harmonising the business, its employees, clients and other stakeholders. The financial benefits of the integration for Link Group are beginning to take shape through a noticeable improvement in the Operating EBITDA margin. Integration efforts implemented this year will undoubtedly reflect further rises in earnings as the full year benefit is obtained in the following financial years. Assuming no further and similar acquisitions or business combinations, Operating EBITDA margins are expected to progressively trend back to levels similar to that achieved in pro forma FY2014 (see chart on page 13). All client migrations are expected to be completed by 31 December 2016. This will represent a significant milestone, de-risking the integration program substantially. The final migration will usher in the next significant phase in the integration, being the retirement of legacy systems and post migration operational efficiencies. Key milestones Head office • Rationalisation of head office complete Migrations • MTAA Super, HESTA, AustSafe Super, Hostplus, Cbus, Ausfund and IRIS migrations complete • On track for all migration to be completed prior to 31 December 2016 Consolidation & operational efficiency • Migrated to a single managed services platform • Sydney based Superpartners staff relocated to Link Group premises • Completed the fitout of a new Melbourne site to consolidate 3 existing Melbourne premises. Staff relocation commenced end of August 2016 12 Link Group – Connecting people & technology 2H FY2015 1H FY2016 2H FY2016 1H FY2017 2H FY2017 FY2018 FY2019 Head office Migrations Operational efficiencies Retirement of legacy systems Post-migration operational efficiencies Vendor consolidation Completed To be realised The retirement of legacy systems involves the archiving of historic data not already migrated, followed by the retirement of the applications resulting in significant reduction of corresponding licence fees, data storage and labour support costs. Post migration operational efficiencies are expected to deliver material synergies through the rationalisation of business process functions coupled with the benefits of increased operating leverage and economies of scale. Whilst the economies of scale are apparent in the day-to- day operations, scale also brings an enhanced ability to attach greater product enhancement to the core platform and support of client initiatives. Clients will benefit from the additional leverage within our scaled infrastructure and our ability to drive enhanced functionality for the benefit of trustees, employers and members. The financial benefits of the integration for Link Group are beginning to take shape through a noticeable improvement in the Operating EBITDA margin. Fund Administration and IDDS Operating EBITDA margin i % s n g r a m A D T B E g n i t a r e p O I 45% 40% 35% 30% 25% 20% 15% 41% 36% 25% Link Group Fund Administration IDDS 35% 34% 24% Margins expected to progessively trend back to levels similar to those achieved in pro forma FY2014 25% 23% 17% 25% 21% 17% FY2013 FY2014 FY2015 FY2016 Annual Report 2016 13 People & Culture Link Group strives to be highly professional, collaborative and innovative, where the growth of our business and our people is paramount. We have over 4,300 employees spread across our operations in Australia, New Zealand, Hong Kong, Manila, Papua New Guinea, India, Dubai, South Africa, UK, Germany and France. Central to everything we do at Link Group are our core values of respect, professionalism, teamwork, commitment and integrity. Investing in our people A critical factor in our success is our commitment to our people. Our processes to attract, retain and develop their knowledge, skills and customer dedication are vital to Link Group’s success. In the past year alone, approximately 73,533 training events occurred, equating to 139,344 training hours invested in learning and development. Additionally one in ten people experienced development through promotion, transfer, secondment or acting in higher duty roles. Many of these involved transfers between teams or business units, further enhancing teamwork and cross functional collaboration within Link Group. Since 2010, Link Group has invested heavily in our Customer First training, a tailored in-house program that focuses on empowering employees to learn from their own experiences and expectations to deliver great service. The program is continually enhanced as customer needs evolve and with the introduction of new technology as well as changes to legislation. With over 3,000 employees attending the training to date, the program encourages everyone at Link Group to work together, to put their customer first and to contribute to their own success. It also extends to supporting employees attaining recognised qualifications in Financial Services (Superannuation), Insurance & Retirement Income Streams. The program and qualifications support Link Group employees to have the confidence and skills to interact with our customers professionally by understanding industry terminology, the regulatory environment, legislation and product types more thoroughly. 14 Link Group – Connecting people & technology Working environment In May 2015, we announced our intent to relocate all of our Melbourne based operations into a single new building at Collins Square. The relocation, which is due to complete by December 2016, will bring together employees from our three Melbourne offices, aiming to mirror the success of our Sydney technology and service hub at Rhodes. Link Group is proud to offer our employees the opportunity to work in a new, state-of-the-art complex which will include LinkLabs – our space for collaboration, ideation and technology innovation. The custom designed floors and open working environment will better connect our people with technology and with each other. An inclusive and diverse workforce Link Group actively encourages an inclusive and diverse workforce with a mix of gender, race, age, nationality and sexual orientation. We believe in a culture of hiring and promotion that is founded on merit-based criteria such as experience, ability and the contribution a person can make to Link Group. Gender diversity In line with the Australian Workplace Gender Equality Act 2012, Link Group has produced and lodged its annual compliance report with the Australian Workplace Gender Equality Agency (WGEA). The report measures our progress against current gender equality standards. Link Group’s current gender balance in Australia for both managers and non-managers is 55% females and 45% males. Link Group senior leaders are comprised of 27% women, followed by 51% in managerial roles, and 56% in non-managerial roles. At board level, currently three out of six Board members are women. A copy of Link Group’s public WGEA report can be found at https://www.wgea.gov.au/report/public-reports. 139,344 training hours invested in learning and development Our community Link Group supports a number of charity initiatives through a combination of direct cash donations, a charitable giving program for employees (matched by Link Group for specific events) and paid leave for employees to volunteer at a charity of their choice. Link Group strongly encourages employee participation in charitable giving as it allows our people to support initiatives that resonate with them and make a difference to the community. In FY2016, Link Group and its employees contributed over $300,000 to charitable organisations, specific charities and initiatives. Those supported include: • Mother’s Day Classic – Link Group was National Gold Sponsor of the annual fun walk/run organised by Women in Super. Link Group was the second highest fundraiser nationwide with $23,684 raised; • Melbourne Classic Cycling Challenge “Around the Bay” – over $14,910 raised for the Smith Family; • Daystar Foundation; • Ardoch Youth Foundation; • Ronald McDonald House; • Australia’s Biggest Morning Tea; and • Salvation Army BBQs and Christmas Appeal. Annual Report 2016 15 Innovation Link Group’s innovation culture is the product of a long-term investment in support of value creation. Within Link Group, ‘innovation’ means staying at the forefront of the industry by harnessing technologies that deliver enhanced value – for clients, employees and shareholders. Innovation and value creation can be expressed in a host of different ways, from efficiency initiatives in the process chain to new products and services designed to increase client retention and loyalty. Our innovation activities span from continuous investments in our core platforms, to bringing to market new value-added products or services, through to process improvements, with the ultimate aim being either the generation of revenue, reductions in operating costs, continued client loyalty or effective risk management. One of the key initiatives we are focused on is the replacement of manual processes with technology innovations to provide greater security and accuracy in our processes, be it the capture of data, the execution of a particular process or action on behalf of a fund, member, institution or shareholder. As a key enabler for Link Group, our focus on innovation is paramount. However we also pay equal importance to the role that technology plays in our organisation’s strategic vision and the practical realisation of that in our day-to-day operations. The importance of this aspect of our business cannot be understated and is embedded throughout the organisation. Demonstrating a commitment from the top down, Link Group’s strategy and objectives as set by the Board are structured to encourage innovation. Further cementing the importance of this, the Board has established a dedicated Technology and Innovation sub- committee. This committee is focused on: • providing a forum to discuss, review and demonstrate key technology changes and trends in the market and their potential application within the business; • ensuring Link Group’s technology strategy is aligned to its overall strategy and objectives; and • monitoring and reviewing management’s strategies and innovation framework for developing or implementing new technologies and systems. 16 Link Group – Connecting people & technology Link Group devotes more than $100m per annum to technology (opex + capex) Technology is at the core of our ability to develop a full suite of leading-edge products and services designed to support our clients in their mission to achieve friction-free, paperless acquisition and on-boarding solutions, as well as increasing retention and engagement of their own clients. As Link Group has grown over the years, we have always focused on expansion plans and technology partners that further develop the core skill sets within Link Group in order to offer a full breadth of products and services including digital, mobile and data solutions. This allows us to cross develop turn-key solutions across multiple areas of the business, demonstrating our ability to step out into ancillary industries and adapt existing know-how to create innovative solutions. Ultimately we see innovation as underpinned by the deep collective understanding and commitment of our staff and their creativity – seeking out best-practice technology and out-of-the-box problem solving. Our people are encouraged to constantly seek out new ways, better processes, and are supported by an extensive training program to deepen their knowledge and understanding. Technology is at the core of our ability to develop a full suite of leading-edge products and services designed to support our clients in their mission to achieve friction-free, paperless acquisition and on-boarding solutions, as well as increasing retention and engagement of their own clients. We also connect with industry bodies, with many of our executives, senior staff and subject matter experts leading the discussions on topical industry issues relating to technology. Additionally, we have developed deep, long-term relationships with our clients and regularly host forums designed to encourage collective collaboration. These forums not only provide rich insights into how Link Group can deliver further value into the future, but continue to promote the strong relationships with our clients. Link Group is a market leading administrator of financial ownership data. Our innovation culture combined with our scale, infrastructure and investment in technology are key enablers for Link Group. This business has demonstrated the significant benefit that a culture focused on creating value can deliver. As it has in the past, these factors continue to represent a rich source of opportunity for the business moving forward. Annual Report 2016 17 Corporate responsibility & sustainability Link Group seeks to identify, understand and manage the risks arising from globalisation, technology, changing business environments and also capture the opportunities they create. We have widened the scope of our sustainability reporting, which this year includes five territories – Australia, New Zealand, UK, Germany and Hong Kong. We continue to deepen our understanding of our material risks and engage further with our stakeholders. We have also started work on bringing our supply chain into the process. We work hard to attract and keep talented people by: • promoting diversity and equality of opportunity; • providing a great work environment and employee benefits; and • maintaining excellent employee relations. Focusing on the sustainability risks we face will help Link Group evolve, grow and respond to the changing business world and identify areas where we can make a real difference. This is a summary report and omits some disclosures which are included in the full Sustainabilty Report on our website. Promoting diversity and equal opportunity We promote diversity of gender, race, nationality, religion and sexual orientation, with strict policies to ensure that people in all offices are hired and promoted solely on merit, and to address discrimination at any level. We make every effort to fill roles internally before hiring externally. The full report is available on our website at www.linkgroup.com/about-us.html, go to ‘Sustainability.’ Our People With employees fundamental to our business success, we have, over many years, built an outstanding team of highly experienced and motivated people, delivering the best possible service to our clients, as well as their members, investors and employers. We provide training and development and a great working environment so our employees can achieve the highest levels of performance, progress their own careers, feel engaged, build their teams’ expertise and feel satisfied and rewarded at work. In the five territories, we employ 3,880 full-time equivalent (FTE) employees, working out of 20 offices and generating around 97.5% of Link Group revenue. Gender breakdown by employee type: A gender breakdown helps us to identify and address any imbalance in male/female participation. At the date of this report, Link Group’s Board is represented by three female Directors and three male Directors. Link Group is committed to increasing female participation at all levels of management, in line with the targets set below and the Board's Human Resources and Remuneration Committee Charter. Equal pay: Link Group is committed to pay equity and believes +5 to -5% is a tolerable pay gap range, due to fluctuations that can occur in running a business. In Australia, we achieved +2 to -5% pay gap in 2016. Our overseas entities do not conform easily to the Australian pay gap model due to the size and scale of their operations. Targets for FY2019 (Australia only) Targets for male and female participation rates: Senior executives Senior leaders Senior technical specialists Line managers Administrative employees 28% 42% 33% 45% 37% (FY2016: 25%) (FY2016: 38%) (FY2016: 30%) (FY2016: 43%) (FY2016: 35%) 18 Link Group – Connecting people & technology Workforce overview Of the total 3,880 FTE employees in the five territories: Gender 52% 48% Under 30yrs Age 18% 28% 45yrs and over 30-44yrs 54% Breakdown of (FTE) employees by position type and gender: • Employee type: permanent 89%; three categories (fixed term, casual, parental leave) 8%; temporary and contractor (not directly employed by Link Group) 3% • Link Group contract type by gender: women made up 54% of permanent employees; 48% of fixed term employees; 44% of casuals; 75% of temporary employees and 24% of contractors • Senior roles: women hold 25% of senior executive and 38% of senior leader positions Providing a great work environment and benefits We strongly encourage our people to develop new skills, improve work practices and build their careers, by providing the following: Training and development: Link Group provides training suited to individual needs and requirements, from induction and compliance training for new starters to management training for senior managers. Training and development performance in FY2016 • Formal training per employee: 24.6 hours (estimated) Parental leave – participation and return to work: We encourage employees – male and female – to take parental leave and do everything we can to facilitate their return to work afterwards, whilst striking the right balance between the needs of both the employee and the business. Parental leave performance in FY20161 • Employees eligible for parental leave: 3,538 • Took parental leave: 239 female, 11 male • Returned to work afterwards: 208 female, 8 male • Rate of return to work: 87% females, 73% male Our Environment Link largely produces intangible products and services, requiring limited use of natural resources, so environmental risks are less significant than for materials-based companies: • we operate from leased city centre offices, owned and managed by institutional landlords; • most work is technology-based, with little use of physical resources; and • our major known environmental impacts are office energy emissions, transport emissions, mainly from air travel, and consumption of paper. Nevertheless, we take our environmental responsibilities seriously and, whilst this is only our second year of reporting, we are reviewing other potential environmental risks to determine what else may be material to our business and what we can do to improve our environmental performance and reporting. Energy use: The key type of energy we consume in our offices is grid electricity. We have not separated out energy used for heating and cooling. During the second half of 2016 we will consolidate our three Melbourne offices into Collins Square, our new Melbourne headquarters, which has a 5-star NABERS energy rating. As existing leases come to an end we intend to take more space in recognisably- sustainable buildings. For example, our New Zealand subsidiary, Link Market Services, recently moved into Deloitte House in Auckland, New Zealand’s first 5-star Green Star design rated high-rise tower. Office emissions, five territories, FY2016 Energy used and emissions from energy consumed in our facilities across the five territories are shown below: Energy consumed Emissions 6,275,866 kW-h CO²e 6,360 tonnes of CO²e Air travel: Our major impact from air travel is emissions from employee flights on commercial airlines. Other air travel impacts, such as energy use, waste, spills and noise, are low impact and outside our control. We have not to date purchased emissions offsets on flights taken. Air travel in FY2016 • Total distance flown: 9.138 million km • Emissions released: 2,579 tonnes of CO e ² 1. In the five territories only Annual Report 2016 19 Corporate responsibility & sustainability (continued) Total emissions: The key types of energy we consumed in our offices were electricity and some gas (a minimal amount). We do not sell any energy. • volunteering: employees, are entitled to one day of leave per year to attend a Link Group organised charitable activity or to support a charity of the employee’s choice; • employee fundraising; • corporate donations: cash donations, sponsorship, in- kind donations or branded merchandise; and • a number of other activities that do not fall into any of the above categories. Total contributions during FY2016 • Initiatives directly involving employees: $51,823 • Employee hours spent on charitable work: 487.5 hrs • Direct Link Group donations: $306,125 A full list of beneficiaries and further explanations are provided on page 9 of the full Sustainability Report. Our Governance Link Group has put in place a strong governance and management framework. Many of the risks faced by Link Group have the potential to expose us to significant reputational and financial damage if not managed appropriately. There is also a legal and regulatory framework, incorporating the ASX Listing Rules and ASX Corporate Governance Council’s Principles and Recommendations, which require us to address these risks and report progress. Finally there is an ever-increasing expectation by society that we will strive for the highest standards of corporate governance. A Corporate Governance Statement has been prepared to report against the 3rd edition of the ASX Corporate Governance Council’s Principles and Recommendations and the practices detailed in the Corporate Governance statement are current as at 29 September 2016. The Corporate Governance Statement has been approved by the Board and is available on the Link Group website at (http://www.linkgroup.com/about-us. html#corporategovernance). Governance bodies The Board of Directors oversees the management of Link Group and is responsible for its overall governance, including establishing and monitoring key performance goals. The Board monitors the operational and financial position, and performance, and oversees the development and execution of the business strategy. This includes approving strategic goals and monitoring and approving the annual business plan and budget. The Board is committed to maximising performance, generating appropriate levels of shareholder value and financial return and sustaining the growth and success of Link Group, for the benefit of all stakeholders. Total emissions In FY2016, our total emissions from office energy use and air travel out of the five territories were 8,939 tonnes of CO equivalent (CO ² Report for definition e). See Glossary in full Sustainability ² Paper, cardboard, plastics: We use paper for mailings (statements, letters, offer documents, reports etc) to fund members and investors, plus envelopes and a little plastic. We encourage investors and fund members to move to electronic communications (email and the internet). We will continue to drive down paper consumption, use more recycled and carbon neutral paper for mailings, reduce paper use in our offices, increase our own paper recycling and continue to review progress to see what more we can do. Total paper, cardboard and plastics used in five territories during FY2016 • Paper consumed (external and internal), including envelopes: 563.7 tonnes • Paper and cardboard recycled by Link Group: 129.3 tonnes (items received in our mailrooms from investors and fund members, scanned then sent for recycling) • Cardboard consumed: 1.2 tonnes We used three types of plastic (all from non-renewable sources): • Polymer film: 1.5 tonnes • Biaxially-oriented polypropylene (BOPP): 0.4 tonnes • Rigid PVC: 8.4 tonnes Other materials: In future years we plan to report on: • our disposal of end-of-life IT hardware; and • non-paper personal waste (recycled waste, organic waste and landfill) generated in our offices. Our Community In Australia, Link Group contributes to a range of activities to support our people, environment and community, with a focus on health, education, disadvantage (both physical and economic), the environment and cultural inclusiveness. Executives champion initiatives and employees are also encouraged to introduce programs that are in alignment with current focus areas. In addition, we assist with disaster relief and as a company encourage engagement and participation in programs through a number activities: • workplace giving: through payroll and as part of the One Million Donors initiative; 20 Link Group – Connecting people & technology The Board seeks to ensure that Link Group is properly managed and that Directors, officers and employees operate in an appropriate corporate governance environment. The Board has adopted a framework for managing Link Group which includes internal controls, risk management processes and corporate governance policies designed to promote Link Group’s responsible management and conduct. Separate Board Committees for Human Resources and Remuneration; Risk and Audit; Nomination; and Technology and Innovation provide the Board with detailed oversight of key business risks. To promote the long term future of Link Group, the Board has established an over-arching sustainability framework: • a Board-approved Sustainability Statement is available on the website; • a ‘Framework for a Sustainable Business’ is currently in preparation, to formalise in one document the policies and management structures and processes put in place to manage the greatest risks to our long term success. This document is expected to be made publicly available during FY2017; and • the annual Sustainability Report identifies key sustainability issues and details how we have performed on each. Risk management Effective risk management is crucial for a data management service provider like Link Group. Our risk management approach comprises a range of comprehensive policies, backed up by a detailed management framework. The policies and framework are regularly reviewed to ensure relevance and currency. As a services business, we believe that the risk of our products being detrimental to people or the environment is very low. In addition to our controls, we take out adequate insurance for any residual risk. Core risks: Of the many risks we monitor, assess and manage, a number are regarded as core risks. How these are managed is explained in more detail in the Corporate Governance Statement and the Operational and Financial Report section of the Annual report, both of which are available on our website. The core risks are: • reliance on effective performance of core and third party IT infrastructure; • risk to security and integrity of sensitive information; • concentrated client base and contract renewal; • political and regulatory environment; • ability to attract and retain key personnel; • integration of acquired businesses and execution of new acquisitions; and we have detailed Business Continuity and Disaster Recovery Plans. Both are reviewed and tested at least annually. Our Business Continuity Management approach defines, in detail, critical systems, activities, processes, people and timetables, as well as alternative work locations and contacts. Although the impact of an incident depends on the systems or infrastructure affected, we expect that under almost all likely scenarios we are able to resume operations from alternative locations within contractually required and agreed timeframes. Privacy and security: Member and investor security is critical and we make stringent efforts to preserve it, with strict policies and procedures, limited access, full compliance training and testing of all employees, and potential disciplinary action for policy breaches. Privacy policies are equally strict. All staff receive regular training on their obligations under the Privacy Act 1988 (Cth) and Corporations Law, with processes to promote compliance. Privacy-related complaints during FY2016 • Complaints substantiated (Australia): 33 • Complaints (other four territories): nil Information management security: During FY2015 Link Group gained ISO 27001 accreditation for its information security management systems. The global standard for information security, this recognises our best practice approach to managing and protecting sensitive information, including records held and administered on behalf of over 10 million superannuation account holders and more than 25 million shareholders. Policies and procedures: In addition to robust and efficient processes and systems, we have strict rules and policies to ensure that all employees, at every level of the organisation, do the right thing by our clients and their investors or members, as well as other employees, regulators, suppliers and everyone else they work with. Potential employees are subject to police check and screening appropriate to their role. All new and existing employees must understand and comply with a range of policies and procedures and undertake regular training appropriate to their role, using automated online training modules. New employees do the training when they start. No one is exempt. Ethics: For the five territories covered by this year’s report, ethical issues such as bribery, corruption and fraud are perceived to be of limited risk to Link Group. We continue to apply risk management frameworks to prevent or mitigate any such risk. • increased competition. Non-compliance and corruption during FY2016 Business Continuity and Disaster Recovery: Due to the nature of our business, Link Group is heavily dependent on systems and processes, and we work hard to provide uninterrupted service to clients and end users under even the most challenging of circumstances. To protect us, and our clients, fund members and investors from major disruption, • No Link Group entity faced/suffered criminal or civil sanctions for non-compliance • We are not aware of any significant corruption risk in any of the five countries • There were no confirmed incidents of corruption of any sort Annual Report 2016 21 Annual Financial Report Link Administration Holdings Limited and its controlled entities 30 June 2016 22 Link Group – Connecting people & technology Contents Section 1 – Directors’ Report Directors and Company Secretary Senior executives Principal Activities Dividends Operating and Financial Review Remuneration Report Other Information Auditor’s Independence Declaration Section 2 – 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 Section 3 – Notes to the Financial Statements Preparation of this Report General information Basis of preparation Operating Results Operating segments Earnings per share Taxation Operating Assets and Liabilities Trade and other receivables Other assets Trade and other payables Provisions Employee benefits Plant and Equipment Intangible assets Notes to the statement of cash flows 24 27 28 28 28 47 54 56 57 59 60 62 63 63 65 67 68 70 70 70 70 71 72 73 75 Capital Structure, Financing and Risk Management Interest-bearing loans and borrowings Finance costs Contingent liabilities Derivative financial instruments Investments Financial risk management Contributed equity Reserves Retained earnings / (accumulated losses) Group Structure Business combinations Parent entity disclosures Controlled entities Related parties Other disclosures Auditor’s remuneration Commitments Subsequent events Section 4 – Accounting Policy Notes to the Financial Statements Significant accounting policies Section 5 – Directors’ Declaration Section 6 – Independent Auditor’s Report 76 77 77 77 78 78 83 84 85 86 87 88 89 90 90 90 91 98 99 Annual Report 2016 23 1. Directors’ Report Directors and Company Secretary The Directors present their report together with the consolidated financial statements of Link Group, being Link Administration Holdings Limited (“the Company”) and its Controlled Entities, for the year ended 30 June 2016 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: Director Experience and background – Michael Carapiet was appointed as a Director and Chairman of the Company in 2015. – Mr Carapiet is Chairperson of Insurance & Care NSW and was previously Chair of SAS Trustee Corporation, the trustee entity for NSW State Super. – Mr Carapiet is the Chairman of Smartgroup Corporation Limited and Adexum Capital Limited and was previously a Director of Southern Cross Media Limited. – Mr Carapiet currently serves on or has previously served on the following Commonwealth Government boards: Infrastructure Australia (current), Clean Energy Finance Corporation (former) and Export Finance Insurance Corporation (former). – Mr Carapiet has over 30 years of experience in banking and financial services. – Mr Carapiet holds a Master of Business Administration from Macquarie University, Sydney. – John McMurtrie joined Link Group in 2002 as Managing Director. – Previous senior appointments include Executive General Manager of ASX’s Investors and Companies division and Chief Executive Officer of UBS Australia. – Mr McMurtrie has more than 35 years of experience in the financial services industry. – Mr McMurtrie holds a Master of Economics and Bachelor of Economics (Hons) from the University of Adelaide. – Cameron Blanks was appointed as a Director of the Company in 2006 as a nominee of the PEP Shareholders. – Mr Blanks is a Managing Director at PEP, having joined the firm in 2002. – Mr Blanks has previously held roles at Bain & Company and in the mining and construction industry in both Australia and North America. – Mr Blanks received a Master of Business Administration from Massachusetts Institute of Technology’s Sloan School, as well as a Masters of Engineering and Bachelor of Engineering from the University of South Australia. Michael Carapiet Independent Chairman and Non-Executive Director Appointed 26 June 2015 John McMurtrie Executive Director and Managing Director Appointed 16 February 2007 Cameron Blanks Non-Executive Director and Nominee Director of the PEP Shareholders1 Appointed 17 August 2006 – Glen Boreham was appointed a Non-Executive Director of the Company in 2015. – Mr Boreham is a Director of Cochlear Limited and Southern Cross Media Group. He is also the Chairman of Advance, an organisation that connects and supports Australian business and the global Australian community, and the Chairman of the Industry Advisory Board for the University of Technology, Sydney. – Mr Boreham was previously the Managing Director of IBM Australia and New Zealand, Chair of Screen Australia, Deputy Chairman of the Australian Information Industry Association, Director of the Australian Chamber Orchestra, and a Director of Data#3 Limited. – Mr Boreham was awarded a Member of the Order of Australia in January 2012 for services to business and the arts. – Mr Boreham holds a Bachelor of Economics from The University of Sydney. Glen Boreham, AM Independent Non- Executive Director Appointed 23 September 2015 1. Defined in Appendix 1 to the Operating and Financial Review, which forms part of the Directors’ report. 24 Link Group – Connecting people & technology 1. Directors’ Report (continued) Directors and Company Secretary (continued) Director Experience and background – Paul McCullagh was appointed as a Director of the Company in 2006 as a nominee of the PEP Shareholders. – Mr McCullagh is a founder of PEP and member of the firm’s Operating Committee. – Previous roles include Managing Director of Salomon Brothers Australia and Head of Australasia at Prudential Securities. – Mr McCullagh has 35 years of corporate finance experience in the United States, Asia and Australasia. – Mr McCullagh is a Fellow of the Institute of Chartered Accountants in Ireland and a member of the Institute of Chartered Accountants in Australia. – Mr McCullagh holds a Bachelor of Commerce and Master of Business Studies from the University College, Dublin. – Sally Pitkin was appointed a Non-Executive Director of the Company in 2015. – Dr Pitkin has 20 years’ experience as a Director and board member across a wide range of industries in both private and public sectors, including in technology, retail, advanced manufacturing, professional services, regulated services and commercialisation of intellectual property. – Non-Executive Director of ASX listed Star Entertainment Group Limited, Super Retail Group Limited and IPH Limited. – Non-Executive Director of the Australian Institute of Company Directors, President of the Queensland Division and Fellow of the Institute, and a member of the External Advisory Board of the Australian Securities & Investments Commission. – Dr Pitkin holds a PhD in Governance from The University of Queensland, and a Master and Bachelor of Laws from the Queensland University of Technology. – Formerly a senior corporate partner at Clayton Utz. – Previously a Non-Executive Director of Aristocrat Leisure Limited and Billabong International Limited. – Fiona Trafford-Walker was appointed a Non-Executive Director of the Company in 2015. – Ms Trafford-Walker is the Director of Consulting and Chair of the Investment Committee at Frontier Advisors. – Ms Trafford-Walker was the inaugural Managing Director at Frontier Advisors and played a critical role in growing the firm. – Ms Trafford-Walker has 23 years of experience in advising institutional investors on investment and governance-related issues. – Ms Trafford-Walker holds a Master of Finance from RMIT University and a Bachelor of Economics (Honours) from James Cook University, and was awarded a University Medal on completion of her degree. – Anne McDonald was appointed as a Non-Executive Director of the Company in July 2016. – Previously Ms McDonald was a partner of Ernst & Young for 15 years and has over 35 years of business experience in finance, accounting, auditing risk management and governance. – Ms McDonald is a Non-Executive Director of Spark Infrastructure Group and Speciality Fashion Group and is the Chair of Water New South Wales. – Ms McDonald is a Chartered Accountant, a graduate of the Australian Institute of Company Directors and holds a Bachelor of Economics from the University of Sydney. – Ms McDonald was previously a Director of GPT. Paul McCullagh Non-Executive Director and Nominee Director of the PEP Shareholders2 Appointed 28 July 2006 Sally Pitkin Independent Non-Executive Director Appointed 23 September 2015 Fiona Trafford-Walker Independent Non-Executive Director Appointed 23 September 2015 Anne McDonald Independent Non-Executive Director Appointed 15 July 2016 2. Defined in Appendix 1 to the Operating and Financial Review, which forms part of the Directors’ report. Annual Financial Report 2016 25 1. Directors’ Report (continued) Directors and Company Secretary (continued) The Directors that resigned during the financial year were: R Shelswell Non-Executive Director J M Tasker Non-Executive Director J Haines Non-Executive Director – 19 years of financial services and technology industry experience, BSc, BSc(Hons), MBA, GAICD. – Appointed 12 December 2013. – Resigned 23 September 2015. – 30 years experience in the financial services industry, MA(Cantab). – Appointed 12 December 2013. – Resigned 23 September 2015. – 15 years of experience in management consulting and principal investing, BA, HBA. – Appointed 12 December 2013. – Resigned 23 September 2015. Company Secretary John Hawkins (Link Group Chief Financial Officer) was appointed as the Company Secretary on 23 September 2015. Paul McCullagh resigned as the Company Secretary on 23 September 2015. Directors’ Meetings The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year are: Board meetings Risk and Audit committee H 19 19 19 12 19 12 12 - 7 7 7 A 17 19 17 12 17 11 11 - 6 7 - H 4 - - - 4 4 4 - - - - A 4 - - - 3 4 4 - - - - Human Resources and Remuneration committee Nomination committee Technology and Innovation committee H A H A H A 3 - - 3 - 3 - - - - - 3 - - 3 - 3 - - - - - 1 1 1 1 1 1 1 - - - - 1 1 1 1 - 1 1 - - - - 1 - - 1 - - 1 - - - - 1 - - 1 - - 1 - - - - M Carapiet J McMurtrie C Blanks G Boreham P McCullagh S Pitkin F Trafford-Walker A McDonald R Shelswell J Tasker J Haines H: number of meetings held during the period in which the Director was eligible to attend. A: number of meetings attended by the Director. 26 Link Group – Connecting people & technology 1. Directors’ Report (continued) Senior executives Senior executives The Senior executives of the Company at any time during or since the end of the financial year are: Executive Experience and background See Directors section for more detail. John McMurtrie Executive Director and Managing Director John Hawkins Chief Financial Officer Suzanne Holden Chief Executive Officer, Fund Administration – John Hawkins joined Link Group as Chief Financial Officer in 2001. – Mr Hawkins has extensive commercial, accounting and finance experience from various roles with Optus, Perpetual and KPMG (Australia and the United Kingdom). – Mr Hawkins has over 30 years professional experience, with over 15 years in financial services. – Mr Hawkins is a member of the Institute of Chartered Accountants in Australia. – Mr Hawkins holds a Bachelor of Science (Computer Science) and a Bachelor of Commerce from The University of Queensland. – Suzanne Holden joined Link Group in 2010 and has held her present role since 1 January 2015. – Prior to joining Link Group, Ms Holden gained extensive experience managing large operational and customer service teams, most recently as the General Manager of Airport Operations for Qantas, where she was responsible for all operation, compliance and service performance across Australia. – Ms Holden has 25 years of management experience. – Ms Holden holds a joint Honours degree in Mathematics and Drama from Surrey University and is a graduate of the Australian Institute of Company Directors. – Ms Holden is also a Director of the Association of Superannuation Funds of Australia. – David Geddes was appointed Chief Executive Officer of Corporate Markets in 2014. – Mr Geddes joined Link Group in 2006 when Orient Capital was acquired by Link Group from ASX Limited. – Mr Geddes has more than 30 years financial market experience and a deep understanding of the corporate markets industry, having founded Orient Capital in the 1980s. – Mr Geddes holds a Bachelor of Science (Hons) in Geography and Geology from the University of Bristol. David Geddes Chief Executive Officer, Corporate Markets – Paul Gardiner was appointed the Chief Executive Officer of IDDS in 2015. – Mr Gardiner joined Link Group in 2006 when Orient Capital, which he joined in 2001, was acquired by Link Group from ASX Limited. – Mr Gardiner has over 15 years of experience in operations, data analytics and digital technology. – Mr Gardiner holds a Bachelor of Commerce and a Higher Diploma in Marketing Practice from the National University of Ireland, Galway. – Mr Gardiner holds a Masters of Business Studies (Management Information Systems) from University College, Dublin. Paul Gardiner Chief Executive Officer, Information, Digital and Data Services (IDDS) Annual Financial Report 2016 27 1. Directors’ Report (continued) Principal Activities - Operating and Financial Review Principal Activities The principal activity of Link Group during the course of the financial year was that of a technology-enabled provider of outsourced administration services for superannuation fund administration, corporate markets and related value added services including data management analytics, digital communication and stake-holder education and advice. There were no significant changes in the nature of the activities of Link Group during the year. Dividends Dividends declared or paid by the Company during or since the end of the financial year were $28,783,786, which equates to 8.0 cents per share, franked to 18.7% (2015: $nil). Review of Operations The net profit of Link Group for the financial year was $42.5 million (2015: $3.3 million). The net profit was impacted by $22.0 million of costs relating to the Initial Public Offering (IPO). Total Operating EBITDA, which excludes certain significant items for the financial year ended 30 June 2016 was $190.6 million (2015: $150.5 million). A reconciliation of Operating EBITDA to the net profit of Link Group is included in Note 3 to the financial statements and further explanation of the results is included in the Operating and Financial Review section within this report. Operating and Financial Review Introduction The Directors are pleased to present the first Operating and Financial Review (“OFR”) for Link Group since it listed on the ASX in October 2015. This OFR is designed to assist shareholders’ understanding of Link Group’s business performance and the factors underlying its results and financial position. It complements the financial disclosures in the Annual Financial Report. All financial amounts contained in this OFR are expressed in Australian dollars and rounded to the nearest $0.1 million unless otherwise stated. Some numerical figures included have been subject to rounding adjustments. Any discrepancies between totals and sums of components in figures or tables contained in this OFR are due to rounding. Consistent with the Prospectus, the OFR uses certain measures to manage and report on the Link Group business that are not recognised under Australian Accounting Standards or IFRS, collectively referred to as “non-IFRS financial measures”. These non- IFRS financial measures, summarised in Appendix 1 to this OFR, have the same definitions and are prepared on the same basis as set out in the Prospectus. The OFR covers the period from 1 July 2015 to 30 June 2016 (“FY2016”), including the comparative prior year and FY2016 forecast as set out in the Link Group IPO Prospectus dated 30 September 2015. A full reconciliation of the adjustments made to the statutory results is disclosed in more detail in section 2.2 below. Given the change in Link Group’s capital structure post-IPO and the extent of Significant items and Pro forma adjustments in the statutory results, the Directors believe it assists the readers’ understanding of performance to compare year on year results on a pro forma basis1 before Significant items. Therefore unless otherwise stated, all of the analysis below is presented on a pro forma basis before Significant items, with a reconciliation back to statutory results in section 2.2 below. 1. Pro forma results referred to throughout this OFR exclude the Offer transaction costs in FY2016 and in FY2015 exclude the settlement of legal claims, an employee liability adjustment and includes incremental public company costs. Refer to section 2.7 for more details. 28 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) 1. Growth Strategy Link Group has had a long history of strong and consistent growth in both revenue and Operating EBITDA across multiple economic cycles. As illustrated in table 1 below, Link Group has achieved uninterrupted Operating EBITDA growth since FY2002, with a Compound Annual Growth Rate (“CAGR”) of 25% between FY2002 and FY2016. Additionally, Link Group has shown strong revenue growth with a CAGR of 23% between FY2002 and FY2016. Table 1: Link Group Operating EBITDA and Operating EBITDA margins (FY2002-2016) Link Group Operating EBITDA and margin 34% 35% 36% 36% 28% 29% 28% 31% 24% 25% 130 191 34% 138 148 117 104 25% 25% 20% 89 94 24% 67 56 9 12 15 16 18 FY 2002 FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 1.1.1 Overview of growth strategy Link Group’s growth strategy is focused on five major drivers: • further penetration of attractive markets; • product and service innovation; • client, product and regional expansions; • executing the Superpartners opportunity; and • identifying adjacent market opportunities. 1.1.2 Further penetration of attractive markets Link Group aims to leverage its operational capability and diverse product suite to win new clients and cross-sell more products in its key markets. While Link Group already has an established market position in all of its key markets, there remains substantial opportunity to grow the current client base over time. Fund Administration In Fund Administration, Link Group is able to increase its market penetration by not only winning new clients, but also by its clients increasing their underlying membership and increasing value-added services. Key drivers of Link Group’s market penetration include: • Winning of new clients: Link Group’s proprietary technology, quality of service offering and operating scale provide a competitive advantage relative to other service providers; • Underlying member growth of Link Group’s clients; and • Annual indexation-linked price increases and volume protection clauses around member losses. Annual Financial Report 2016 29 1. Directors’ Report (continued) Operating and Financial Review (continued) Corporate Markets In Corporate Markets, Link Group currently services over 2,000 clients globally. Management believes that Link Group’s comprehensive, integrated offering can help to increase market share, both from winning new clients and increasing penetration of its diverse product and service offering throughout its existing client base. Link Group’s ability to cross-sell the products and services in its Corporate Markets offering is expected to be a key driver of further market penetration in the geographies in which it operates. IDDS In IDDS, Link Group management believes that Link Group is well positioned to grow from the trend towards valued-added services such as data analytics and demand for new innovative digital products across both the Fund Administration and Corporate Markets client base. 1.1.3 Product and service innovation Revenues from Link Group’s existing clients increase with the number and complexity of the services that Link Group provides. In Fund Administration, increasing competition between superannuation funds to attract and engage with members is driving functionality enrichment. In Corporate Markets, the convenience and simplicity of a fully integrated product suite is driving the appeal with clients. IDDS is focused on providing these value added products and services for the Link Group. Link Group, primarily through IDDS, has invested over $39 million in capital expenditure on its technology platforms in FY2016, adding to the $300 million invested over the previous 10 years. This reinvestment is a core feature of our business model as it continues to enrich the client engagement and client partnerships. Link Group devotes more than $100 million per annum on technology including IT operating costs and capital expenditure. 1.1.4 Client, product and regional expansions A core competency of Link Group is the successful execution of business combinations which have delivered client, product and regional expansions. Link Group’s proprietary platforms position it well for extracting synergies and expanding the revenue and earnings growth from its business combinations through cross-selling and product expansion, as illustrated by the completion of over 35 business combinations in the last 10 years. Link Group intends to maintain its highly disciplined and focused business combination strategy to enhance its product and service offerings, expand its international operations and add new clients. The use of Link Group’s technology platforms has been central to Link Group’s success in reducing operating costs in the businesses that it acquires. 1.1.5 Superpartners opportunity Near term growth in Fund Administration is underpinned by the Superpartners business combination. The successful tender for the Superpartners clients not only strengthens Link Group’s leading position in the attractive superannuation fund administration industry but is also expected to deliver material synergies through the rationalisation of functions, increased operating leverage and economies of scale. Table 2 below illustrates the intended timing of the integration process. Link Group has a long history of migrating clients successfully onto its proprietary fund administration platform with over 80 fund migrations completed since 2008 when this platform was commissioned. During the last financial year, Link Group has successfully migrated 4 of the 5 major Superpartners clients to its proprietary technology platform, with the remaining major client due to be migrated by the end of December 2016. Table 2: Anticipated timing of the realisation of synergies from Superpartners 2H FY2015 1H FY2016 2H FY2016 1H FY2017 2H FY2017 FY2018 FY2019 Head office Migrations Operational efficiencies Retirement of legacy systems Post-migration operational efficiencies Vendor consolidation Completed To be realised 30 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) The graph below in table 3 shows the Operating EBITDA margins for Link Group, Fund Administration and IDDS highlighting the margin compression impact in both FY2015 and FY2016 from the acquisition of Superpartners (noting that FY2016 was the first full year impact given the acquisition occurred in December 2014). Synergies are expected to be realised in both Fund Administration and IDDS. Link Group management estimates that the full benefits of the synergies will enable Operating EBITDA margins to progressively trend back to FY2014 levels. Table 3: Link Group, Fund Administration and IDDS Operating EBITDA margins i % s n g r a m A D T B E g n i t a r e p O I 45% 40% 35% 30% 25% 20% 15% 41% 36% 25% 35% 34% 24% Link Group Fund Administration IDDS 25% 23% 17% 25% 21% 17% FY2013 FY2014 FY2015 FY2016 1.1.6 Adjacent market opportunities Link Group has a history of identifying and executing opportunities in adjacent markets that match its core competencies. Characteristics of adjacent market opportunities that Link Group targets includes strong market position in an industry with attractive fundamentals and compatibility with Link Group’s core competencies in data management, technology leadership and process design. Over the last financial year, Link Group has continued to actively identify a range of corporate and other actionable targets. In addition, Link Group participated in the recent PEXA capital raising which resulted in an additional investment of $8.0 million and a small increase in the shareholding %. 2. Robust Financial Results and platform for further growth Link Group has delivered robust financial results for the financial year ended 30 June 2016, with revenue, Operating EBITDA and NPATA for FY2016 all exceeding Prospectus forecasts. These results are underpinned by revenue and Operating EBITDA growth across all segments, demonstrating the good momentum that extends from scalable operations in attractive markets. Complementing the strong earnings performance was a strong financial position with low leverage and high levels of cash flow. In keeping with stated objectives, Link Group continued to reinvest in the business and technology and remains well positioned for future growth. Annual Financial Report 2016 31 1. Directors’ Report (continued) Operating and Financial Review (continued) Table 4 and Table 5 below contain an overview of Link Group’s financial results. Table 4: Statutory financial results IN $M Revenue Profit before tax Statutory NPAT Table 5: Pro forma financial results IN $M Revenue Operating EBITDA EBITDA after significant items NPAT NPATA NPATA before significant items1 STATUTORY RESULTS Year ended 30 June FY2016 Prospectus Forecast 750.0 37.8 27.5 vs. Prospectus Forecast (%) vs. FY2015 (%) 3% 58% 54% 32% 1,397% 1,187% FY2015 588.3 4.0 3.3 PRO-FORMA RESULTS Year ended 30 June FY2016 Prospectus Forecast 750.0 181.2 163.2 59.1 79.8 95.5 vs. Prospectus Forecast (%) vs. FY2015 (%) 3% 5% 2% 24% 19% 8% 32% 29% 43% – – – FY2015 588.3 148.0 116.5 – – – FY2016 775.9 59.9 42.5 FY2016 775.9 190.6 166.8 73.0 95.1 102.7 1. NPATA before significant items has been calculated in accordance with the principles for reporting under ASIC’s Regulatory Guidance 230-Disclosing non-IFRS financial information. NPATA before significant items has not been audited by the Group’s external auditors. 2.1 Statutory NPAT Statutory Net Profit after Tax (“Statutory NPAT”) was $42.5 million compared to a Prospectus forecast of $27.5 million and a prior year statutory NPAT result of $3.3 million. Compared to the prior year, the stronger Statutory NPAT result in FY2016 reflects the following key drivers: • Higher Pro forma Operating EBITDA as discussed in more detail in section 2.5 below. The key drivers for this increase was the full year contribution from the acquisition of Superpartners in December 2014, coupled with increases in organic revenue across all 3 Segments and the contribution from Corporate Markets acquisitions in NZ and Europe. • Reduction in Significant items which is discussed in detail in section 2.6 below. The main contributor to this reduction was a lower level of Superpartners related integration costs reflecting the progress to date in realising synergies from this acquisition. • The impact of the Pro forma adjustments which reflects both the Offer transaction costs and adjustments to reflect the impact of the post-Offer capital structure and new banking facilities being in place from 1 July 2015 and the tax impact thereon. See further analysis in section 2.7 below. Pleasingly when compared to the Prospectus forecast, the stronger statutory NPAT result has benefitted from stronger revenue and Operating EBITDA across all 3 Segments coupled with the gain on assets held at fair value of $18.0 million before tax ($12.6 million after tax) which primarily relates to a revaluation of the Group’s investment in PEXA Limited during the period. 2.2 NPATA before Significant items Link Group management considers NPATA before Significant items to be a meaningful measure of after tax profit as it excludes the impact of Significant items and the large amount of non-cash amortisation of acquired intangibles reflected in NPAT. The measure does include the tax effected depreciation and amortisation expense relating to all capital expenditure and certain acquired software, which is integral to the ongoing operating performance of the business. 32 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) NPATA before Significant items was $102.7 million compared to a Prospectus forecast of $95.5 million. A reconciliation of NPATA before Significant items and Statutory NPAT can be seen in Table 6 below. The main driver of the stronger NPATA before Significant items compared to the Prospectus forecast was a higher Operating EBITDA performance. This is discussed in more detail in section 2.5 below. Table 6: Reconciliation of pro forma NPATA to Statutory NPAT IN $M Pro forma NPATA before significant items1 Significant items after tax Pro forma NPATA Acquired amortisation after tax Pro forma NPAT Offer transaction costs Pro forma net financing costs Tax effect of pro forma adjustments Statutory NPAT 1. Refer to section 2.6 for more details of Significant items Year ended 30 June FY2016 Prospectus Forecast FY2016 102.7 (7.6) 95.1 (22.1) 73.0 (22.0) (20.8) 12.3 42.5 95.5 (15.7) 79.8 (20.7) 59.1 (22.8) (21.1) 12.3 27.5 2.3 Revenue Revenue grew in all 3 reporting segments compared to the prior year with overall Link Group revenue growth of 32% largely reflecting the full year contribution from the acquisition of Superpartners in December 2014. Compared to the Prospectus forecast, revenue was also 3% higher with all 3 reporting segments contributing to the increase. Overall Recurring Revenue (which is the revenue that the business expects to generate with a high degree of consistency and certainty year on year), was $698.9 million which was up $10.2 million or 1% on the Prospectus forecast and up $165.9 million or 31% on the prior year. Recurring Revenue as a proporation of Total Revenue was 90% which is slightly lower than both Prospectus forecast and prior year number of 91%. This reflects a higher proportion of non-recurring capital markets project related revenue in Corporate Markets. Table 7 and Table 8 below illustrate the revenue composition by reporting segment. Table 7: Revenue by reporting segment PRO-FORMA RESULTS Year ended 30 June FY2016 Prospectus Forecast vs. Prospectus Forecast (%) vs. FY2015 (%) FY2015 FY2016 561.9 197.5 206.5 966.0 (190.1) 775.9 90% 560.5 171.8 196.5 928.8 (178.8) 750.0 91% 413.8 160.0 148.4 722.2 (133.9) 588.3 91% 0% 15% 5% 4% (6%) 3% 36% 23% 39% 34% (42%) 32% IN $M Revenue Fund Administration Corporate Markets IDDS Gross Revenue Eliminations Total Revenue Recurring Revenue % Annual Financial Report 2016 33 1. Directors’ Report (continued) Operating and Financial Review (continued) Table 8: FY2016 revenue composition 58% Fund Administration Corporate Markets IDDS 21% 21% Based on % of Gross Revenue 2.3.1 Segment Revenue Fund Administration (58% of total gross revenue) Fund Administration revenue grew to $561.9 million which was 36% higher than the prior year and slightly higher than the Prospectus forecast. The growth on the prior year is largely due to the full year revenue impact of the acquisition of Superpartners in December 2014 and the retention of all of the former Superpartners’ clients, including all its non-shareholder clients who were retained following competitive tender processes. The current year revenue result includes the in-year impact of a former client insourcing in November 2015 following the merger with another fund that self-administers. Client retention in Fund Administration remains above 95% which is consistent with the Prospectus disclosures. Recurring revenue of $532.6 million (or 95% of the total revenue) was in line with the Prospectus forecast, with growth on the prior year of 38%. Recurring revenue remains a key element of the Link Group’s financial profile and the key drivers in FY 2016 were: • Full year contribution from Superpartners’ clients • Indexation linked price increases (albeit at lower rates than expected given the low CPI outcomes) • Growth in pension members as a proportion of the total member base • Growth in the Top 5 clients’ members (who represent c.75% of the total) of 1.4% and stable overall accumulation member numbers2 • Strong client retention of >95%3 On a regular basis, funds will work with Link to enhance their product offering and member engagement with members or to meet regulatory objectives. This activity is related to project, as well as, implementation work and represents the bulk of non-recurring revenue in Fund Administration. In comparison to the prior year, non-recurring revenue grew 8% and outperformed the prospectus guidance by 5%, the majority of which was achieved in the 1st half of FY2016 prior to the significant migration activity from December 2015 onwards. Original expectations were guided lower in the prospectus forecast due to the high level of migration activity forecast with Superpartners clients. The positive result reflects not only the throughput capability of the business to deliver multiple project related outcomes but is also a good reflection of the desire of the clients to engage Link Group to implement enhancement activities. During 2016, non-recurring fee activity included the provision of IT support services to the Superpartners’ client base, as well as, the rollout of new digital products such as digital member cards, mobile apps and online pension transition and identity verification developed by Link Group’s IDDS business unit and provided to the Fund Administration client base. 2. Based on total billable members excluding Eligible Rollover Funds and Redundancy Trusts. 3. Client retention represents the proportion of annual revenue from clients that have not been lost in the last 12 months. 34 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) Corporate Markets (21% of total gross revenue) Corporate Markets revenue model is centred upon providing an integrated suite of products and services to Corporate Markets clients. During 2016, Corporate Markets revenue grew to $197.5 million which was 23% higher than the prior year and 15% higher than the Prospectus forecast. Organic revenue growth in this business unit was underpinned by new client wins and increased product penetration of existing clients, coupled with the contribution from acquisitions, including Link New Zealand (from July 2015), D.F. King Europe (from December 2014) and HCE Haubrok (from October 2015). The attraction of a fully integrated product offering with a menu of value added services provides a good client engagement and retention platform for new and existing business. Client retention in Corporate Markets remained above 95% in 2016 which remained consistent with the Prospectus disclosures. Overall Corporate Markets revenue of $197.5 million comprises $157.8 million of recurring revenue which was up $11.1 million or 8% on the Prosepctus forecast and up $18.4 million or 13% on the prior year. Recurring Revenue as a proportion of Total Reveneue was 80%, which was below the Prospectus forecast of 85% and prior year of 87% on a higher proportion of capital markets related activity during the current year (particularly in the 1st half year). Recurring revenue growth can be attributed largely due to the following factors: • Contribution from acquisitions (Link New Zealand, D.F. King Europe and HCE Haubrok); • New business wins including 37 new IPO wins in Australia & New Zealand and continuing net client wins from competitors of 37; • Robust net client growth of 299 outside of Australia and New Zealand; and • Strong client retention of >95%.4 The Corporate Markets business in Australia has enjoyed another year of positive net wins from changes in share registry by existing listed companies coupled with winning 20 out of 39 IPOs that raised more than $50 million. The Corporate Markets business services approximately 468 share registry clients in Australia as at 30 June 2016 (an increase of 28 or 6% on the same period last year) during a period when the total number of listed entities on the ASX declined by 0.7%. Working with the IDDS business unit, Corporate Markets launched a number of new innovative products during the year including “Investor Join Online”, an industry first for investors to sign up online, Sharevault, a secure document management tool with the miraqle platform and investor centre 3rd party authorisation to enable “financial advisor read only” access to investor holdings. These innovative products position Link Group’s technology as best in class in Corporate Markets and helped drive client retention, new business wins and the sale of value added services into the existing client base. Non recurring revenue growth on the prior year was 65% and was up 58% on the Prospectus forecast reflecting strong capital markets activity in Australia, especially in the 1st 6 months of the financial year, driven by several large capital raisings by Commonwealth Bank of Australia Limited and Westpac Banking Corporation Limited amongst others. Information, Digital and Data Services (“IDDS”) (21% of total gross revenue) IDDS utilises an in-house technology capability to support the operations of Fund Administration and Corporate markets (internal revenue), as well as develop and implement innovative technology products for existing and future clients and enrich the functionality and understanding of customer facing processes and improve data analytics (external revenue). IDDS revenue grew to $206.5 million which was 39% higher than the prior year and 5% higher than the Prospectus forecast. The growth on the prior year is largely due to the full year contribution from IT revenue recharges to Superpartners (within the Fund Administration segment) for supporting the Superpartners’ legacy IT platforms, coupled with growth in external revenue from increased new product rollouts and volumes. As a % of overall IDDS revenue, external revenue comprises 28% compared to 22% in the Prospectus forecast and grew by 37% on the prior year and 33% compared to the Prospectus forecast due to the following factors: • Growth in revenue from new Digital Solutions products and services including mobile apps, digital member cards, online tracking of insurance claims and pension join online; • Increased volumes in Link Digicom; and • New business wins in Data Analytics (Empirics). Overall IDDS revenue of $206.5 million comprises internal revenue (from IT recharges to Fund Administration and Corporate Markets) of $147.9 million and external revenue of $58.6 million from value added services (including data analytics, digital solutions and digital communications) and licensing in-house administration software. Technology is a key enabler of the Link Group. Link Group is committed to reinvesting and engaging with specialist partners to better service its internal and external client base. We work closely with our clients to ensure we continue to exhibit leadership in this space. The historic investments made to date have provided Link Group with a strong comparative advantage and equally opens up opportunities to build on this into the future. 4. Client retention represents the proportion of annual revenue from clients that have not been lost in the last 12 months. Annual Financial Report 2016 35 1. Directors’ Report (continued) Operating and Financial Review (continued) 2.4 Operating Expenses Pro forma operating expenses grew by 33% to $585.3 million compared to the prior year and were 3% higher than the Prospectus forecast. The growth on the prior year reflects the full year impact of costs relating to the Superpartners acquisition in December 2014, partially offset by cost synergies achieved to date, whilst the increased costs compared to the Prospectus forecast are largely related to the increased revenue performance discussed above. Table 9 below outlines the main components of operating expenses: Table 9: Pro forma operating expenses PRO-FORMA RESULTS Year ended 30 June IN $M Operating Expenses Employee Expenses IT Expenses Occupancy Expenses Other Expenses Total Operating Expenses FY2016 Prospectus Forecast 353.2 72.2 35.1 108.3 568.8 FY2016 349.6 76.0 34.2 125.4 585.3 vs. Prospectus Forecast (%) vs. FY2015 (%) 1% (5%) 2% (16%) (3%) (27%) (39%) (36%) (47%) (33%) FY2015 274.8 54.7 25.2 85.6 440.3 2.4.1 Employee expenses Employee expenses, the largest cost category, grew by 27% on the prior year and were slightly lower than the Prospectus forecast. The growth on the prior year was largely due to the full year impact of the Superpartners acquisition in December 2014 and a modest impact from the smaller Corporate Markets acquisitions described above, partially offset by cost synergies achieved to date. The favourable variance to the Prospectus forecast reflects a better than expected cost synergy outcome. Cost synergies achieved to date are comprised of the full year impact of cost outs in the prior year (largely Superpartners head office related) coupled with the part year benefit of cost savings achieved during FY2016. These “in year” cost savings included cost outs achieved subsequent to the migration of Superpartners’ clients onto Link Group’s proprietary platforms, integration of various operational teams and efficiency initiatives from reduction in paper and cheques. 2.4.2 IT expenses IT expenses grew by 39% on the prior year and were up 5% on the Prospectus forecast, with the growth on the prior year largely due to the full year impact of support costs for the Superpartners legacy technology platforms coupled with some additional IT costs related to the smaller Corporate Markets acquisitions described above. One of the many benefits arising from the Superpartners acquisition is the additional scale of IT operations undertaken by the Group, which helped enable the execution of a new IT managed services agreement which took effect in April 2016 and provided cost out savings in the last 3 months of the year. The increased costs compared to the Prospectus reflects costs associated with the provision of IT support services to the Superpartners’ clients for longer than expected coupled with the additional use of offshore development and testing resources to drive the rollout of new Digital Solutions products delivered to clients. 2.4.3 Occupancy expenses Occupancy expenses increased by 36% on the prior year and were down 2% on the Prospectus forecast. The major driver for the increased cost compared to the prior year was the full year impact of occupancy expenses associated with the new premises taken on with the Superpartners business. The lower costs compared to the Prospectus reflects the positive impact of the successful sub-leasing of surplus space acquired as part of the Superpartners’ acquisition. This is one of the early benefits arising from the premises consolidation initiative which will be further enhanced with the consolidation of 3 existing Melbourne premises into Collins Square later in the calendar year. 36 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) 2.4.4 Other expenses Other expenses comprises print and mail costs (46% of the FY2016 total other expenses), office related expenses, insurance, professional fees, travel and other general and administrative expenses. Other expenses increased by 47% compared to the prior year reflecting increased costs associated with the Superpartners acquisition and to a lesser extent the smaller Corporate Markets acquisitions described above. The increased costs compared to the Prospectus forecast of 16% reflects higher print and mail activity (directly related to the stronger revenue performance in both Corporate Markets and IDDS) coupled with increased provisioning of potential self-insured claims in Fund Administration relating to a number of specific incidents that arose during the year. 2.5 Operating EBITDA Link Group’s Operating EBITDA result on a pro forma basis was $190.6 million, which was up 29% on the prior year pro forma result of $148.0 million and 5% above the Prospectus forecast of $181.2 million. This performance reflects strong revenue growth of 32% on the prior year and 3% up on the Prospectus forecast at higher incremental Operating EBITDA margins of 36.3% compared to overall Operating EBITDA margins of 24.6%. Operating EBITDA grew in all 3 reporting segments compared to the prior year. The operating performance of the business is already benefiting from the increased scale of the business and these benefits will expand with the continual rationalisation of systems and processes. Domestically, the Link Group is consolidating premises as part of its integration program which has historically provided a good platform for further operational efficiency by improving culture, access to technology and productivity. As a result, Link Group delivered higher pro forma Operating EBITDA margins of 24.6% compared to the Prospectus forecast of 24.2% and slightly down on the prior year of 25.2%, (reflecting the full year effect of the absorption of the Superpartners’ cost base) as set out in Table 10 below. Table 10: Pro forma Operating EBITDA by reporting segment PRO-FORMA RESULTS Year ended 30 June FY2016 Prospectus Forecast vs. Prospectus Forecast (%) vs. FY2015 (%) FY2015 FY2016 96.1 56.9 43.9 (6.3) 190.6 17% 29% 21% 25% 92.9 54.9 39.8 (6.4) 181.2 17% 32% 20% 24% 70.2 50.4 34.1 (6.7) 148.0 17% 32% 23% 25% 3% 4% 10% 2% 5% 1% (3%) 1% 1% 37% 13% 29% 6% 29% 0% (3%) (2%) (1%) IN $M Operating EBITDA Fund Administration Corporate Markets IDDS Head Office Total Operating EBITDA Operating EBITDA margin Fund Administration1 Corporate Markets1 IDDS1 Total Operating EBITDA margin 1. Calculated based on Gross Revenue Annual Financial Report 2016 37 1. Directors’ Report (continued) Operating and Financial Review (continued) The composition of FY2016 pro forma Operating EBITDA by reporting segment is further illustrated in Table 11 below. Table 11: FY2016 pro forma Operating EBITDA composition -3% 23% 30% 50% Fund Administration Corporate Markets IDDS Head Office 2.5.1 Segment Operating EBITDA Fund Administration (50% of total Operating EBITDA) Fund Administration Operating EBITDA grew to $96.1 million which was 37% higher than the prior year and 3% higher than the Prospectus forecast. The growth on the prior year reflects the full year impact of the Superpartners acquisition coupled with the full year impact of cost savings from synergies achieved in the prior year and part year impact of cost outs actioned during FY2016. Synergy benefits achieved to date include staff cost savings from Superpartners head office functions’ rationalisation coupled with operating efficiencies achieved from the integration of teams following the successful migration of 4 Superpartners’ client funds during FY2016. Benefits continue to accrue through the application of scale across multiple areas of the business as well as the application of efficiency initiatives to drive down the volume of paper and cheques in the business. In addition, further cost outs achieved during FY2016 included benefits from vendor consolidation and sub-leasing of surplus premises. Whilst the Superpartners integration and related synergy benefits are progressing slightly ahead of expectations, the full synergy benefits are not expected to be achieved until all funds are migrated onto Link Group’s proprietary IT platforms and the Superpartners’ legacy platforms are retired. These benefits will continue to be progressively realised over the period up to the close of FY2019. Operating EBITDA margins of 17% are in line with the prior year and slightly ahead of the Prospectus forecast. Corporate Markets (30% of total Operating EBITDA) Corporate Markets Operating EBITDA grew to $56.9 million which was 13% up on the prior year and 4% higher than the Prospectus forecast. The growth in Operating EBITDA on the prior year is largely due to the full year contribution from acquisitions completed during the prior year (i.e. DF King Europe and Link New Zealand) and part year contribution from the acquisition of HCE Haubrok in October 2015, coupled with organic revenue related growth in Australia and Overseas jurisdictions. Operating EBITDA margins of 29% were lower than the prior year and Prospectus forecast due to a combination of factors including: • Revenue mix reflecting an increased mix of lower margin products such as print and mail related to capital markets projects in Australia (particularly in the 1st 6 months), increased staff costs related to the implementation phase of more complex Managed Funds new business, the addition of the lower margin “day of AGM” business in Germany (HCE Haubrok) and temporary loss of some higher margin revenues in South Africa; and • Continued competitive pricing pressures in Australia where clients have been retained at lower prices than previously charged. Information, Digital and Data Services (“IDDS”) (23% of total Operating EBITDA) IDDS operating EBITDA grew to $43.9 million which was 29% higher than the prior year and 10% higher than the Prospectus forecast. The increase in operating EBITDA compared to the prior year reflects the margin flow through from revenue growth due to the increased activity and support for Fund Administration arising from the Superpartners acquisition coupled with the margin benefits from external revenue growth. 38 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) Operating EBITDA margins of 21% are down on the prior year, as expected given the full year impact of supporting less efficient Superpartners’ legacy technology platforms. Compared to the Prospectus forecast, Operating EBITDA margins are 1% higher reflecting the margin flow through of higher external revenue coupled with a higher proportion of staff working on projects where the costs are capitalised into software assets and initial cost out benefits arising from vendor consolidation and staff reductions. Following the completion of the migration of the Superpartners client base on to the Link Group platforms, significant cost synergies will be achieved across both staff and IT vendor costs. 2.6 Significant items Table 12 sets out a summary of Significant items split between those impacting EBITDA and those impacting below EBITDA. Table 12: Summary of Significant items IN $M Significant items Business combination costs Gain on consolidation (Link NZ) Integration costs IT business transformation costs Client migration costs Total Significant items (impacting EBITDA) Gain on assets held at fair value Discount on provision unwind Total Significant items PRO-FORMA RESULTS Year ended 30 June FY2016 Prospectus Forecast vs. Prospectus Forecast (%) vs. FY2015 (%) FY2015 FY2016 0.7 – 8.5 8.2 6.5 23.8 (18.0) 4.6 10.4 0.7 – 5.6 4.5 7.2 18.0 – 4.1 22.1 6.6 (10.3) 23.9 3.1 8.2 31.5 – – 31.5 1% nmf (51%) (83%) 10% (32%) nmf (11%) 53% 89% nmf 65% (165%) 21% 24% n/a n/a 67% Total Significant items expense of $10.4 million was significantly lower than the prior year expense of $31.5 million and also down $11.7 million or 53% on the Prospectus forecast, largely due to a gain on assets held at fair value of $18.0 million relating to the revaluation of Link Group’s minority investment in PEXA Limited, following a capital raising successfully completed in June 2016. The remaining Significant items are largely in line with expectations with some increased costs compared to the Prospectus forecast incurred in relation to IT business transformation costs and integration costs. This reflects a longer period of service transition costs required to mitigate risk and some increases in non-recurring data centre migration costs coupled with increased provisions booked in respect of announced but not yet completed restructuring activities as part of the Superpartners integration. 2.7 Pro forma adjustments Pro forma adjustments of $30.6 million have been made to Link Group’s statutory NPAT. In FY2016 pro forma adjustments reflect the elimination of costs associated with certain items such as: • Offer transaction costs; • Adjustments to reflect the impact of the post-Offer capital structure and new banking Facilities being in place from 1 July 2015; and • The tax impact of the above adjustments. Offer transaction costs of $22.0 million were slightly below the Prospectus forecast of $22.8 million reflecting slightly lower costs actually incurred. In the prior year, pro forma adjustments reflect the impact of incremental public company costs as if they were incurred from 1 July 2014 and the elimination of costs associated with the settlement of legal claims and changes in the method of calculation of employee liabilities. Table 13 sets out a summary of the pro forma adjustments. Annual Financial Report 2016 39 1. Directors’ Report (continued) Operating and Financial Review (continued) Table 13: Pro forma adjustments IN $M Pro forma adjustments Incremental public company costs Offer transaction costs Settlement of legal claims Employee liabilities Total Pro forma adjustments (impacting EBITDA) Net finance expense Tax effect of adjustments Total Pro forma adjustments (impacting NPAT) Year ended 30 June FY2016 Prospectus Forecast vs. Prospectus Forecast (%) vs. FY2015 (%) FY2015 FY2016 – 22.0 – – 22.0 20.8 (12.3) 30.6 – 22.8 – – 22.8 21.1 (12.3) 31.6 (2.5) 0.0 3.8 2.8 4.1 – – 4.1 n/a 3% n/a n/a 3% 1% (0%) 3% nmf nmf nmf nmf (438%) nmf nmf (646%) 2.8 Other expenses below EBITDA Other expenses below EBITDA primarily relate to depreciation and amortisation, acquired amortisation, net finance costs and tax expense. Table 14 below outlines other expenses below EBITDA and their composition. Table 14: Pro forma other expenses below EBITDA PRO-FORMA RESULTS Year ended 30 June FY2016 Prospectus Forecast FY2016 166.8 (33.4) 133.3 (31.6) 101.8 (12.5) (4.6) 18.1 102.8 (29.8) 73.0 22.1 95.1 7.6 102.7 163.2 (35.7) 127.5 (29.6) 97.9 (12.1) (4.1) – 81.7 (22.6) 59.1 20.7 79.8 15.7 95.5 FY2015 116.5 (32.0) 84.5 (28.2) 56.3 – – – – – – – – – – vs. Prospectus Forecast (%) vs. FY2015 (%) 2% 6% 5% (7%) 4% (3%) (11%) nmf 26% (32%) 24% 7% 19% (52%) 8% 43% (4%) 58% (12%) 81% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a IN $M EBITDA after significant items Depreciation and amortisation EBITA Acquired amortisation EBIT Net finance expense Discount on provision unwind Gain on assets held at fair value NPBT Tax expense NPAT Add back acquired amortisation after tax NPATA Add back significant items after tax NPATA before significant items 40 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) 2.8.1 Depreciation and Amortisation Depreciation and amortisation expense increased by 4% to $33.4 million compared to the prior year reflecting the full year impact of additional assets from the Superpartners acquisition coupled with the impact of capital expenditure undertaken in the prior year (i.e. full year impact) and FY2016 (i.e. part year impact). Compared to the Prospectus forecast, depreciation and amortisation is 6% lower reflecting a re-assessment of some useful lives related to Superpartners legacy technology platforms. Acquired amortisation reflects the amortisation of client lists and the revaluation impact of acquired intangible assets resulting from business combinations. Acquired amortisation grew by 12% to $31.6 million compared to the prior year reflecting a full year impact of software acquired as part of the Superpartners acquisition in the prior year, coupled with acquired intangibles relating to the acquisitions of HCE Haubrok and the Fund Administration assets of AON in New Zealand during FY2016. 2.8.2 Pro forma Net finance expense Pro forma net finance expense reflects the finance costs for FY2016 which would have been incurred had the post IPO capital structure been in place since 1 July 2015. Pro forma net finance expense of $12.5 million was slightly higher than the Prospectus forecast due to slightly lower than expected interest received on funds on deposit. 2.8.3 Pro forma tax expense Pro forma tax expense of $29.8 million is 31% higher than the Prospectus forecast largely reflecting the tax effect of the $18.1 million gain on assets held at fair value. The effective tax rate is 29.0% compared to a Prospectus forecast of 27.7% reflecting the aforementioned impact of the tax effect of the gain on assets held at fair value coupled with small differences in permanent differences and mix of Australian and offshore income which is taxed at different rates. Annual Financial Report 2016 41 1. Directors’ Report (continued) Operating and Financial Review (continued) 3. Strong Balance Sheet and Cash Flow conversion Link Group has a strong balance sheet with a modest level of gearing which provides significant flexibility for future growth opportunities. The business generates high levels of cash whilst also maintaining a substantial ongoing investment in enhancing its proprietary systems and in new products and services. 3.1 Balance Sheet Table 15 below provides a summary of the Balance Sheet as at 30 June 2016. The pro forma comparative year has been adjusted to reflect the post IPO capital structure. Table 15: Summary Balance Sheet IN $M Assets Cash Trade and other receivables Other Current Assets Total Current Assets Deferred Tax Asset Other Non Current Assets Total Non Current Assets TOTAL ASSETS Liabilities Trade and other payables Interest Bearing Liabilities Other Current Liabilities Total Current Liabilities Interest Bearing Liabilities Defered Tax Liability Other Non Current Liabilities Total Non Current Liabilities TOTAL LIABILITIES NET ASSETS Equity Contributed Equity Reserves Retained earnings TOTAL EQUITY 30 June 2016 Statutory 30 June 2015 Pro forma 30 June 2015 Statutory 30.2 95.8 13.4 139.3 55.7 959.3 1,015.0 1,154.3 87.9 0.2 86.0 174.1 291.9 60.5 45.7 398.2 572.2 582.1 689.0 (112.4) 5.5 582.1 16.5 82.6 10.9 110.0 76.9 921.9 998.8 1,108.8 72.6 0.2 90.6 163.4 323.1 63.7 48.3 435.1 598.5 510.3 687.4 (142.8) (34.3) 510.3 31.8 85.0 10.9 127.7 69.6 919.9 989.5 1,117.2 72.5 24.0 90.8 187.4 765.6 62.8 52.3 880.7 1,068.1 49.1 202.5 (145.7) (7.7) 49.1 The cash balance of $30.2 million as at 30 June 2016 has improved from the pro forma 30 June 2015 position due to good cash generation of the business coupled with lower interest expense on lower post IPO debt. Net working capital (trade and other receivables less trade and other payables) as at 30 June 2016 of $7.9 million has remained largely stable with the pro forma comparative year as growth in trade and other receivables have been largely offset by growth in trade and other payables reflecting both organic growth and acquisition of HCE Haubrok. Other non-current asset growth is largely due to continuing investment in software intangibles (partially offset by amortisation) which represents the bulk of the Group’s capital expenditure each year. Interest bearing liabilities have declined by $31.2 million compared to the pro forma comparative period reflecting voluntary repayments of debt over the period. The reduction in debt compared to the statutory comparative period reflects the pay-down of debt from the IPO proceeds. Total equity increased to $582.1 million from $49.1 million in the statutory comparative reflecting the proceeds of the IPO coupled with the statutory profit for the period. 42 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) 3.2 Cash flow Cash flow conversion is a key focus of the business and it is pleasing to see outperformance in relation to both the management of cash flow conversion and the management of working capital. Capital expenditure is a key driver of future productivity, product growth and cost efficiency. The business uses a benchmark of 3-5% of group revenue to guide capital expenditure initiatives. For FY2016, capital expenditure was $39.4 million, representing 5%. This expenditure is at the upper end of that range and reflects a higher level of spend in respect of integration infrastructure related to the Superpartners acquisition coupled with increased investment in enhancements to the Syncsoft “Capital” administration platform to cater for future growth in the NZ “Kiwi Saver” market. Table 16 below provides a summary of Link Group’s pro forma cash flow. Table 16: Summary pro forma cash flow IN $M Operating EBITDA Non cash items in Operating EBITDA Changes in working capital Net Operating Cashflow Capital Expenditure Net Operating Free Cashflow Cash impact of significant items Net Free Cashflow after significant items Tax Interest Other investing cashflow Net cashflow Net Operating cashflow conversion Net Operating Free Cashflow conversion PRO-FORMA RESULTS Year ended 30 June FY2016 Prospectus Forecast vs. Prospectus Forecast (%) vs. FY2015(%) FY2015 181.2 (3.1) (2.7) 175.4 (33.7) 141.7 (69.3) 72.4 (1.0) (11.4) (5.9) 54.1 97% 78% 148.0 (2.7) (30.7) 114.6 (35.1) 79.5 (32.0) 47.5 – – – – 77% 54% 5% (32%) 363% 10% (17%) 9% 16% 32% (59%) 9% (268%) 15% 5% 3% 29% (52%) 123% 69% (12%) 94% (83%) 101% – – – – 24% 27% FY2016 190.6 (4.1) 7.1 193.6 (39.4) 154.2 (58.5) 95.7 (1.6) (10.4) (21.7) 62.0 102% 81% 3.3 Net debt Table 17 below compares the net debt position of Link Group as at 30 June 2016 to the prior year comparative on both a statutory and pro forma basis. The pro forma net debt for the prior year has been adjusted to reflect the post IPO debt structure. Table 17: Summary of net debt IN $M Cash and cash equivalents Long term debt Short term debt Net Debt Pro forma debt ratios Net debt/Operating EBITDA Operating EBITDA/pro forma net interest costs 30 June 2016 Statutory 30 June 2015 Pro forma 30 June 2015 Statutory (30.2) 292.1 – 262.0 1.37 15.28 (16.5) 325.0 – 308.5 2.08 n/a (31.9) 766.3 26.9 761.3 191.14 0.08 The improvements in pro forma debt ratios compared to the prior year reflect a combination of higher pro forma Operating EBITDA performance and lower net debt level. Link Group has total committed and available facilities of $580.0 million with a further $250.0 million as an uncommitted accordion facility. This level of available facilities provides significant capacity for future potential acquisitions. Annual Financial Report 2016 43 1. Directors’ Report (continued) Operating and Financial Review (continued) 4. Pro-active Management of Risks Link Group actively monitors, assesses and manages a variety of business risks as part of its risk management framework. Link Group’s core risks and the way they are managed are outlined below. This is not a comprehensive list of the risks or of the mitigating actions employed by the business. 4.1 Reliance on effective performance of core and third party IT Infrastructure Technology is the key enabler of Link Group’s services. Link Group and its clients are dependent on the effective performance, reliability and availability of Link Group’s technology platforms, software, third party data centres and communications systems. Link Group also relies on certain contracts with third party suppliers to help maintain and support its IT infrastructure. Link Group utilises Tier 1, best in class infrastructure and IT vendors. The infrastructure is owned and licensed by Link Group and is housed in Fujitsu data centres managed by Fujitsu under a managed services agreement. Link Group’s proprietary applications are developed using industry standard Java and Microsoft. Net stacks and conform to standard multi-tier architecture conventions. 4.2 Risk to security and integrity of sensitive information Link Group’s products and services involve the storage and transmission of financial, proprietary and personal user information. By their nature, information technology systems are susceptible to cyber-attacks, unauthorised access to, or disclosure of, such data. IT security is paramount and Link Group proactively seeks to mitigate any identified risks associated with its technology infrastructure. Link Group’s systems are architected, built and managed to reduce the potential for security or data privacy breaches. Link Group is also ISO 27001 certified, the global standard for information security management, demonstrating Link Group’s commitment to best practice and industry leadership. 4.3 Concentrated client base and contract renewal Link Group’s primary source of revenue is from contracted services to clients. Link Group has a relatively concentrated client base, with its top five clients contributing 47% of FY2016 revenue. Link Group’s business is characterised by medium to long term contracts of two to five years, strong recurring revenue and high levels of client retention being greater than 95% over the last 3 years. In Link Group’s view, high levels of client retention can be attributed to the range and quality of the services Link Group provides, brand loyalty, and the significant integration with clients. 4.4 Political and regulatory environment Link Group’s business is influenced and affected by laws, regulatory compliance and government policy in each of the jurisdictions it operates in. In some cases, Link Group has accepted regulatory and compliance commitments to its clients which exceed those to which it would be subject in its business as usual operations. Link Group works closely with all government, regulatory and industry authorities and actively monitors, assesses and manages relevant changes in laws, regulation and government policy to ensure its operations, products and services are compliant at all times. 4.5 Ability to attract and retain key personnel A key driver of Link Group’s performance is the recruitment and retention of effective and qualified personnel. Link Group continues to invest in the development of its people and culture. An open management style, dynamic working environment and appropriate performance targeted financial incentives are key qualities underpinning the Link Group culture. We encourage open and honest dialogue and empower our people to think, to deliver and to take responsibility and use proactive human resource management tools to manage the deployment, productivity and performance of Link Group’s human resources. 4.6 Integration of acquired businesses and execution of new acquisitions Link Group continually investigates and considers potential acquisitions and investment opportunities, which is consistent with its growth strategy. Acquisitions and investments have risk around the incremental financial value for the Link Group. Integration of businesses can require a considerable period of time to realise expected revenue and expense synergies. Link Group has successfully integrated over 35 business combinations over the past 10 years and created value by following a disciplined process. The process includes initial strategic and financial analysis, due diligence and contract execution which Link Group undertakes in conjunction with its accounting and legal partners. Once a business is acquired, Link Group has a robust process covering people, systems, products and clients to ensure the acquired business delivers on or exceeds the expected financial and operational results. Specifically in relation to the Superpartners acquisition in FY2015, there is an ongoing (albeit diminishing with the passage of time) risk that Link Group may not be able to integrate the business or extract operational efficiencies. The Superpartners integration remains on track to complete all client migrations by the end of the calendar year, realise the expected operational synergies and progress onto the other activities which will result in operational synergies over time. 4.7 Increased competition The key industries that Link Group operates in are all competitive markets and are expected to remain competitive. Link Group has successfully invested over $300 million in delivering technology-driven solutions for clients. Our competitive advantage stems from the capability, functionality, integration and scalability of our proprietary technology. Link Group continues to drive innovation, partner with industry leaders and expand the range of value added services for clients to further enhance Link Group competitive advantage together alongside the overall clients’ experience. 44 Link Group – Connecting people & technology 1. Directors’ Report (continued) Operating and Financial Review (continued) 5. Outlook Link Group expects to continue to deliver revenue and Operating EBITDA growth across all reporting segments through the following key business drivers: • Growth through further penetration of attractive industries • Growth through product and service innovation • Growth through client, product and regional expansions • Executing Superpartners opportunity • Identifying adjacent market opportunities Link Group benefits from a high proportion of Recurring Revenue, providing good organic revenue visibility into the future. This Recurring Revenue is underpinned by contractual price inflators which will largely mirror the current low inflation environment. Underlying market growth together with new business and expansion of the product and service offering supports organic revenue growth. The successful migration of the Superpartners clients onto the Link Group platform will also trigger a one-time contractual price adjustment for the former shareholder clients of Superpartners in March 2017 as highlighted in the Prospectus. This contractual price adjustment aligns with the significant migration milestone and coincides with a key opportunity for the Link Group to begin the next phase of the integration. The benefits of this next phase are expected to be achieved over the next 3 years through both the Fund Administration and IDDS segments. The full benefits of the synergies will be progressively achieved as existing legacy systems are shut down and Link Group homogenises processes across the client base and extracts the benefits of scale. Link Group believes it is on track to achieve the Superpartners synergies and, assuming no further acquisitions or business combinations, is confident of its Operating EBITDA margins in both Fund Administration and IDDS progressively trending back to levels similar to that achieved in pro forma FY2014. In Corporate Markets, Link Group expects Operating EBITDA margins to remain at existing levels over the short to medium term with a trend back to pro forma FY2015 levels over the longer term. As a result, Link Group expects overall Operating EBITDA margins to progressively trend back to FY2014 levels over the next 3 years. At an NPAT level and assuming no further acquisitions or business combinations, Link Group expects continued growth as a result of the growth in Operating EBITDA, a gradual reduction in depreciation and amortisation as asset useful lives come to an end and reduction in net interest expense as debt is reduced. In terms of dividends, Link Group re-affirms its Prospectus guidance that it will target a dividend payout ratio of between 40% and 60% of annual NPATA. Dividends are likely to remain largely unfranked until after FY17 due to the utilisation of historic tax losses. Cash flow generation is expected to remain strong as a result of continued Operating EBITDA growth, working capital control and a stable level of capital expenditure. Cash conversion is expected to remain in line with current levels, which allows significant flexibility to consider selective acquisitions and/or capital management in the future. Annual Financial Report 2016 45 1. Directors’ Report (continued) Operating and Financial Review (continued) Appendix 1 – non IFRS definitions Link Group uses a number of non-IFRS financial measures in this OFR to evaluate the performance and profitability of the overall business. The principal non-IFRS financial measures that are referred to in this OFR are as follows: • FY is financial year ended 30 June (in the applicable year); • Recurring Revenue is revenue arising from contracted core administration services, stakeholder engagement services, share registry services and shareholder management and analytics services that are unrelated to corporate actions. Recurring Revenue is expressed as a percentage of total revenue. Recurring Revenue is revenue the business expects to generate with a high level of consistency and certainty year-on-year. Recurring Revenue includes contracted revenue which is based on fixed fees per member (for Fund Administration) or shareholder (for Corporate Markets). Clients are typically not committed to a certain total level of expenditure and as a result fluctuations for each client can occur year-on-year depending on various factors, including number of member accounts in individual funds or the number of shareholders of corporate market clients; • Gross Revenue is the aggregate segment revenue before elimination of intercompany revenue and recharges such as IDDS recharges for IT support, client related project development and communications services on-charged by Fund Administration or Corporate Markets to their clients. Link Group management considers segmental Gross Revenue to be a useful measure of the activity of each segment; • Operating EBITDA is earnings before interest, tax, depreciation and amortisation and Significant items. Management uses Operating EBITDA to evaluate the operating performance of the business and each operating segment prior to the impact of Significant items, the non-cash impact of depreciation and amortisation and interest and tax charges, which are significantly impacted by the historical capital structure and historical tax position of Link Group. Link Group also presents Operating EBITDA margin which is Operating EBITDA divided by revenue, expressed as a percentage. Operating EBITDA margin for business segments is calculated as Operating EBITDA divided by segmental Gross Revenue while Link Group Operating EBITDA margin is calculated as Operating EBITDA divided by revenue. Management uses Operating EBITDA to evaluate the cash generation potential of the business because it does not include Significant items or the non-cash charges for depreciation and amortisation. However, the Company believes that it should not be considered in isolation or as an alternative to net operating free cash flow; • EBITDA is earnings before interest, tax, depreciation and amortisation; and • NPATA before Significant items is net profit after tax and after adding back tax affected Significant items (including the discount expense on the un-wind of the Superpartners client migration provision) and acquired amortisation. Acquired amortisation comprises the amortisation of client lists and the revaluation impact of acquired intangibles such as software assets that were acquired as part of Business Combinations. Link Group management considers NPATA before Significant items to be a meaningful measure of after-tax profit as it excludes the impact of Significant items and the large amount of non-cash amortisation of acquired intangibles reflected in NPAT. This measure includes the tax effected amortisation expense relating to certain acquired software which is integral to the ongoing operating performance of the business. Link Group also presents NPATA before Significant items margin which is NPATA before Significant items divided by revenue, expressed as a percentage. NPATA before Significant items margin is a measure that Link Group management uses to evaluate the profitability of the overall business. Although Link Group believes that these measures provide useful information about the financial performance of Link Group, they should be considered as supplemental to the information presented in accordance with Australian Accounting Standards and not as a replacement for them. Because these non-IFRS financial measures are not based on Australian Accounting Standards, they do not have standard definitions, and the way Link Group calculated these measures may differ from similarly titled measures used by other companies. Other definitions used in the Directors’ report are as follows: • PEP Shareholders – Pacific Equity Partners Fund II (Australasia) Pty Limited ACN 106 318 370 as trustee for Pacific Equity Partners Fund II (Australasia) Unit Trust, Pacific Equity Partners Fund II (Australasia) Pty Limited ACN 106 318 370 as trustee for Pacific Equity Partners Supplementary Fund II (Australasia) Unit Trust, PEP Investment Pty Limited ACN 083 026 984, Pacific Equity Partners Fund II L.P, Pacific Equity Partners Supplementary Fund II L.P, Pacific Equity Partners Fund II (NQP) L.P., PEP Co-Investment Pty Limited ACN 083 026 859, Pacific Equity Partners Fund III L.P., Pacific Equity Partners Supplementary Fund III L.P., Pacific Equity Partners Fund III (Australasia) Pty Limited ACN 117 565 410 (acting as trustee for Pacific Equity Partners Fund III (Australasia)), Pacific Equity Partners Fund III (Australasia) Pty Limited ACN 117 565 410 (acting as trustee for Pacific Equity Partners Supplementary Fund III (Australasia)), Eagle Co- Investment Pty Limited ACN 119 182 688 (acting as trustee for Pacific Equity Partners Fund III Co-Investment Trust A). 46 Link Group – Connecting people & technology 1. Directors’ Report (continued) Remuneration Report Remuneration Report The Remuneration report summarises the remuneration of Link Group’s Key Management Personnel (KMP) including Directors and certain Link Group senior executives that are named in this report for the year ended 30 June 2016. This report has been prepared in accordance with the requirements of section 300A of the Corporations Act 2001. 1. Link Group - Key Management Personnel The names and titles of KMP are set out below. There have been no changes to KMP since the end of the financial year, other than the appointment of Anne McDonald as an Independent Non-Executive Director on 15 July 2016. Name Position Non-Executive Directors Michael Carapiet Cameron Blanks Independent Chairman and Non-Executive Director Non-Executive Director and Nominee Director of the PEP Shareholders1 Glen Boreham, AM Independent Non-Executive Director Paul McCullagh Non-Executive Director and Nominee Director of the PEP Shareholders1 Sally Pitkin Independent Non-Executive Director Fiona Trafford-Walker Independent Non-Executive Director Anne McDonald Independent Non-Executive Director Senior executives John McMurtrie John Hawkins Suzanne Holden David Geddes Paul Gardiner Executive Director and Managing Director Chief Financial Officer Chief Executive Officer, Fund Administration Chief Executive Officer, Corporate Markets Chief Executive Officer, Information, Digital & Data Services (IDDS) 1. Defined in Appendix 1 to the Operating and Financial Review, which forms part of the Directors’ report. 2. Remuneration governance Link Group has a Human Resources and Remuneration Committee (the Committee), whose purpose is to assist the Board with the: • establishment of a Human Resources strategy, supporting policies and practices for Link Group employees and Directors; • establishment of Remuneration policies and practices for Link Group employees and Directors; and • monitoring of the implementation and effectiveness of the Human Resources strategy, policies and practices, including Remuneration policies and practices. The Committee comprises independent, Non-Executive Directors appointed by the Board. The Committee seeks external advice from time to time so it can be fully informed when considering remuneration matters. Remuneration advisors are engaged by and report directly to the Committee. No remuneration recommendations (as defined by the Corporations Act) were provided during the financial year (2015: $nil). 3. Remuneration framework in FY2016 The remuneration strategy at Link Group is designed to support a high performance culture, achieve superior business performance and create sustainable shareholder value. In FY2016 the remuneration framework comprised market referenced fixed remuneration and a performance based short-term incentive. Details of these components are provided below. The framework recognised that the senior leaders of the Link Group, including the senior executives listed as KMP, presently hold an estimated 7% of the Company’s share capital, which was acquired over a significant period of time when Link Group was in private ownership. Annual Financial Report 2016 47 1. Directors’ Report (continued) Remuneration Report (continued) Fixed remuneration Fixed remuneration for the senior executives for FY2016 was set at the time of the Company’s listing on the Australian Securities Exchange (ASX) by reference to the median point of fixed remuneration of like roles in organisations in sectors most relevant to Link Group and of similar size measured by revenue. Fixed remuneration consists of a base salary, car parking benefits (including any related Fringe Benefits Tax), leave entitlements and any related superannuation benefits. Short-term incentive Participation by the senior executives in the cash performance based ‘at risk’ incentive was set at the time of the Company’s listing on the ASX. No incentives were payable to any senior executive unless Link Group achieved an Operating EBITDA of $181.2 million. As the financial gateway was met, the performance of each senior executive was assessed against financial and non-financial metrics. The financial metrics for the Managing Director and the Chief Financial Officer measured achievement of half-year and financial year performance against Prospectus forecasts. The financial metrics for other senior executives measured financial year performance at the relevant division level against Prospectus forecasts. The non-financial metrics for the Managing Director and the Chief Financial Officer related primarily to the success of the transition to a publically listed company and the Superpartners migrations. The non- financial metrics for other senior executives measured specific strategic and operational initiatives within their division. As disclosed in the Prospectus, 50% of the short-term incentive will be paid to the senior executives as a cash payment following the release to the market of Link Group’s financial statements, with 25% of the entitlement being deferred for 12 months after the first payment and the final 25% being deferred for a further 12 months. Senior executives can elect to receive the deferred short-term incentive entitlement as shares, subject to shareholder approval being obtained in the case of the Managing Director. The number of shares issued is calculated by reference to the volume weighted average price of shares on the 5 trading days immediately before the requisite approval is sought in the case of the Managing Director or the anniversary date in the case of other senior executives. The short-term incentive earned by senior executives in FY2016 (including the deferred component) is payable on cessation of employment in certain circumstances, as detailed in the senior executives’ employment contracts subject to the Board’s discretion and shareholder approval in the case of the Managing Director. Details of the short-term incentive earned by the senior executives for FY2016 is set out in the table following: Senior executive John McMurtrie John Hawkins Suzanne Holden David Geddes Paul Gardiner Short-term incentive Target Short-term incentive Achieved Short-term incentive Achieved Short-term incentive forfeited $ 640,000 390,000 300,000 250,000 250,000 $ 640,000 390,000 300,000 250,000 250,000 % 100 100 100 100 100 % - - - - - Short-term incentive to be paid in cash1 Short-term incentive to be deferred2 $ 320,000 195,000 150,000 125,000 125,000 $ 320,000 195,000 150,000 125,000 125,000 1. 50% of the short-term incentive will be paid in cash following the release to the market of Link Group’s financial statements. 2. 25% of the entitlement is deferred for 12 months after the first payment and the final 25% being deferred for a further 12 months. In the financial year ended 30 June 2016, certain senior leaders, including a member of KMP, were paid a one-off bonus in connection with Link Group’s successful Initial Public Offering, in line with the disclosures made in the Prospectus. Refer to Section 7 of this report for details of payments made. 4. Link Group performance and shareholder wealth The indices in the table below show the link between Link Group performance and shareholder wealth creation over the previous four financial years. Operating EBITDA ($’000) Net Profit/(loss) after tax ($’000) Change in share price to 30 June ($) 2016 190,600 42,456 1.80 2015 150,493 3,306 N/A1 2014 140,010 (25,188) N/A1 2013 132,231 50,153 N/A1 2012 116,665 32,704 N/A1 1. Not applicable: Link Administration Holdings Limited listed on the ASX on 27 October 2015. 48 Link Group – Connecting people & technology 1. Directors’ Report (continued) Remuneration Report (continued) 5. Remuneration framework for FY2017 The Board has considered the remuneration framework for FY2017 for senior leaders, including senior executives, and has set the following specific remuneration objectives: • reward senior leaders fairly using a remuneration framework that is informed by Link Group’s strategic objectives and performance, their individual performance against appropriate and measurable objectives and the external compensation environment; • enable Link Group to attract, motivate and retain high calibre senior leaders capable of contributing to Link Group’s global business strategic objectives; • continue the alignment of senior leaders’ remuneration with shareholder value creation and return; and • have Link Group’s remuneration practices reflect its standing as a significant ASX listed company with growth objectives. For FY2017, the Board has approved design changes to the short-term incentive component and introduced a long term incentive plan in which the senior executives will be invited to participate. The total target remuneration and each of the remuneration components for each senior executive for FY2017 will be benchmarked against appropriate market data. The strategy is to set fixed remuneration at the median and total target remuneration between the median and the 75th percentile of the market. The introduction of the long term incentive plan will change the mix of remuneration for the senior executives as shown in the table below: Target Mix of Remuneration 160% 140% 120% 100% 80% 60% 40% 20% 0% Fixed remuneration Long-term incentive Short-term incentive Stretch short-term incentives2 35% 25-29% 65% 71-75% 40% 30% 40% 30% 28-30% 29% 28-30% 42% Managing Director 2016 Other Senior Executives 20161 Managing Director 20173 Other Senior Executives 20173 1. Excludes any one-off IPO related bonus for the financial year ended 30 June 2016. 2. The Board has approved a stretch short-term incentive that is available to senior executives. The stretch short-term incentive is payable in cash on a scaled basis once 110% to 200% of the Board approved Operating EBITDA target is met. The maximum stretch short-term incentive that can be earned by each senior executive if the Operating EBITDA target of 200% is achieved is 28–30% (or 40% in the case of the Managing Director) of the relevant senior executives’ FY2017 target remuneration. 3. Excludes the deferred element of any deferred short-term incentive relating to FY2016. Annual Financial Report 2016 49 1. Directors’ Report (continued) Remuneration Report (continued) Long-term incentive As indicated in the Prospectus, Link Group will invite participation of senior executives in the Omnibus Equity Plan. All invitations will occur following the release to the market of Link Group’s financial statements. Awards of performance share rights will be made subject to the satisfaction of service-based conditions and performance hurdles, which will, when satisfied, allow participating senior executives to receive fully paid ordinary shares in the Company. The number of Performance Share Rights that will be issued to each senior executive will be calculated with reference to the 5 day Volume Weighted Average Price (VWAP) following the results release date and will be accounted for at fair value in accordance with accounting standards from grant date. The performance share rights will be divided into two tranches of 75% and 25% and subject to testing against an earnings per share (EPS) target and relative total shareholder return (relative TSR) respectively. The Board has considered the cost of introducing the Omnibus Equity Plan in its expectation of progressively trending back to an Operating EBITDA margin similar to that achieved in FY2014. On vesting of performance share rights issued under the Omnibus Equity Plan, the Company will instruct the trustee of the Link Group Employee Share Trust (EST) to subscribe for or acquire shares and to hold those shares on behalf of the participants in accordance with the terms of a trust deed. While those shares are held in the EST, participants are entitled to receive dividends and exercise voting rights attaching to those shares. Participants are eligible to withdraw up to 50% of shares after the first exercise date (which will occur after Link Group’s financial statements for FY2019 are lodged) and on application after the holding lock periods have passed. Holding locks prevent 25% of shares being withdrawn until 1 year after the performance share rights vest and another 25% until 2 years after the performance share rights vest. Broad-based employee share plan As indicated in the Prospectus, Link Group will introduce a broad-based employee share plan in FY2017, the Tax Exempt Share Plan (Exempt Plan). All Australian based qualifying employees of the Company and its subsidiaries will be offered participation in the Exempt Plan and the right to be issued up to $1,000 worth of fully paid ordinary shares for no payment, given the shares will be purchased on market by Link Group. The Exempt Plan has been structured so as to enable those qualifying employees to receive shares free of income tax provided conditions in the current Australian tax legislation are satisfied. In accordance with those requirements, shares acquired under the Exempt Plan cannot be disposed of or sold until the earlier of three years after the date on which they are issued or the date on which the holder ceases to be an employee of Link Group. 6. Executive service agreements The key employment terms for the Managing Director and senior executives are summarised in the table below: Employment term & leave entitlements Notice period Post-employment restrictions Employment term Annual leave entitlement Company Employee Restraint period Non- solicitation period Open ended Open ended Open ended Open ended Open ended 6 weeks 5 weeks 4 weeks 4 weeks 4 weeks 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 12 months 6 months 6 months 6 months 6 months 12 months 12 months 12 months 12 months Senior executive John McMurtrie John Hawkins Suzanne Holden David Geddes Paul Gardiner All employment contracts contain: • • total remuneration packages (including mandatory superannuation contributions), plus car parking and any related FBT liability; the opportunity to participate in a short-term incentive plan. Details of the short-term incentive earned by the senior executives for FY2016 is set out in Section 3 of this report; • eligibility to participate in any long-term incentive plan introduced by Link Group; • express provisions protecting Link Group’s confidential information and intellectual property; and • post-employment restrictions covering non-competition, non-solicitation of clients and non-poaching of employees, within Australia and for a maximum duration of 12 months. Under the terms of all employment contracts, either party is entitled to terminate employment by giving 12 or 6 months written notice. Link Group may, at its election, make a payment in lieu of that notice based on the senior executives’ base remuneration package. Link Group can also terminate the employment contract on 12 or 6 months’ written notice where a senior executive becomes incapacitated by illness or injury for an accumulated period of more than six months in any 12 month period or where Link Group is advised by an independent medical officer that, due to physical or mental ill health, the relevant individual is unable to perform their duties on a permanent basis. Link Group may also terminate employment immediately and without further payment where the employee commits serious misconduct and on other similar grounds. 50 Link Group – Connecting people & technology 1. Directors’ Report (continued) Remuneration Report (continued) 7. Key management personnel remuneration Short term Post- employment Other long term Share- based payments Salary and fees Short-term incentive1 Non- monetary benefits Super- annuation benefits Long term incentive settlement2 Long service leave Total Performance share rights Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 792,759 453,333 7,135 1,253,227 635,734 600,000 - 1,235,734 614,783 556,250 10,075 1,181,108 542,933 600,000 11,046 1,153,979 586,869 212,500 10,050 809,419 454,775 200,000 8,748 663,523 480,692 177,083 11,502 669,277 34,308 18,783 33,908 33,183 19,308 18,783 35,000 – – – – – – – 465,887 - 11,046 476,933 18,783 799,713 489,588 177,083 11,337 678,008 22,308 – 416,449 - 11,046 427,495 18,783 799,713 – 66,511 25,084 56,605 13,317 13,590 6,926 3,742 21,270 26,455 – – – – – – – – – – 1,287,535 1,321,028 1,240,100 1,243,767 842,044 695,896 711,203 1,299,171 721,586 1,272,446 2016 2,964,691 1,576,249 50,099 4,591,039 144,832 – 66,597 – 4,802,468 2015 2,515,778 1,400,000 41,886 3,957,664 108,315 1,599,426 166,903 2016 948,005 2015 – – – – – 948,005 53,630 – – 2016 3,912,696 1,576,249 50,099 5,539,044 198,462 – – – – – 66,597 2015 2,515,778 1,400,000 41,886 3,957,664 108,315 1,599,426 166,903 – – – – – 5,832,308 1,001,635 – 5,804,103 5,832,308 in dollars Senior executives John McMurtrie John Hawkins3 Suzanne Holden David Geddes Paul Gardiner Total of Senior executives’ remuneration Total of Non- Executive Directors’ remuneration (see next page) Total of all Key Management Personnel remuneration 1. All short-term incentives, excluding any IPO related bonus, are subject to Board approval upon finalisation of the financial statements. 2. David Geddes and Paul Gardiner were each paid an agreed amount to settle a Long Term Incentive arrangement that ceased to exist as at 30 June 2015. 3. John Hawkins received a one-off IPO related bonus of $280,000 in addition to his short-term incentive bonus of $276,250 for the financial year ended 30 June 2016. Annual Financial Report 2016 51 1. Directors’ Report (continued) Remuneration Report (continued) 8. Non-executive Director remuneration The pool for payment of Non-Executive Directors’ fees is capped by the Company at $2 million per annum. Non-Executive Directors’ fees were set at the time of IPO, with reference to relevant market data. Any increase to that aggregate annual sum needs to be approved by Shareholders. Non-Executive Directors receive an annual fee for being a Board member and for being the Chairman or Member of Board Committees, with effect from 23 September 2015. Non-Executive Director fees are set out in the table below: Base fees Committee Risk and Audit Committee Human Resources and Remuneration Committee Nomination Committee Technology and Innovation Committee 1. Amounts are exclusive of GST and inclusive of any required superannuation payments. Fees paid to Non-executive Directors during the year were: Chairman fee1 Member fee1 $320,000 $160,000 $35,000 $28,000 – $17,500 $14,000 – $28,000 $14,000 Short-term Post- employment Risk and Audit Committee Base fee Human Resources and Remuneration Committee Technology and Innovation Committee Nomination Committee Super- annuation benefits Total in dollars Michael Carapiet Appointed 26 June 2015 Cameron Blanks Appointed 17 August 2006 Glen Boreham Appointed 23 September 2015 Paul McCullagh Appointed 28 July 2006 Sally Pitkin Appointed 23 September 2015 Fiona Trafford-Walker Appointed 23 September 2015 Sub-total Non-Executive Directors’ remuneration Total Non-Executive Directors’ remuneration1,2 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 247,385 11,936 9,549 – 112,910 – 112,910 – – – – – – 112,910 11,936 – – – – – 9,549 – – – 112,910 11,936 19,097 – – 112,910 23,872 – – – – – 811,935 59,680 38,195 – – – 811,935 59,680 38,195 – – – – – – – – – – – – – – – – – – – Total 278,419 – – – 9,549 278,419 – – – – 112,910 10,726 123,636 – – – 19,097 141,556 10,726 152,282 – – – – – – – – 124,846 10,726 135,572 – – – 143,943 10,726 154,669 – – – 9,549 146,331 10,726 157,057 – – – – 38,195 948,005 53,630 1,001,635 – – – – 38,195 948,005 53,630 1,001,635 – – – – 1. All fees are pro-rata from 23 September 2015. 2. Anne McDonald was appointed on 15 July 2016 and did not receive any fees in relation to the financial year ended 30 June 2016. 52 Link Group – Connecting people & technology 1. Directors’ Report (continued) Remuneration Report (continued) 9. Shareholdings The Board has adopted a Minimum Shareholding Policy to assist in aligning the interests of all Directors and senior executives (as determined by the Board from time to time) with the interests of Link Group’s shareholders. Each Non-Executive Director must hold a minimum number of shares, which is of equal value to one times their annual base fee (not including Committee membership or the higher fee for the Chairman). Each Non-Executive Director must meet the requirements of the policy within three years after the date of their appointment. Each senior executive must hold a minimum number of shares, which is of equal value to one times the senior executive’s base salary. Each senior executive must meet the requirements of the policy within three years of them becoming a participant in the Omnibus Equity Plan. Progress is monitored on an ongoing basis to ensure compliance with the policy. The movement during the reporting period in the number of ordinary shares in Link Administration Holdings Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Michael Carapiet Cameron Blanks Glen Boreham Paul McCullagh Sally Pitkin Fiona Trafford-Walker John McMurtrie John Hawkins Suzanne Holden David Geddes Paul Gardiner Held at 1 July 2015 Received on exercise of options / rights Other changes1 30 June 2016 Held at 851,465 71,179 – 311,783 – – 13,609,029 3,825,590 468,461 1,089,975 706,029 – – – – – – – – – – – 156,985 (28,556) 70,643 (125,085) 39,245 12,590 (940,849) (506,856) (112,294) 8,825 59,251 1,008,450 42,623 70,643 186,698 39,245 12,590 12,668,180 3,318,734 356,167 1,098,800 765,280 1. Consists of shares purchased and sold during the period. 10. Loans to key management personnel and their related parties Loans to key management personnel during the reporting period were as follows. All loans were interest free and were repaid during the year: Suzanne Holden David Geddes Paul Gardiner Total Balance at 1 July 2015 Balance at 30 June 2016 $ 628,126 565,133 565,133 1,758,392 $ – – – – Highest balance in period $ 628,126 565,133 565,133 1,758,392 Interest charged Interest not charged1 $ – – – – $ 11,448 10,300 10,300 32,048 1. Deemed value of interest not charged for the period. 11. Other transactions with key management personnel A number of Link Group’s Non-Executive Directors are Directors of other entities, which transacted with Link Group during the year. The terms and conditions of the transactions with these entities were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm’s length basis. From time to time, Directors of Link Group, or their related entities, may purchase services from Link Group. These purchases are on the same terms and conditions as those entered into by other Link Group employees or customers and are minor or trivial in nature. Annual Financial Report 2016 53 1. Directors’ Report (continued) Other Information Significant Changes in State of Affairs Listing Link Administration Holdings Limited listed on the Australian Securities Exchange (ASX) on 27 October 2015. A diversified group of both retail and institutional investors acquired shares in the Company at the time of listing. As part of listing on the ASX, the Company changed from a proprietary limited company to a public company, raised $500 million in issued capital and used some of the proceeds to repay borrowings. Other Matters Other than the matter discussed above, in the opinion of the Directors there were no significant changes in the state of the affairs of the Company or Link Group that occurred during the financial year ended 30 June 2016. Events Subsequent to Reporting Date On 23 August 2016, the Directors declared a final dividend of $28,783,786, which equates to 8.0 cents per share, franked to 18.7% in respect of the financial year ended 30 June 2016. The record date for determining entitlements to the dividend is 29 September 2016. Payment of the dividend will occur on 10 October 2016. Other than the matter described above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of Link Group, the results of those operations, or the state of affairs of Link Group, in future financial years. Likely Developments Further information about the likely developments in the operations of Link Group and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to Link Group. Environmental Regulation Link Group’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation. The Board believes Link Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to Link Group. A Sustainability Report, which communicates Link Group’s approach to dealing with environmental regulations will be approved by the Board and made available on the Link Group website at www.linkgroup.com. Indemnification and Insurance Indemnification and insurance of Directors and Officers of the Company and auditors comprise: Indemnification: The Company has agreed to indemnify, to the extent permitted by the Corporations Act, each Director and Officer in respect of certain losses and liabilities (including all reasonable legal expenses) which the Director or Officer may incur as a result of, or by reason of being a Director or Officer of Link Group or a related body corporate. The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. Insurance: In accordance with the provisions of the Corporations Act 2001, the Company has a Directors’ and Officers’ Liability policy which covers all Directors and Officers of Link Administration Holdings Limited and its Controlled Entities. The terms of the policy specifically prohibit disclosure of details of the amount of the insurance cover and the premium paid. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Corporate Governance The Board is committed to implementing the highest standards of corporate governance appropriate to Link Group, taking into account the Company’s size, structure and nature of its operations. A Corporate Governance Statement is in the process of being prepared to report against the 3rd edition of the ASX Corporate Governance Council’s Principles and Recommendations and the practices detailed in the Corporate Governance statement. The Corporate Governance Statement will be approved by the Board and made available on the Link Group website at www.linkgroup.com. 54 Link Group – Connecting people & technology 1. Directors’ Report (continued) Other Information (continued) Rounding Off The Company is of a kind referred to in ASIC Rounding instrument 2016/191 dated 1 April 2016 and in accordance with that rounding instrument, amounts in the financial statements and Directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. Non-audit services During the year KPMG, Link Group’s auditor, performed certain other services in addition to the audit of the financial statements amounting to $1,685,700 (2015: $218,880). The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the Risk and Audit Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: – All non-audit services were subject to the corporate governance procedures adopted by Link Group and have been reviewed by the Risk and Audit Committee to ensure they do not impact the integrity and objectivity of the auditor; and – The non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for Link Group, acting as an advocate for Link Group or jointly sharing risks and rewards. Details of the amounts paid to KPMG for audit and non-audit services provided during the year are disclosed in note 27 to the financial statements. Lead Auditor’s Independence Declaration The Lead Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 56 and forms part of the Directors’ Report for the year ended 30 June 2016. Signed in accordance with a resolution of the Board of Directors. Dated 23 August 2016 at Sydney. M Carapiet Chairman J M McMurtrie Managing Director Annual Financial Report 2016 55 1. Directors’ Report (continued) Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To: the directors of Link Administration Holdings Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2016 there have been: (i) (ii) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. KPM_INI_01 PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01 PAR_CIT_01 KPMG Andrew Yates Partner Sydney 23 August 2016 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Profession Standards Legislation. 56 Link Group – Connecting people & technology 2. Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2016 Revenue – rendering of services Expenses: Employee expenses Occupancy expenses IT costs Administrative and general expenses IPO related expenses Net acquisition and capital management related (expenses)/income Depreciation expense Intangibles amortisation expense Gain on financial assets held at fair value through profit and loss Finance income Finance costs Net finance costs Share of profit of equity accounted investee, net of tax Profit before tax Tax expense Profit for the year Other comprehensive income Items that will never be reclassified to profit or loss: Defined benefit remeasurement Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences for foreign operations, net of tax Net change in fair value of cash flow hedge, net of tax Other comprehensive income, net of tax Total comprehensive income for the year Note 2016 $’000 20151 $’000 775,896 588,343 11 12 15 5(a) (359,579) (37,558) (83,826) (127,307) (22,040) (873) (631,183) (11,242) (53,758) (65,000) 18,057 946 (38,828) (37,882) - 59,888 (17,432) 42,456 (300,542) (32,664) (56,056) (90,989) - 4,312 (475,939) (9,812) (50,391) (60,203) 3,424 1,005 (53,428) (52,423) 781 3,983 (677) 3,306 (91) (598) 1,145 2,886 4,031 3,940 46,396 3,665 (877) 2,788 2,190 5,496 The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to the financial statements. 1. Prior year comparatives have been restated to reflect the fair value adjustments to the purchase price allocation of prior period acquisitions during the measurement period. Refer to note 23. Annual Financial Report 2016 57 2. Financial Statements (continued) Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued) for the year ended 30 June 2016 Profit attributable to: Owners of the Company Non-controlling interests Profit for the year Total comprehensive income attributable to: Owners of the Company Non-controlling interests Total comprehensive income for the year Earnings per share Basic and diluted earnings per share 2016 $’000 42,069 387 42,456 46,039 357 46,396 20151 $’000 3,804 (498) 3,306 5,983 (487) 5,496 Cents per Share Cents per share 12.59 1.36 The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to the financial statements. 1. Prior year comparatives have been restated to reflect the fair value adjustments to the purchase price allocation of prior period acquisitions during the measurement period. Refer to note 23. 58 Link Group – Connecting people & technology 2. Financial Statements (continued) Consolidated Statement of Financial Position as at 30 June 2016 Current assets Cash and cash equivalents Trade and other receivables Other assets Current tax assets Total current assets Non-current assets Investments Plant and equipment Intangible assets Deferred tax assets Other assets Total non-current assets Total assets Current liabilities Trade and other payables Interest bearing loans and borrowings Derivative financial liabilities Provisions Employee benefits Current tax liabilities Total current liabilities Non-current liabilities Trade and other payables Interest-bearing loans and borrowings Derivative financial liabilities Provisions Employee benefits Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained earnings/(accumulated losses) Total equity attributable to equity holders of the parent Non-controlling interest Total equity Note 30 June 2016 $’000 30 June 20151 $’000 13(b) 6 7 18 11 12 5(d) 7 8 14 17(a) 9 10 8 14 17(b) 9 10 5(d) 20 21 22 30,153 95,823 13,324 30 139,330 67,019 47,284 844,733 55,677 268 1,014,981 31,835 85,018 10,678 242 127,773 34,432 22,618 862,435 69,623 408 989,516 1,154,311 1,117,289 87,925 198 – 46,260 38,627 1,074 174,084 22,534 291,922 – 15,462 7,723 60,524 398,165 572,249 582,062 689,004 (112,417) 4,999 581,586 476 582,062 72,693 24,007 208 54,069 35,975 441 187,393 6,527 765,596 3,915 32,634 9,187 62,894 880,753 1,068,146 49,143 202,481 (145,696) (7,761) 49,024 119 49,143 The consolidated statement of financial position is to be read in conjunction with the notes to the financial statements. 1. Prior year comparatives have been restated to reflect the fair value adjustments to the purchase price allocation of prior period acquisitions during the measurement period. Refer to note 23. Annual Financial Report 2016 59 2. Financial Statements (continued) Consolidated Statement of Changes in Equity as at 30 June 2016 Share capital $’000 Reserves $’000 Balance at 1 July 2015 202,481 (145,696) Retained earnings/ (accumulated losses) $’000 (7,761) 42,069 – – – – Non- controlling interest $’000 119 387 – – (30) (30) Total $’000 49,024 42,069 (91) 2,886 1,175 3,970 Total $’000 49,143 42,456 (91) 2,886 1,145 3,940 – (91) 2,886 1,175 3,970 3,970 42,069 46,039 357 46,396 29,309 (29,309) – – – – – – – – 486,523 486,523 689,004 – – – – (112,417) 4,999 486,523 486,523 581,586 – – – 476 – 486,523 486,523 582,062 Net profit Defined benefit remeasurement Net change in fair value of cash flow hedge, net of tax Foreign currency translation differences, net of tax Total other comprehensive income, net of income tax Total comprehensive income for the year Transfer from retained earnings to reserves Transactions with shareholders Issue of share capital, net of costs of raising capital and tax Total contributions by and distributions to owners Balance at 30 June 2016 The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements. 60 Link Group – Connecting people & technology 2. Financial Statements (continued) Consolidated Statement of Changes in Equity (continued) as at 30 June 2016 Share capital $’000 Reserves $’000 Balance at 1 July 2014 197,535 (147,879) Net profit Defined benefit remeasurement Net change in fair value of cash flow hedge, net of tax Foreign currency translation differences, net of tax Total other comprehensive income, net of income tax Total comprehensive income for the year Transfer from Retained Earnings to Reserves Transactions with shareholders Issue of ordinary shares, net of costs of raising capital and tax Disposal of partly controlled subsidiary Acquisition of non controlling interests in a subsidiary Dividends paid – – – – – – – 4,946 – – – Total contributions by and distributions to owners 4,946 – (598) (877) 3,654 2,179 2,179 6 – – (2) – (2) Retained earnings/ (accumulated losses) $’000 (11,559) 3,804 – – – – Non- controlling interest $’000 630 (498) – – 11 11 Total $’000 38,097 3,804 (598) (877) 3,654 2,179 Total $’000 38,727 3,306 (598) (877) 3,665 2,190 3,804 5,983 (487) 5,496 (6) – – – – – – – – 4,946 – (2) – 4,944 49,024 143 (154) (4) (9) (24) 119 5,089 (154) (6) (9) 4,920 49,143 Balance at 30 June 20151 202,481 (145,696) (7,761) The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements. 1. Prior year comparatives have been restated to reflect the fair value adjustments to the purchase price allocation of prior period acquisitions during the measurement period. Refer to note 23. Annual Financial Report 2016 61 2. Financial Statements (continued) Consolidated Statement of Cash Flows for the year ended 30 June 2016 Note Cash flows from operating activities Cash receipts in the course of operations Cash payments in the course of operations Interest received Dividend received Borrowing costs paid Income taxes paid Net cash provided from operating activities 13(a) Cash flows from investing activities Payments for plant and equipment Payments for software Acquisition of subsidiary, net of cash acquired Dividends from equity accounted investee Payments for investments Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Proceeds from the issue of shares and conversion of partly paid shares IPO related costs Acquisition of non-controlling interests Dividends paid to non-controlling interests 2016 $’000 845,683 (713,279) 132,404 434 296 (28,638) (1,593) 102,903 (15,295) (24,072) (7,111) - (14,599) (61,077) 358,380 (861,425) 499,738 (40,441) - - 20151 $’000 608,489 (525,232) 83,257 571 277 (48,974) (600) 34,531 (9,810) (25,261) (146,336) 1,223 (3,105) (183,289) 194,748 (44,864) 2,792 - (31) (9) Net cash (used in)/provided by financing activities (43,748) 152,636 Net (decrease)/increase in cash and cash equivalents (1,922) 3,878 Cash and cash equivalents at the beginning of the financial year Effect of exchange rate fluctuations on cash held 31,835 240 27,706 251 Cash and cash equivalents at the end of the financial year 13(b) 30,153 31,835 The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements 1. Prior year comparatives have been restated to reflect the fair value adjustments to the purchase price allocation of prior period acquisitions during the measurement period. Refer to note 23. 62 Link Group – Connecting people & technology 3. Notes to the Financial Statements Preparation of this Report 1. General Information Link Administration Holdings Limited (the “Company”) is a company incorporated and domiciled in Australia. The Company’s registered office and principal place of business is Level 12, 680 George Street, Sydney NSW 2000, Australia. The consolidated financial statements of Link Group as at and for the year ended 30 June 2016 comprise the Company and its subsidiaries and Link Group’s interest in associates and jointly controlled entities. Link Group is a for-profit entity. Link Group is a technology-enabled provider of outsourced administration services for superannuation fund administration, corporate markets and related value added services including fund administration, registry services, data management, analytics, digital communication and stake-holder education and advice. 2. Basis of preparation (a) Statement of compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB). The consolidated financial statements have been prepared on a going concern basis. The Directors of Link Administration Holdings Limited consider it probable that Link Group will continue to fulfil all obligations as and when they fall due for the foreseeable future and accordingly consider that Link Group’s financial statements should be prepared on a going concern basis. Link Group had positive cash flows from operating activities for the financial year ended 30 June 2016 and is forecasting positive operating cash flows in the 2017 financial year. Link Group also has undrawn facilities that, if required, will enable Link Group to fulfil obligations as and when they fall due. The deficiency of current assets over current liabilities is impacted by provisions raised in respect of contractual obligations and other restructuring activities. The consolidated financial statements were approved by the Board of Directors on 23 August 2016. (b) Basis of measurement The financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position: • derivative financial instruments are measured at fair value; and • non-derivative financial instruments at fair value through profit or loss are measured at fair value. (c) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency and the functional currency of the majority of Link Group. (d) Use of estimates and judgements The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in the following notes to the financial statements: • Note 12 – Key assumptions in Value in Use (VIU) calculations • Note 30(k) and 9 – Provisions • Note 5(e) – Utilisation of tax losses • Note 23 – Business combinations • Note 19 – Financial risk management Link Group assesses the fair value of its assets on a regular basis. As far as possible observable market data is used and assessed for compliance with IFRS. Each fair valued amount is then categorised into the different levels of the fair value hierarchy based on its inputs. Annual Financial Report 2016 63 3. Notes to the Financial Statements (continued) Preparation of this Report (continued) 2. Basis of preparation (continued) (e) Changes in accounting policies Link Group has consistently applied the accounting policies set out in Note 30 to all periods presented in these consolidated financial statements. There were no new standards or amendments to standards that Link Group was required to adopt during the financial year. (f) Parent entity information In accordance with the Corporations Act 2001, these consolidated financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in Note 24. (g) Rounding off The Company is of a kind referred to in ASIC Rounding instrument 2016/191 dated 1 April 2016 and in accordance with that Rounding instrument, all financial information presented in Australian dollars has been rounded to the nearest thousand unless otherwise stated. 64 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Operating Results 3. Operating segments Link Group has three reportable segments, as described below, which are Link Group’s key divisions. Each of the divisions offer different products and services and are managed separately because they require different technology and business strategies to service their respective markets and comply with relevant legislative or other requirements. Financial information for each division is provided regularly to Link Group’s Managing Director (the chief operating decision maker). The following summary describes the operations in each of Link Group’s reportable segments: • Fund Administration – provides administration services to superannuation funds. Link Group provides a fully integrated platform solution to its clients, covering all major front, middle and back office administration functions. • Corporate Markets – provides a comprehensive and integrated corporate market offering that connects issuers with their stakeholders. The division’s key services include shareholder management and analytics, stakeholder engagement, share registry, employee share plans and company secretarial. • Information, Digital and Data Services – is the technology hub of Link Group and a key driver of innovation. Information, Digital and Data Services provides core services of development and maintenance of proprietary IT systems and platforms, and value-added services of data analytics, digital solutions and digital communications. This division supports Fund Administration, Corporate Markets and a number of external clients. Segment revenue Fund Administration Corporate Markets Information, Digital and Data Services Total Segment revenue Eliminations Total revenue Operating EBITDA Fund Administration Corporate Markets Information, Digital and Data Services Total Segment Operating EBITDA Head Office Total Operating EBITDA Significant items: Business Combination costs Integration costs Client migration costs IT business transformation Settlement of legal claims Employee liabilities Fair value adjustments on joint venture on acquisition Total significant items 2016 $’000 561,933 197,506 206,538 965,977 (190,081) 2015 $’000 413,831 160,047 148,403 722,281 (133,938) 775,896 588,343 96,114 56,867 43,901 196,882 (6,282) 70,205 50,410 34,067 154,682 (4,189) 190,600 150,493 (696) (8,464) (6,470) (8,217) – – – (23,847) (6,675) (23,866) (8,154) (3,160) (3,804) (2,763) 10,333 (38,089) Annual Financial Report 2016 65 3. Notes to the Financial Statements (continued) Operating Results (continued) 3. Operating segments (continued) IPO related expenses Depreciation expense Intangibles amortisation expense – investments Intangibles amortisation expense – acquisitions Gain on financial assets held at fair value through profit and loss Finance income Finance expense Share of profit of equity accounted investee, net of tax Profit before tax Income tax expense Net profit after tax 2016 $’000 (22,040) (11,242) (22,166) (31,592) 18,057 946 (38,828) – 59,888 (17,432) 42,456 20151 $’000 – (9,812) (22,136) (28,255) 3,424 1,005 (53,428) 781 3,983 (677) 3,306 External revenue is the same as segment revenue for all segments except Information, Digital and Data Services, which had direct external revenues of $16.5 million (2015: $14.5 million). Segment assets Fund Administration Corporate Markets Information, Digital and Data Services Total segment assets Head office Total assets Geographical segment 471,768 370,187 185,977 1,027,932 126,379 477,160 362,580 178,981 1,018,721 98,568 1,154,311 1,117,289 Link Group operates predominantly in one geographical segment being Australia. Major Clients Link Group had two major clients in the Fund Administration division, which had combined revenues of $229,810,644 (2015: $158,160,530). 1. Prior year comparatives have been restated to reflect the fair value adjustments to the purchase price allocation of prior period acquisitions during the measurement period. Refer to note 23. 66 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Operating Results (continued) 4. Earnings per share (a) Basic earnings per share Profit for the year attributable to owners of the Company Weighted average number of ordinary shares (basic) Issued ordinary shares at 1 July Effect of allotment and issuances Basic weighted average number of ordinary shares (b) Diluted earnings per share Profit for the year attributable to owners of the Company Basic weighted average number of ordinary shares Effect of dilutive securities Weighted average number of ordinary shares (diluted) Basic and diluted earnings per share (cents) 2016 $’000 42,069 2015 $’000 3,804 Number of shares Number of shares ’000 ’000 281,305 52,972 334,277 $’000 42,069 279,709 307 280,016 $’000 3,804 Number of shares Number of shares ’000 334,277 – ’000 280,016 –- 334,277 280,016 12.59 1.36 Annual Financial Report 2016 67 3. Notes to the Financial Statements (continued) Operating Results (continued) 5. Taxation (a) Income tax expense Current tax expense Current year Adjustment for prior years Deferred tax (expense)/benefit Origination and reversal of temporary differences Adjustment for prior years Tax expense from continuing operations Profit before income tax 2016 $’000 (11,825) (602) (12,427) (5,634) 629 (5,005) (17,432) 59,888 2015 $’000 (6,451) 399 (6,052) 5,712 (337) 5,375 (677) 3,983 Prima facie income tax expense calculated at 30% on operating profit from ordinary activities: (17,966) (1,195) Effect of tax rates in foreign jurisdictions Non-deductible expenses Non-assessable income Recognition/(de-recognition) of previously unrecognised/(recognised) tax losses Over provision of tax in respect of prior years Income tax expense Movement in temporary differences Utilisation of recognised tax losses Income tax payable on current year profits (b) Effective tax rates for Australian and overseas operations 2016 Profit before tax $’000 Income tax expense $’000 Effective tax rate Profit before tax $’000 Australian operations Overseas operations 54,192 5,696 16,608 824 30.65% 14.47%2 Total 59,888 17,432 29.11% 1,438 2,545 3,983 (193) (1,457) 618 1,540 26 (17,432) 5,364 9,515 (2,553) 70 (2,698) 3,345 (261) 62 (677) (5,073) 5,282 (468) 2015 Income tax expense/ (benefit) $’000 (134) 811 677 Effective tax rate (9.32%)1 31.87% 16.99% 1. The effective tax rate was less than 30% predominately because Link Group made a fair value adjustment in its financial statements, that was not currently assessable for tax purposes and adjustments for non-deductible entertainment, legal fees, professional fees and acquisition costs, which were not deductible for tax purposes. 2. The overseas effective tax rate is lower than the prior year due to an unrealised foreign exchange gain in Germany, which is not assessable for tax purposes and the recognition of previously unrecognised tax losses that were incurred in a prior year. The overseas effective tax rate after adjusting for these permanent differences was 26.93%. 68 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Operating Results (continued) 5. Taxation (continued) (c) Tax recognised in other comprehensive income and equity 2016 Before tax $’000 Tax (expense)/ benefit $’000 Net of tax $’000 Before tax $’000 2015 Tax (expense)/ benefit $’000 Net of tax $’000 Foreign Currency Translation Reserve Cash flow hedge 1,477 4,123 5,600 (302) (1,237) (1,539) 1,175 2,886 4,061 3,645 (1,253) 2,392 9 376 385 (d) Deferred tax assets/(liabilities) Deferred tax asset: Provisions Accruals Business/acquisition related costs Borrowing costs Deferred income Cash flow hedge/swaption Plant, equipment & software Other Tax losses Deferred tax liability: Intangible assets Plant, equipment & software Other 2016 $’000 36,690 979 12,474 – 1,527 – – 743 3,264 55,677 (38,865) (15,097) (6,562) (60,524) 3,654 (877) 2,777 20151 $’000 47,411 1,319 5,276 4,176 – 1,382 675 – 9,384 69,623 (41,611) (20,524) (759) (62,894) (e) Unrecognised tax losses As at 30 June 2016, companies within Link Group had tax losses of $233.9 million (2015: $235.2 million) unrecognised for deferred tax purposes, available to offset against taxable income in future years. The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these losses because it is not probable that the conditions will be met to utilise them. (f) Franking credits Amount of franking credits available to shareholders for subsequent financial years The ability to use the franking credits is dependent on the ability to declare dividends. 2,310 2,239 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. Annual Financial Report 2016 69 3. Notes to the Financial Statements (continued) Operating assets and liabilities 6. Trade and other receivables Trade receivables Trade receivables – related parties Less: provision for impaired amounts Other related party receivables Other debtors 7. Other assets Current Prepayments Non Current Prepayments 8. Trade and other payables Current Trade creditors Deferred consideration Accrued operational expenses Other creditors and accruals Non-current Deferred consideration Other creditors and accruals 9. Provisions Current Provisions Non-current Provisions 2016 $’000 94,417 33 (1,758) 92,692 – 3,131 3,131 95,823 20151 $’000 81,139 106 (1,108) 80,137 2,154 2,727 4,881 85,018 13,324 10,678 268 408 15,436 1,509 20,330 50,650 87,925 1,985 20,549 22,534 13,228 1,257 17,222 40,986 72,693 3,511 3,016 6,527 46,260 54,069 15,462 32,634 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. 70 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Operating assets and liabilities (continued) 9. Provisions (continued) A reconciliation of the carrying amount of each material class of provisions is set out below: Balance at 1 July 2015 12,543 8,644 51,273 Self insured claims Restructuring $’000 $’000 Migration related $’000 Contractual liabilities incurred through business combinations Unwinding of finance charge Provisions made during the year Provisions used during the year Provisions reversed during the year Foreign exchange translation difference Balance at 30 June 2016 Current Non-current – – 10,444 (732) (2,976) (51) 19,228 9,728 9,500 – – 5,230 (3,855) (4,938) 4 5,085 5,085 – 2,119 4,100 – (35,086) – (7) 22,399 22,399 – Other $’000 14,243 – – 4,441 (3,644) – (30) 15,010 9,048 5,962 Total $’000 86,703 2,119 4,100 20,115 (43,317) (7,914) (84) 61,722 46,260 15,462 Self Insured Claims: Link Group self-insures for processing errors associated with the handling of administration activities for clients. Incidents that may give rise to a claim are measured at the cost that Link Group expects to incur in settling the claim, which may have or have not been reported. Restructuring provision: The restructuring provision is for redundancy expenses. The restructuring provision is based on estimates of the future costs associated with the redundancy. The provision calculation includes assumptions around the timing and costs of the redundancy. Migration related: The migration provisions represent contractual liabilities incurred through business combinations and other related liabilities. The migration provision recognised on acquisition is stated at fair value based on estimates of the costs required to perform the migration procedures contractually required under the agreements. Other: Other provisions are for onerous contracts, litigation, and make good liabilities. 10. Employee benefits Current Employee entitlements Non-current Employee entitlements 2016 $’000 20151 $’000 38,627 35,975 7,723 9,187 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. Annual Financial Report 2016 71 3. Notes to the Financial Statements (continued) Operating assets and liabilities (continued) 11. Plant and equipment Cost Balance at 1 July 2015 Acquisitions through business combinations Additions Effects of movements in exchange rates Disposals/write offs Balance at 30 June 2016 Depreciation and impairment losses Balance at 1 July 2015 Depreciation charge for the period Effects of movements in exchange rates Disposals/write offs Balance at 30 June 2016 Plant & equipment $’000 Fixtures and fittings $’000 Total $’000 78,155 125 36,078 (457) (63) 30,022 – 20,916 (99) – 50,839 113,838 (22,327) (4,454) 26 – (55,537) (11,242) 166 59 48,133 125 15,162 (358) (63) 62,999 (33,210) (6,788) 140 59 (39,799) (26,755) (66,554) Carrying amount at 30 June 2016 23,200 24,084 47,284 Cost Balance at 1 July 2014 Acquisitions through business combinations Additions Effects of movements in exchange rates Disposals/write offs Balance at 30 June 2015 Depreciation and impairment losses Balance at 1 July 2014 Depreciation charge for the period Effects of movements in exchange rates Disposals/write offs Balance at 30 June 2015 Carrying amount at 30 June 20151 36,041 2,721 9,649 221 (499) 48,133 (27,691) (5,984) (22) 487 (33,210) 14,923 28,242 1,203 506 72 (1) 30,022 (18,435) (3,828) (65) 1 64,283 3,924 10,155 293 (500) 78,155 (46,126) (9,812) (87) 488 (22,327) (55,537) 7,695 22,618 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. 72 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Operating assets and liabilities (continued) 12. Intangible assets Cost Balance at 1 July 2015 Acquisitions through business combinations Additions Transfers Effects of movements in exchange rates Disposals/Assets written off Balance at 30 June 2016 Amortisation and impairment losses Goodwill $’000 Client lists $’000 Software $’000 Brand Names $’000 Total $’000 586,481 6,187 – – 1,449 – 214,875 3,176 – – (851) – 297,340 226 25,015 168 (88) (15) 5,089 1,103,785 – – (168) (445) – 9,589 25,015 – 65 (15) 594,117 217,200 322,646 4,476 1,138,439 Balance at 1 July 2015 (2,500) (68,432) (169,255) (1,163) (241,350) Effects of movements in exchange rates Amortisation charge Disposals/Assets written off Balance at 30 June 2016 – – – 1,189 (18,212) – 133 (34,974) 15 65 (572) – 1,387 (53,758) 15 (2,500) (85,455) (204,081) (1,670) (293,706) Carrying amount at 30 June 2016 591,617 131,745 118,565 2,806 844,733 Cost Balance at 1 July 2014 Acquisitions through business combinations 445,077 141,498 137,370 75,835 Adjustment for prior year business combinations Additions Effects of movements in exchange rates Disposals/Assets written off Balance at 30 June 2015 Amortisation and impairment losses Balance at 1 July 2014 Effects of movements in exchange rates Amortisation charge Disposals/Assets written off Balance at 30 June 2015 (1,444) – 1,378 (28) – – 2,215 (545) 244,149 27,008 – 26,055 282 (154) 1,149 3,551 – – 389 – 827,745 247,892 (1,444) 26,055 4,264 (727) 586,481 214,875 297,340 5,089 1,103,785 (2,500) – – – (49,106) (611) (19,203) 488 (138,734) (115) (30,560) 154 (522) (13) (628) – (190,862) (739) (50,391) 642 (2,500) (68,432) (169,255) (1,163) (241,350) Carrying amount at 30 June 20151 583,981 146,443 128,085 3,926 862,435 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. Annual Financial Report 2016 73 3. Notes to the Financial Statements (continued) Operating assets and liabilities (continued) 12. Intangible assets (continued) Impairment testing for cash generating units (CGU) containing goodwill For the purpose of impairment testing, goodwill is allocated to Link Group’s operating divisions. The aggregate carrying amounts of goodwill allocated to each CGU are as follows: Fund Administration Corporate Markets Australia and New Zealand Corporate Markets Overseas Information, Digital and Data Services Total goodwill 2016 $’000 279,012 235,500 39,413 37,692 591,617 20151 $’000 277,913 234,378 33,998 37,692 583,981 The recoverable amounts of CGU’s were determined through value in use calculations. The value in use calculations applied a post- tax discounted cashflow model, based on a five year budget approved by the Board and an appropriate terminal value. Cashflows after the fifth year were projected at growth rates of 2.50% (2015: 3%) for Fund Administration, 2.50% (2015: 3%) for Corporate Markets Australia and New Zealand, 3.01% (2015: 3.19%) for Corporate Markets Overseas and 2.5% (2015: 3%) for Information and Data Services. All key assumptions were determined using the past experiences of Link Group and management. Where possible, assumptions were validated against external sources of information. The value in use calculations employed a range of pre-tax discount rates from 9.69% to 11.84% (2015: 11.31% to 12.31%). These rates relate to the risks in the respective segments and countries in which they operate. The discount rate used reflects management’s estimate of the time value of money and Link Group’s weighted average cost of capital (WACC), which is calculated separately for each CGU. Management is of the opinion that other reasonable changes in the key assumptions on which the recoverable amount of Link Group’s goodwill is based would not cause Link Group’s carrying amount to exceed its recoverable amount. 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. 74 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Operating assets and liabilities (continued) 13. Notes to the statement of cash flows (a) Reconciliation of net profit after tax to net cash inflow from operating activities Net profit after income tax Add/(less) non-cash items Depreciation Amortisation Unrealised foreign exchange loss/(gain) Share of profit from associates Unwinding discount on deferred acquisition Borrowing cost amortisation Fair value adjustments on acquisition Gain on financial assets held at fair value through profit & loss Net cash inflow from operating activities before changes in assets and liabilities IPO costs expensed through income statement Change in operating assets and liabilities Change in trade and other receivables Change in other assets Change in trade and other payables Change in provisions Change in current and deferred tax balances Net cash inflow from operating activities (b) Reconciliation of Cash Cash and cash equivalents 2016 $’000 42,456 11,242 53,758 233 - 4,564 5,048 - (18,057) 99,244 22,040 (10,666) (1,983) 8,985 (30,208) 15,491 102,903 20151 $’000 3,306 9,812 50,391 (15) (781) 326 4,203 (10,333) (3,424) 53,485 - (17,245) 591 (12,384) 10,307 (223) 34,531 30,153 31,835 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. Annual Financial Report 2016 75 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management 14. Interest bearing loans and borrowings Current Finance lease Loans Non–current Finance lease Loans Financing Arrangements Total facilities available: Amortising loan facility Non amortising term loan facility Capex and acquisition facility Working capital facility Facilities utilised at reporting date: Amortising loan facility Non amortising term loan facility Capex and acquisition facility Working capital facility Facilities not utilised at reporting date: Non amortising term loan facility Capex and acquisition facility Working Capital facility 2016 $000 198 – 198 465 291,457 291,922 – 550,000 – 30,000 580,000 – 293,000 – 12,959 305,959 Contractual interest rate at 30 June 2016 n/a 3.1-3.4% n/a 1.5-3.4% n/a 3.1-3.4% n/a 1.5% 0.48-0.6% 257,000 n/a 0.6% – 17,041 274,041 2015 $000 209 23,798 24,007 790 764,806 765,596 41,221 512,000 325,000 30,000 908,221 41,221 512,000 240,000 12,450 805,671 – 85,000 17,550 102,550 Facilities utilised at reporting date includes $12,959,000 (2015: $12,450,000) of guarantees provided to external parties, which have not been drawn down. Refer to Note 16. Link Group signed a new Syndicated Loan Facility on 18 September 2015, in preparation for refinancing following the Initial Public Offering (“IPO”). On 2 November 2015, Link Group repaid existing debt facilities in full ($811,221,000), and made a drawdown of $343,000,000 on the new Syndicated Loan Facility. Link Group repaid $50,000,000 of the new facility during the financial year. Link Group also has access to an uncommitted facility of $250,000,000 under the new Syndicated Loan Facility. This is an uncommitted revolving credit facility for general corporate purposes to fund acquisitions permitted under the facility (and related advisory fees, costs and expenses) and growth capital expenditure and to refinance existing debt of an acquired target. 76 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 15. Finance costs Loan interest expense Amortisation of capitalised borrowing costs Foreign exchange loss Other 16. Contingent liabilities Link Group has granted bank guarantees to the favour of: AFSL Performance Bond – Westpac/NAB Letter of Credit – STRATE Limited Letter of Credit – Railway Pension Nominees Limited Bank guarantee – ASX Bank guarantee – Westpac Bank guarantee – CBA 2016 $000 28,885 5,048 233 4,662 38,828 2015 $000 48,833 4,203 18 374 53,428 10,000 10,000 820 639 500 1,000 287 950 – 500 1,000 287 Australian Financial Services Licence (AFSL) Performance Bond A Guarantee for $10 million (2015: $10 million) is held with Westpac on behalf of a subsidiary of Link Group, Pacific Custodians Pty Limited, as a requirement of the subsidiary’s Australian Financial Services Licence (AFSL) requirements (AFSL Performance Bond). Letter of Credit The ZAR9,000,000 ($819,631) guarantee in favour of STRATE Limited (2015: ZAR9,000,000 or $950,000) covers any liability arising from Link Investor Services South Africa (Proprietary) Limited becoming a Central Securities Depository Participant and is provided by Westpac. The GBP350,784 ($638,602) guarantee in favour of Railway Pension Nominees Limited (2015:$nil) is held on behalf of a subsidiary as a requirement of their lease agreement. Bank guarantee The Westpac Banking Corporation (“Westpac”) guarantee of $500,000 (2015: $500,000) to the favour of ASX Settlement and Transfer Corporation Pty Limited covers any liability arising from a subsidiary being a Specialist Settlement Participant. A guarantee for $1,000,000 (2015: $1,000,000) is held in respect of a contractual requirement. A guarantee for $287,000 (2015: $287,000) is held with Commonwealth Bank of Australia Limited (“CBA”) on behalf of a subsidiary as a requirement of their lease agreement. 17. Derivative financial instruments a. Derivative financial liability – current Interest rate swap – cashflow hedge b. Derivative financial liability – non current Interest rate swap – cashflow hedge Further information on Link Group’s hedging policies is contained in Note 19. 2016 $000 – – 2015 $000 208 3,915 Annual Financial Report 2016 77 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 18. Investments Listed equity securities – at fair value through profit or loss Unlisted investments – at fair value through profit or loss 2016 $000 2,738 64,281 67,019 20151 $000 2,762 31,670 34,432 The equity securities have been designated at fair value through profit or loss because they are managed on a fair value basis and their performance is actively monitored. 19. Financial risk management Objectives Overview Link Group has exposure to the following risks from its use of financial instruments: • credit risk • liquidity risk • market risk Risk Management framework The Company’s Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Link Group has established risk management policies that identify and analyse the risks faced by Link Group, set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly. Credit Risk Credit risk is the risk of financial loss to Link Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and attaches principally to Link Group’s receivables from customers, cash and cash equivalents and other financial assets. The carrying amount of financial assets less any provisions for impairment represents the maximum credit exposure. Exposure to credit risk Link Group’s exposure to credit risk arises predominantly through its cash and cash equivalents and trade and other receivables. Cash and cash equivalent amounts as well as transactions involving derivative financial instruments are all held or maintained by banks and financial institutions with high credit ratings. Trade Receivables are monitored in line with Link Group’s credit policy. The credit quality of customers is assessed by taking into account their financial position, past experience and other relevant factors. Based on the above process, Link Group believes that all unimpaired trade and other receivables are collectible in full. The maximum exposure to credit risk for trade and other receivables at the end of the reporting period was as follows: Neither past due nor impaired Past due 1–30 days Past due 31–60 days Past due over 61 days 2016 $000 86,266 6,217 1,393 1,947 95,823 20151 $000 76,456 4,578 1,754 2,230 85,018 There were no material movements in the allowance for impairment in respect of trade and other receivables during the year. 1. Restated due to provisional acquisition accounting. Refer to note 23. 78 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 19. Financial risk management (continued) Liquidity Risk Liquidity risk is the risk that Link Group will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Link Group manages its liquidity risk by maintaining adequate cash reserves and available committed credit lines combined with continuously monitoring of actual and forecast cashflows on a short, medium and long term basis. See Note 14 for details of Link Group’s unused facilities at year end. The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments. The amounts include both interest and principal cashflows undiscounted and based on contractual maturity and therefore the totals will differ from those disclosed in the statement of financial position. It is noted that the interest repayments are based on forward interest rates and as such these amounts could vary however it is not expected that they will do so significantly from the amounts stated below. Carrying amount $000 Total $000 < 1 year $000 1–2 years $000 2–5 years $000 > 5 years $000 30 June 2016 Non-derivative liabilities Non interest bearing Trade and other payables Interest bearing Loans and borrowings Total non-derivative liabilities 30 June 2015 Non-derivative liabilities Non interest bearing Trade and other payables Interest bearing Loans and borrowings Total non-derivative liabilities Derivative liabilities Interest rate hedge Total derivative liabilities 110,459 110,459 90,851 2,016 5,709 11,883 292,120 402,579 338,873 449,332 10,179 101,030 10,127 12,143 318,567 324,276 – 11,883 79,220 79,220 76,673 1,260 881 789,603 868,823 838,116 917,336 59,604 136,277 777,931 779,191 581 1,462 4,123 4,123 4,196 4,196 2,687 2,687 1,509 1,509 – – 406 – 406 – – The timing impact of the hedge’s cashflow on profit or loss is the same as the cashflow timings disclosed above. The Company and a number of the subsidiaries are guarantors to Link Group’s loans and borrowings. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect Link Group’s income or carrying value of its holdings of financial instruments as at the year end. Foreign Currency Risk Link Group is exposed to currency risk on sales, purchases and foreign currency bank accounts that are denominated in a currency other than the functional currency of Link Group, being the Australian dollar (AUD). The overseas subsidiaries within Link Group transact in a different functional currency (Pound Sterling, New Zealand Dollar, South African Rand, Indian Rupee, Euro) and investments in these subsidiaries are not hedged. The effects of any exchange rate movements in respect to the net investment in foreign subsidiaries are recognised in the foreign currency translation reserve. Sensitivity testing was performed by increasing foreign exchange rates by 10% (2015: 10%) which would result in an immaterial effect on the profit before tax result and would result in a negative impact of $5,512,138 (2015: $2,953,860) to Link Group’s equity. A decrease of 10% would have an equal and opposite effect. Annual Financial Report 2016 79 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 19. Financial risk management (continued) Market risk (continued) Interest rate risk Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial instruments. Link Group is exposed to interest rate risk attaching specifically to Link Group’s financial assets and liabilities as well as through the maintenance of paying agent and escrow bank accounts administered on behalf of clients. Link Group’s primary financial assets impacted by changes in interest rates include cash and cash equivalents. Link Group’s primary financial liabilities impacted by interest rate movements include loans and borrowings. In accordance with Link Group’s policies and the terms of its debt facilities, Link Group implemented an interest rate hedging program in July 2013. The program aims to hedge the notional value of total floating rate loans and borrowings, net of cash and cash equivalents. Actual levels of hedging are assessed with consideration to economic circumstances and the level of indebtedness prevailing at the time, subject to Board approval. There were no hedge arrangements in place as at 30 June 2016, given reduced debt levels. Any hedging has historically used floating-to-fixed interest rate swaps and options which have the economic effect of converting borrowings from floating to fixed rates, thereby mitigating the effect of changes in floating interest rates on future cashflows. A sensitivity analysis was performed to assess the impact interest rates have on Link Group’s statement of financial performance, including the impact of hedging and escrow bank accounts. Sensitivity testing was performed by increasing interest rates by 1% (2015: 1%) as at reporting date which would result in an adverse effect on the profit and loss result of $538,000 (2015 favourable effect: $1,339,000). A decrease of 1% would have an equal and opposite effect. The assumed 1% change was chosen based on historical movements of official exchange rates and analysts forecasts. The method of calculation has not changed from the prior period. Capital management The Board’s policy is to maintain a capital base so as to provide shareholder and other stakeholder confidence and to sustain future development of the business. Capital consists of total equity less amounts accumulated in equity in relation to cashflow hedges, dividend reserves and other reserves. Link Group monitors capital using an adjusted net debt to market value ratio, which is adjusted net debt (interest bearing loans less cash) divided by equity after adjusting for the last traded share price. The equity adjusted for the last traded share price at year end is sufficient to provide confidence that Link Group maintains a strong capital base. A key ratio for Link Group is net financial indebtedness to earnings before interest, tax, depreciation and amortisation, (EBITDA). Net debt is calculated as interest bearing liabilities less cash and cash equivalents. Fair Value of financial instruments The following table details Link Group’s fair value amounts of financial instruments categorised by the following levels: • Level 1: quotes prices (unadjusted) in active markets for identical assets or liabilities • Level 2: inputs other than quoted prices included within 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 (unobservable inputs). 30 June 2016 Assets Unlisted investments designated at fair value through profit and loss Listed equity securities designated at fair value through profit and loss Level 1 $000 Level 2 $000 Level 3 $000 Total $000 – 3,752 60,529 64,281 2,738 2,738 – 3,752 – 60,529 2,738 67,019 80 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 19. Financial risk management (continued) Fair Value of financial instruments (continued) 30 June 20151 Assets Unlisted investments Listed equity securities designated at fair value through profit and loss Liabilities Derivative - Interest rate swap at fair value through profit and loss Level 1 $000 Level 2 $000 Level 3 $000 Total $000 – 2,050 29,620 31,670 2,762 2,762 – – – 2,050 4,123 4,123 – 29,620 2,762 34,432 – – 4,123 4,123 There have been no assets transferred between levels during the year (2015: none). The Level 2 derivatives are valued monthly by the financial institution which Link Group entered the contract with. These are valued using a discounted cash flow approach taking into account appropriate rates of discount and credit risk. The unlisted managed investment schemes were valued based at fair value through profit and loss. The fair value was based on quoted unit prices. The Level 3 unlisted investment held by Link Group is not listed on any stock exchange nor has a widely observable market price and as such its valuation was determined to be Level 3 under the fair value hierarchy. Management has assessed the fair value as appropriate based on a valuation performed by an independent valuer, using a discounted cash flow method based on 10 year forecasts, taking into account appropriate adjustments. This is supported by an arm’s length capital raising completed at the independent valuation per share prior to year end. Significant increases or decreases in future cash flows would increase or decrease, respectively, the fair value of the investment. Opening balance at the beginning of the financial year Purchase Net change in fair value Closing balance at the end of the financial year 2016 $000 29,620 12,934 17,975 60,529 2015 $000 22,554 3,666 3,400 29,620 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. Annual Financial Report 2016 81 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 19. Financial risk management (continued) Fair Value of financial instruments (continued) The following table sets out the carrying amount and fair value of those financial assets and financial liabilities held at fair value: Fair value vs carrying amounts Assets Financial assets measured at fair value Designated at fair value through profit and loss 2016 20151 Fair value $000 Carrying amount $000 Fair value $000 Carrying amount $000 Investments 67,019 67,019 34,432 34,432 Financial Assets not measured at fair value Loans and Receivables Cash and cash equivalents Trade and other receivables Liabilities Financial liabilities measured at fair value Fair value – hedging instruments Interest rate swaps Financial liabilities not measured at fair value Other Financial Liabilities Trade and other payables Interest bearing loans and borrowings 30,153 95,823 192,995 30,153 95,823 192,995 31,835 85,018 151,285 31,835 85,018 151,285 – – 4,123 4,123 110,459 292,120 402,579 110,459 292,120 402,579 79,220 789,603 872,946 79,220 789,603 872,946 The fair values of interest bearing loans and borrowings are not materially different to their carrying amounts since the interest payable on those borrowings is floating at current market rates. 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. 82 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 20. Contributed equity Issued and paid-up capital Balance at the beginning of the year Equity issued Equity raising costs, net of tax Balance at the end of the year Number of shares: Opening balance 1 July 2014 Conversion to ordinary shares from other classes Shares issued Balance as at 30 June 2015 Conversion to ordinary shares from other classes Shares issued under IPO Closing balance as at 30 June 2016 2016 $’000 202,481 500,014 (13,491) 689,004 2015 $’000 197,535 4,946 – 202,481 Ordinary Shares issued 000’s 242,259 8,612 800 251,671 29,634 78,493 359,798 Class A shares issued 000’s Preference shares issued 000’s Management performance shares issued 000’s 19,413 10,221 – – 19,413 (19,413) – – – – 10,221 (10,221) – – 7,816 (8,612) 796 – – – – Ordinary shares The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid. Holders of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. Class A shares Holders of Class A shares were entitled to receive dividends as declared from time to time but are not entitled to vote at shareholders’ meetings. In the event of winding up of the Company, Ordinary and Class A shareholders rank equally after all other shareholders and creditors and are fully entitled to any proceeds of liquidation. Class A shares automatically converted to Ordinary shares at the Initial Public Offering (“IPO”). Preference shares Holders of Preference shares were entitled to receive dividends as declared from time to time and are entitled to vote at shareholders’ meetings. The dividends are non-cumulative and non-interest bearing. The preference element relates to the return to the shareholder on exit and insolvency, in that the investor receives a return equivalent to 10% p.a. in priority to other equity investors and then achieves returns equivalent to other investors above this return. Preference shares automatically converted to Ordinary shares at the IPO. Annual Financial Report 2016 83 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 21. Reserves Share Compensation reserve The reserve for own shares represents the cost of ordinary shares held by an equity compensation plan that will be issued to settle entitlements under share based payment plans. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Distributable profits reserve The distributable profits reserve is available to enable the payment of future dividends. Cashflow Hedge reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet settled. Foreign Currency Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity, as well as from the translation of liabilities that hedge the Company and Link Group’s net investment in a foreign subsidiary. Acquisition reserve The reserve for acquisition represents the purchase of non-controlling interests where there is no change in control. The accounting standards prescribe that the value of such acquisitions should be accounted for as equity transactions instead of accounting for them as an adjustment to Goodwill. Defined benefit reserve The defined benefit reserve represents the remeasurement of the net defined benefit liability and comprises the actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest). Pre-acquisition profits paid reserve The pre-acquisition profits paid reserve represents dividends paid on consolidation from pre and post-acquisition profits in a prior period. 84 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Capital structure, financing and risk management (continued) 21. Reserves (continued) Consolidated Balance at 1 July 2015 Net profit Other comprehensive income: Total comprehensive income for the year Transactions with shareholders Transfer from retained earnings to reserves Transfers within reserves Share Compen- sation reserve $’000 3,144 – – – – – Distri- butable profits reserve $’000 Cashflow Hedge reserve $’000 Foreign Currency Translation reserve $’000 Acquisition reserve $’000 Pre- acquisition Profits Paid reserve $’000 Defined Benefit Reserve $’000 Total $’000 (2,886) (7,229) (8,562) (1,018) (129,145) (145,696) – – – – 29,309 588 – – 2,886 1,175 2,886 1,175 – – – – – – – – – – – (91) (91) – – – – – – (588) – 3,970 3,970 29,309 – Balance at 30 June 2016 3,144 29,897 (6,054) (8,562) (1,109) (129,733) (112,417) Balance at 1 July 2014 3,144 Net profit Other comprehensive income: Total comprehensive income for the year Transactions with shareholders Acquisition of non controlling interests Transfer from retained earnings to reserves – – – – – Balance at 30 June 20151 3,144 – – – – – – – (2,009) (10,883) (8,560) (420) (129,151) (147,879) – – (877) 3,654 (877) 3,654 – – – – – – – (2) – – (598) (598) – – – – – – 6 – 2,179 2,179 (2) 6 (2,886) (7,229) (8,562) (1,018) (129,145) (145,696) 22. Retained earnings / (accumulated losses) Accumulated losses at the beginning of the financial year Net profit attributable to equity holders Transfer from retained earnings to reserves Retained earnings/(accumulated losses) at the end of the year 2016 $000 (7,761) 42,069 (29,309) 4,999 2015 $000 (11,559) 3,804 (6) (7,761) 1. Restated due to amendment of provisional acquisition accounting. Refer to note 23. Annual Financial Report 2016 85 3. Notes to the Financial Statements (continued) Group structure 23. Business combinations In addition to organic growth, Link Group seeks to grow through acquisitions and leverage the existing systems, skillsets and processes to improve client satisfaction and obtain synergies to drive positive returns for shareholders. (i) Acquisitions On 13 October 2015, Link Group acquired 100% of the shares and voting interests of HCE Haubrok AG, a company incorporated in Germany. Link Group also entered into an agreement with AON to provide third party Fund Administration services to AON and certain AON clients, which was accounted for as a business combination. The acquisitions were not material to Link Group’s assets or results. The provisional acquisition accounting has been accounted for in the consolidated financial statements as follows: Cash consideration paid or payable Contractual liabilities assumed on acquisition Less deferred tax asset recognised on contractual liabilities Less: fair value of net identifiable assets acquired Goodwill Identifiable assets acquired and liabilities assumed: Cash Receivables Plant and equipment Client Lists Software Payables Employee benefits Tax payable Deferred tax liabilities Net assets 30 June 2016 $000 7,951 2,119 (593) 9,477 (3,290) 6,187 2,247 730 125 3,176 226 (1,974) (148) (74) (1,018) 3,290 The fair values of assets and liabilities at 30 June 2016 are measured on a provisional basis, whereby the accounting balances for the acquisition may be revised in accordance with AASB 3 – Business Combinations. The measurement period for the HCE Haubrok and AON business combinations remains open. The provisional acquisition accounting that was adopted in preparing the Link Group interim financial statements has been subsequently amended as at 30 June 2016 to reflect non-material changes in the purchase price and Link Group’s assessment of system related migration obligations. (ii) Amendment of provisional acquisition accounting During the year, Link Group identified new information regarding facts and circumstances that existed at acquisition date that resulted in adjustments to the provisional acquisition accounting for Superpartners and Link Market Services Limited (New Zealand) acquisitions in accordance with AASB 3 Business Combinations. With respect to Superpartners, Link Group subsequently quantified the fair value of the commitments made prior to acquisition to deliver software to Superpartners’ clients and obtained more clarity around pre-acquisition tax obligations resulting in adjustment to the provisional accounting, with a net increase of $2.8m of goodwill. Link Group notes that the measurement period for Superpartners is now complete. 86 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Group structure (continued) 23. Business combinations (continued) (ii) Amendment of provisional acquisition accounting (continued) In relation to Link Market Services Limited (New Zealand), Link Group subsequently obtained further information with respect to the valuation of assets and liabilities acquired resulting in an adjustment in the valuation of assets and liabilities and total consideration, resulting in a net increase in goodwill of $0.4m. The measurement period for Link Market Services Limited (New Zealand) is now complete. Goodwill has been recognised as follows: Total consideration Less: provisional value of identifiable net assets Add: fair value adjustment to identifiable net assets due to finalisation of Purchase Price Allocation Goodwill - restated 30 June 2016 $000 214,563 (76,305) 3,240 141,498 24. Parent entity disclosures As at, and throughout, the financial year ended 30 June 2016 the ultimate parent entity of Link Group was Link Administration Holdings Limited. Result of parent entity Profit for the year Other comprehensive income Total comprehensive income for the year Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Total equity of the parent entity comprising of: Contributed equity Share compensation reserve Distributable profits reserve Accumulated losses Total equity 2016 $’000 29,309 – 29,309 135 653,050 – – 689,004 3,144 29,897 (68,995) 653,050 2015 $’000 6 – 6 4,794 137,390 170 170 202,483 3,144 588 (68,995) 137,220 Other than those disclosed in Notes 16 and 19, the parent entity has no contingent liabilities, contractual commitments or guarantees with third parties as at 30 June 2016 (2015: none). Annual Financial Report 2016 87 3. Notes to the Financial Statements (continued) Group structure (continued) 25. Controlled entities Subsidiaries Link Administration Pty Limited Link Digital Solutions Pty Limited (formerly Link Infrastructure Services Pty Limited) Link Investor Services Pty Limited Link Market Services Group Pty Limited Link Market Services Holdings Pty Limited Link Market Services Limited Pacific Custodians Pty Limited Link MS Services Pty Limited Link Share Plan Pty Limited Link Market Services South Africa (Pty) Limited PNG Registries Pty Limited Orient Capital Pty Limited Orient Capital Limited Corporate File Pty Limited Open Briefing Pty Limited Australian Administration Services Pty Limited AAS Superannuation Services Pty Limited aaspire Pty Limited Atune Financial Solutions Pty Limited Primary Superannuation Services Pty Limited The Superannuation Clearing House Pty Limited Complete Corporate Solutions Pty Limited Company Matters Pty Ltd The Australian Superannuation Group (WA) Pty Ltd Link DigiCom Pty Limited (formerly City Mail Room Pty Limited) Link Intime India Private Ltd Link Business Services Pty Ltd Link Administration Services Pty Limited Link Advice Pty Limited (formerly Money Solutions Pty Limited) Link Super Pty Limited Country of incorporation Australia Australia South Africa Australia Australia Australia Australia Australia Australia South Africa Papua New Guinea Australia United Kingdom Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia India Australia Australia Australia Australia % Ownership interest consolidated 2016 % Ownership interest consolidated 2015 100 100 88.9 100 100 100 100 100 100 88.9 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 88.9 100 100 100 100 100 100 88.9 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 88 Link Group – Connecting people & technology 3. Notes to the Financial Statements (continued) Group structure (continued) 25. Controlled entities (continued) Subsidiaries PSI Superannuation Management Pty Limited Empirics Marketing Pty Limited FuturePlus Financial Services Pty Limited Link Property Pty Limited FuturePlus Legal Services Pty Limited Accrued Holdings Pty Limited Synchronised Software Pty Limited Link Market Services (EMEA) Limited Link Market Services (Germany) GmbH Registrar Services GmbH HCE Haubrok AG Pacific Custodians (Nominees) (RF) Pty Limited D.F. King Limited Link Administration Support Services Pty Limited Superpartners Pty Limited Link Administration Resource Services Pty Limited Link Market Services (New Zealand) Limited Pacific Custodians (New Zealand) Limited 26. Related parties Country of incorporation Australia Australia Australia Australia Australia Australia Australia United Kingdom Germany Germany Germany South Africa United Kingdom Australia Australia Australia New Zealand New Zealand (a) Key Management Personnel compensation The aggregate Key Management Personnel (“KMP”) compensation comprised the following: Short term employee benefits Post-employment benefits Other long term benefits % Ownership interest consolidated 2016 % Ownership interest consolidated 2015 100 51.3 100 100 100 51.3 100 100 100 100 100 88.9 100 100 100 100 100 100 100 51.3 100 100 100 51.3 100 100 100 100 - 88.9 100 100 100 100 100 100 2016 $ 5,539,044 198,462 66,597 5,804,103 2015 $ 3,957,664 108,315 1,766,329 5,832,308 (b) Other related party transactions During the year ended 30 June 2016, consultancy fees were paid to Macquarie Capital (Australia) Limited of $7,755,427 (2015: $2,009,446). The balances outstanding as at 30 June 2016 were $nil (2015: $nil). During the year ended 30 June 2016, fees were paid to Pacific Equity Partners Pty Limited of $1,091 (2015: $76,104). The balances outstanding as at 30 June 2016 were $nil (2015: $nil). Link Group had $nil (2015: $1,758,392) of unsecured loans to members of KMP at 30 June 2016. During the financial year ended 30 June 2016, all unsecured loans to members of KMP were fully repaid. These loans were interest free and subject to repayment at the time and date on which shares were sold in connection with an exit event. Annual Financial Report 2016 89 3. Notes to the Financial Statements (continued) Other disclosures 27. Auditor’s remuneration Audit of the financial statements Auditor of the Company Audit related services Auditor of the Company Other services Auditor of the Company ‘Other services’ includes accounting and IPO related work provided during the financial year. 28. Commitments Non-cancellable operating lease commitments Operating lease rentals are payable as follows: Not later than one year Later than one year but not later than five years More than five years 2016 $ 2015 $ 1,072,810 786,168 598,870 551,908 1,685,700 3,357,380 218,880 1,556,956 2016 $’000 2015 $’000 39,534 110,328 146,731 296,593 37,854 115,807 166,750 320,411 29. Subsequent events On 23 August 2016, the Directors declared a final dividend of $28,783,786, which equates to 8.0 cents per share, franked to 18.7% in respect of the financial year ended 30 June 2016. The record date for determining entitlements to the dividend is 29 September 2016. Payment of the dividend will occur on 10 October 2016. Other than the matter described above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of Link Group, the results of those operations, or the state of affairs of Link Group, in future financial years. 90 Link Group – Connecting people & technology 4. Accounting Policy Notes to the Financial Statements 30. Significant accounting policies Link Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements. (a) Basis of consolidation (i) Business combinations All Business Combinations are accounted for by applying the acquisition method. For every Business Combination, Link Group identifies the acquirer, which is the combining entity that obtains control of the other combining entities or businesses. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another. Measuring goodwill Link Group measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as at the acquisition date. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. Consideration transferred includes the fair values of the assets, liabilities and contingent liabilities, including liabilities incurred by Link Group to the previous owners of the acquiree and equity interests issued by Link Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily in the Business Combination. Transaction costs Transaction costs that Link Group incurs in connection with a Business Combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed as incurred. (ii) Subsidiaries Subsidiaries are entities controlled by the Company. Control exists when Link Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed on acquisition when necessary to align them with the policies adopted by Link Group. (iii) Transactions eliminated on consolidation Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. (b) Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at foreign exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on translation are recognised in profit or loss. (ii) Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Australian dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income and presented in equity in the Foreign Currency Translation Reserve. Annual Financial Report 2016 91 4. Accounting Policy Notes to the Financial Statements (continued) 30. Significant accounting policies (continued) (c) Financial Instruments (i) Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity, trade and other receivables, cash and cash equivalents, interest- bearing loans and borrowings, and trade and other payables. A financial instrument is recognised if Link Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if Link Group’s contractual rights to the cash flows from the financial assets expire or if Link Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised if Link Group’s obligations specified in the contract expire or are discharged or cancelled. Accounting for any gains and losses through profit or loss on initial recognition or subsequent measurement are recognised in ‘gains or losses on financial assets held at fair value through profit and loss’. Measurement Non-derivative financial instruments are recognised initially at fair value less, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured as described below. Financial assets at fair value through profit or loss Financial instruments at fair value through profit or loss are measured at fair value and changes therein are recognised in ‘gains or losses on financial assets held at fair value through profit and loss’. Other Other non-derivative financial instruments are subsequently measured at amortised cost using the effective interest method, less any impairment losses. Trade and other payables and interest-bearing loans and borrowings are classified as financial liabilities. Trade and other receivables and cash and cash equivalents are classified as loans and receivables. Cash and cash equivalents comprise cash balances and call deposits. (ii) Derivative financial instruments Link Group holds derivative financial instruments to hedge its interest rate risk exposures. Derivatives are recognised at fair value. Transaction costs attributable to the derivative are recognised in profit or loss when incurred. Hedging On entering into a hedging relationship, Link Group formally designates and documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. Hedges that are expected to be highly effective in achieving offsetting changes in fair value or cash flows are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they are designated. Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecasted transaction, the effective part of any changes in the fair value of the derivative financial instrument are recognised directly in equity. To the extent that the hedge is ineffective, changes in fair value are recognised in profit and loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in equity remains there until the forecast transaction occurs, when it is then transferred to profit or loss. When the hedged item subsequently results in a non-financial asset or liability, the amount previously recognised as other comprehensive income in equity is transferred to the carrying amount of the asset when it is recognised. 92 Link Group – Connecting people & technology 4. Accounting Policy Notes to the Financial Statements (continued) 30. Significant accounting policies (continued) (d) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares are recognised as a deduction from equity, net of any related income tax benefit. Dividends Dividends are recognised as a liability in the period in which they are declared. (e) Plant and equipment (i) Recognition and measurement Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment. (ii) Depreciation Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment from the date it is ready for use. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that Link Group will obtain ownership by the end of the lease term. The estimated useful lives for the current and comparative periods are as follows: • office equipment • • fixtures and fittings leased plant and equipment 3–8 years 2–10 years 3–10 years Depreciation methods, useful lives and residual values are reassessed at the reporting date. (f) Intangible assets (i) Goodwill Goodwill arises on the acquisition of subsidiaries and joint controlled entities. Goodwill represents the excess of the cost of the acquisition over Link Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. Subsequent to initial measurement, goodwill is measured at cost less accumulated impairment losses. (ii) Software Link Group has developed in-house software applications to meet business and client needs and enable operational efficiencies to be achieved. Software that is capitalised is classified as an intangible asset by Link Group. Development expenditure is capitalised only if development costs are directly attributable, can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and Link Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Other software development costs are expensed as incurred. Capitalised software development costs are amortised on a straight line basis from the date they are held ready for use, over the period during which the related benefits are expected to be realised. The expenditure capitalised includes the costs of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Capitalised software is stated at cost less accumulated amortisation and impairment losses. (iii) Other intangible assets Other intangible assets that are acquired by Link Group, which have finite useful lives, are measured at cost less accumulated amortisation and impairment losses. (iv) Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. Annual Financial Report 2016 93 4. Accounting Policy Notes to the Financial Statements (continued) 30. Significant accounting policies (continued) (f) Intangible assets (continued) (v) Amortisation Amortisation is charged to the profit or loss on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite from the date they are available for use. Intangible assets with an indefinite useful life are systematically tested for impairment at each reporting date. The estimated useful lives for the current and comparative periods are as follows: • software • client lists • brand names 2–9 years 3–20 years 5–10 years (g) Trade and other receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised costs less provision for doubtful debts. Trade receivables are generally due after 14 to 30 days. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off when identified. A provision for doubtful debts is established when there is objective evidence that Link Group will not be able to collect all amounts due according to the original terms of receivables. (h) Impairment (i) Financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. Individually significant financial assets are tested for impairment on an individual basis. All impairment losses are recognised in profit or loss. (ii) Non-financial assets The carrying amounts of Link Group’s non-financial assets, other than deferred tax assets 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. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill and any other intangible assets with indefinite lives acquired in a business combination, for the purpose of impairment testing, is allocated to cash- generating units that are expected to benefit from the synergies of the combination. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. (i) Employee benefits (i) Long-term employee benefits Link Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on-costs; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. (ii) Short-term benefits Liabilities for employee benefits for wages, salaries, and annual leave represent present obligations resulting from employees’ services provided to reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates that the Company wholly expects to pay as at the reporting date including related on-costs, such as workers compensation insurance and payroll tax. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if Link Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. 94 Link Group – Connecting people & technology 4. Accounting Policy Notes to the Financial Statements (continued) 30. Significant accounting policies (continued) (i) Employee benefits (continued) (iii) Short-term benefits — deferred Certain members of management are eligible to receive an annual short term incentive (STI), subject to achieving targets as against key performance indicators agreed with the Board for that year. If these targets are met, 50% of any STI entitlement will be provided as a cash payment, with 25% of that STI entitlement being deferred for 12 months after the first payment and the final 25% being deferred for a further 12 months. Those deferred STI components may be paid in cash or in the form of shares and are subject to completion of service periods. Link Group’s net obligation in respect of deferred STI is the amount of future benefit that employees have earned in return for their service in the current and prior periods, discounted to determine its present value. (j) Trade and other payables Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost. (k) Provisions A provision is recognised if, as a result of a past event, Link Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is treated as a finance expense. (i) Restructuring A provision for restructuring is recognised when Link Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for. (ii) Self insured claims Link Group self-insures for processing errors associated with the handling of administration activities for clients. Incidents that may give rise to a claim are measured at the cost that Link Group expects to incur in settling the claim, which may or may not have been reported. (iii) Onerous contracts A provision for onerous contracts is recognised when the expected benefits to be derived by Link Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, Link Group recognises any impairment loss on the assets associated with that contract. (l) Segment reporting As a result of the IPO during the year, Link Group has provided the segment disclosures in the consolidated financial statements in accordance with under AASB 134. Segment results that are reported to Link Group’s Managing Director (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. (m) Earnings per share As a result of the IPO that occurred during the year, Link Group has presented basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit and loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees. (n) Revenue Revenue is earned from rendering of services to customers outside Link Group. Revenue is recognised on an accruals basis in the period in which it is earned, to the extent that it is probable that the economic benefits will flow to Link Group and the revenue can be reliably measured. Annual Financial Report 2016 95 4. Accounting Policy Notes to the Financial Statements (continued) 30. Significant accounting policies (continued) (o) Expenses (i) Lease payments Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. (ii) Finance expense Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, impairment losses recognised on financial assets and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis. Ancillary costs incurred in connection with the arrangement of borrowings are netted against the relevant borrowings and amortised over their life. (p) Income tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a Business Combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. The measurement of deferred tax reflects the tax consequences that would follow the manner in which Link Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (i) Tax consolidation The Company and its wholly-owned Australian resident entities are part of a tax consolidated group. As a consequence, all members of the tax-consolidated group are taxed as a single entity. The head entity within the tax consolidated group is Link Administration Holdings Limited. (ii) Tax funding and tax sharing agreements The tax-consolidated group has entered into a tax sharing agreement that requires wholly-owned subsidiaries to make contributions to the head entity for current tax liabilities. Under the tax funding agreement, the subsidiaries reimburse Link Administration Holdings Limited for their portion of Link Group’s current tax liability and recognise this payment as an inter-entity payable/receivable in their financial statements. Link Administration Holdings Limited reimburses the subsidiaries for any deferred tax asset arising from unused tax losses and/or tax credits. (q) Goods and services tax Revenue, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the ATO. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. 96 Link Group – Connecting people & technology 4. Accounting Policy Notes to the Financial Statements (continued) 30. Significant accounting policies (continued) (r) New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2015 and have not been applied in preparing these consolidated financial statements. Those which may be relevant to Link Group are set out below. Link Group does not plan to adopt these standards early. AASB 9 Financial Instruments replaces the existing guidance in AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from AASB 139. AASB 9 is effective for annual reporting periods beginning on after 1 January 2018, with early adoption permitted. An assessment of the new standard is ongoing and it is not expected to have a material impact on Link Group. AASB 15 Revenue from Contracts with Customers supersedes nearly all existing revenue recognition guidance under Australian Accounting Standards. The core principle of AASB 15 is to recognise revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. AASB 15 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing Australian Accounting Standards. These include, but are not limited to, identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. AASB 15 will be required to be applied by Link Group for the financial year ended 30 June 2019, however is available for early adoption. On application, the standard will be applied using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined in AASB 15; or (ii) the cumulative effect of initially applying AASB 15 recognised at the date of initial application, with no restatement of comparatives presented. Link Group is currently evaluating the potential impact on its consolidated financial statements resulting from the application of AASB 15. AASB 16 Leases removes the lease classification test for lessees and requires all leases (including those classified as operating leases) to be brought onto the balance sheet. There is new guidance on when an arrangement would meet the definition of a lease. AASB 16 is effective for annual reporting periods beginning on or after 1 January 2019, with early adoption permitted where AASB 15 Revenue from Contracts with Customers is adopted at the same time. Link Group is assessing the potential impact of the application of AASB 16 on its financial statements, including the potential impact of the various transition provisions available to Link Group. On a high level basis, if Link Group was to adopt AASB 16 as at 30 June 2016, the present value of the future minimum lease payments for non-cancellable operating leases as noted in Note 28 would be recognised as a financial liability in the statement of financial position, and under one of the transition provisions available to Link Group, it would recognise a corresponding amount as a right-of-use asset. Annual Financial Report 2016 97 5. Directors’ Declaration 1. In the opinion of the Directors of Link Administration Holdings Limited (‘the Company’): (a) The consolidated financial statements and notes that are set out on pages 57 to 97 and the Remuneration Report on pages 24 to 30 in the Directors’ report are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of Link Group’s financial position as at 30 June 2016 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 given the declarations required by Section 295A of the Corporations Act 2001 from the Managing Director and the Chief Financial Officer for the financial year ended 30 June 2016. 3. The Directors draw attention to Note 2(a) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the Directors: Dated 23 August 2016 at Sydney. M Carapiet Chairman J M McMurtrie Managing Director 98 Link Group – Connecting people & technology 6. Independent Auditor’s Report Independent auditor’s report to the members of Link Administration Holdings Limited Report on the financial report We have audited the accompanying financial report of Link Administration Holdings Limited (the Company), which comprises the consolidated statement of financial position as at 30 June 2016, and consolidated statement of profit or loss and comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 30 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group, comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2(a), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Profession Standards Legislation. Annual Financial Report 2016 99 6. Independent Auditor’s Report (continued) Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2(a). Report on the Remuneration Report We have audited the Remuneration Report included in pages 24 to 30 of the directors’ report for the year ended 30 June 2016. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with auditing standards. 47 to 53 Auditor’s opinion In our opinion, the Remuneration Report of Link Administration Holdings Limited for the year ended 30 June 2016, complies with Section 300A of the Corporations Act 2001. KPMG Andrew Yates Kim Lawry Partner Partner Sydney 23 August 2016 100 Link Group – Connecting people & technology Additional shareholder information Additional information required by the Australian Securities Exchange (ASX) and not shown elsewhere in this report is as follows. The information is current at 14 September 2016. Substantial shareholders Name National Australia Bank Limited and its associated entities Ausbil Investment Management Limited AustralianSuper Pty Ltd Distribution of shareholders Number of Shares 20,846,348 22,593,202 28,345,695 Current Interest Date became a Substantial Shareholder 5.79% 6.28% 7.88% 8 September 2016 8 September 2016 27 October 2015 There are 3,740 holders of 359,797,322 ordinary shares. There are no other classes of equity securities on issue on 14 September 2016. 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over Total Ordinary Shares Number of Holders Number of Shares 979 1,846 485 356 74 3,740 477,114 4,826,750 3,570,121 8,514,441 341,808,896 359,797,322 Unmarketable parcel of shares The number of shareholders holding less than a marketable parcel of fully paid ordinary shares is 61. A marketable parcel represents 63 fully paid ordinary shares at the closing share price of $7.960 on 14 September 2016. Top twenty shareholders Name J P Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited National Nominees Limited Citicorp Nominees Pty Limited BNP Paribas Noms Pty Ltd Brispot Nominees Pty Ltd Boston & Baxter Pty Limited BNP Paribas Nominees Pty Ltd AMP Life Limited John Menzies McMurtrie UBS Nominees Pty Ltd RBC Investor Services Australia Pty Limited Citicorp Nominees Pty limited William John Hawkins Mr Phillip Muhlbauer HSBC Custody Nominees (Australia) Limited Leigh Mervyn Bull HoldCo 2007 (no.2) Pty Limited HSBC Custody Nominees (Australia) Limited - a/c 3 Bond Street Custodians Limited(Macq High Conv Fund) & Bond Street Custodians Limited Total Top 20 Number of ordinary shares held 77,045,288 73,840,464 43,900,944 41,603,896 15,715,043 10,491,485 7,919,450 7,759,021 6,599,009 4,655,510 4,180,061 4,180,000 3,527,732 3,200,000 2,840,294 2,561,638 2,529,350 2,483,705 2,212,467 1,854,039 319,099,396 % 21.45 20.56 12.22 11.58 4.38 2.92 2.20 2.16 1.84 1.30 1.16 1.16 0.98 0.89 0.79 0.71 0.70 0.69 0.62 0.52 88.84 Annual Financial Report 2016 101 Additional shareholder information (continued) On-market buy back There is no current on-market buy back. Voting rights The voting rights attached to ordinary shares are set out below. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities. Unquoted equity securities Link Administration Holdings Limited has no unquoted equity securities on 14 September 2016. Securities subject to voluntary escrow Period escrow ends Management (2) - until 29 June 2020 Total of Escrowed Shares Use of cash and assets Number of securities subject to escrow 600,000 600,000 Link Administration Holdings Limited has used the cash and assets in a form readily convertible to cash at the time of admission to the ASX in a way that is consistent with its business objectives as stated in its Prospectus. Corporate information Directors1 Company Secretary Registered Office and Principal Administrative Office Share Register Auditor Stock Exchange Listing Website 1. As at 30 September 2016 102 Link Group – Connecting people & technology Michael Carapiet (Chairman) John McMurtrie (Managing Director) Glen Boreham, AM (Non-executive Director) Sally Pitkin (Non-executive Director) Fiona Trafford-Walker (Non-executive Director) Anne McDonald (Non-executive Director) William John Hawkins Level 12, 680 George Street, Sydney NSW 2000, Australia Telephone Number: +61 2 8280 7100 Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000, Australia Telephone Number: 1300 554 474 KPMG Level 30, Tower Three, International Towers Sydney 300 Barangaroo Avenue Telephone Number: +61 2 9335 7000 Link Administration Holdings Limited securities are listed on the Australian Stock Exchange (Listing code: LNK) www.linkgroup.com This page has been left intentionally blank Annual Financial Report 2016 103 This page has been left intentionally blank 104 Link Group – Connecting people & technology