Monadelphous Group Limited
Annual Report 2022

Plain-text annual report

ANNUAL REPORT 2022 1 ANNUAL REPORT 2022 OUR PURPOSE To build, maintain and improve our customers’ operations through the reliable delivery of safe, cost-effective and customer-focused solutions. Our Vision Monadelphous will achieve long-term sustainable growth by being recognised as a leader in our chosen markets and a truly great company to work for, to work with and invest in. We are committed to the safety, wellbeing and development of our people, the delivery of outstanding service to our customers and the provision of superior returns to our shareholders. Our Competitive Advantage We deliver what we promise. Our Values Safety and Wellbeing We show concern and actively care for others. We always think and act safely. Integrity We are open and honest in what we say and what we do. We take responsibility for our work and our actions. Achievement We are passionate about achieving success for our customers, our partners and each other. We seek solutions, learn and continually improve. Teamwork We work as a team in a cooperative, supportive and friendly environment. We are open-minded and share our knowledge and achievements. Loyalty We develop long-term relationships, earning the respect, trust and support of our customers, partners and each other. We are dependable, take ownership and work for the Company as our own. A Monadelphous employee at Rio Tinto’s Tom Price mine, Tom Price, Western Australia. CONTENTS OVERVIEW Our History Our Services and Locations OPERATING AND FINANCIAL REVIEW 2021/22 Highlights Performance at a Glance Markets and Growth Strategy Chairman’s Report Managing Director’s Report Company Performance Board of Directors Engineering Construction Maintenance and Industrial Services Sustainability FINANCIAL REPORT Directors’ Report Remuneration Report Independent Audit Report Directors’ Declaration Consolidated Financial Statements Notes to Consolidated Financial Statements Investor Information CONTENTS 2 3 13 15 17 19 21 23 27 29 31 37 43 53 58 73 78 79 84 131 About this Report The purpose of this Annual Report is to provide Monadelphous’ stakeholders, including shareholders, customers, employees, suppliers and the wider community, with information about the Company’s performance during the 2022 financial year. References in this Report to ‘the year’, ‘the reporting period’ and ‘the period’ relate to the financial year 1 July 2021 to 30 June 2022, unless otherwise stated. All dollar figures are expressed in Australian currency, unless otherwise stated. Monadelphous Group Limited (ABN 28 008 988 547) is the parent company of the Monadelphous group of companies. In this Report, unless otherwise stated, references to ‘Monadelphous’, ‘the Company’, ‘we’, ‘its’, ‘us’ and ‘our’ refer to Monadelphous Group Limited and its subsidiaries. Annual General Meeting Shareholders are advised that the Monadelphous Group Limited 2022 Annual General Meeting will be held at The University Club, University of Western Australia, Crawley, Western Australia, and online, on Tuesday, 22 November 2022 at 10am (AWST). Further details are included in the Notice of Meeting available on the Company’s website at www.monadelphous.com.au. The Monadelphous 2022 Annual Report has been printed on FSC Recycled certified paper as part of the Company’s environmental commitment to reducing waste. 3 ANNUAL REPORT 2022 CELEBRATING 50 YEARS OF MONADELPHOUS OVERVIEW 4 CELEBRATING 50 YEARS OF MONADELPHOUS Monadelphous is an engineering group headquartered in Perth, Western Australia (WA), providing construction, maintenance and industrial services to the resources, energy and infrastructure sectors. The Company was established in Kalgoorlie, WA, in 1972 to provide general mechanical contracting services to Australia’s growing mining industry, under the name Contract Engineering Associates (CEA). The name Monadelphous was adopted in 1978 and, by the mid-1980s, the Company had expanded into a number of markets, both interstate and overseas, and its shares were traded on the second board of the Australian Stock Exchange. Following a major restructure in the late 1980s, its shares were relisted on the main board of the stock exchange in 1990 and the Company established the foundation for sustained growth with a new management team. The Company continued to diversify and extend its reputation as a supplier of multidisciplinary construction, maintenance and industrial services to many of the largest companies in the resources, energy and infrastructure sectors. 5 ANNUAL REPORT 2022 THE BEGINNING 1972–1990 By the 1970s, Australia was well on its way to becoming a major minerals and metals producer, following the discovery of vast iron ore deposits in the Pilbara region of WA, and major reserves of base metals, manganese, nickel and uranium. CEA was established to capitalise on this growth and by the late 1970s, the business had expanded its offering to include manufacturing, fabrication and erection services, and rebranded as Monadelphous. As one of the first labour hire companies to enter the Goldfields region of WA, demand for Monadelphous’ services was strong. By the mid- 1980s, the Company had expanded its operations beyond WA, both domestically and overseas. The Company experienced financial difficulties following its rapid expansion into New Zealand and the failure of this enterprise to deliver the revenue envisaged. On 2 September 1988, Monadelphous Group Limited was placed into receivership. The Company’s major shareholder, United Construction Group, came to an agreement with the receiver and creditors to bring the Company out of receivership, and it was relisted on the Australian Stock Exchange in 1990. Monadelphous’ workshop in Kalgoorlie, Western Australia. OVERVIEW 6 Monadelphous’ management team outside the Company’s Sleat Road office in Applecross, Western Australia. FOUNDATION YEARS 1991–1995 1991 marked the start of a new era for Monadelphous, which included a restructure of the management team and the pursuit of reliable service delivery. The 1990s was a period of significant change for the mining industry, with an increased focus on safety and environmental issues, and reduced dependence on the majors for minerals and metals, as more competitors entered the market. For Monadelphous, the period was about surviving and rebuilding its capability and reputation. There were several initiatives that helped turn things around, including recruiting the right people into senior leadership roles to create a positive culture, developing a strategic plan for growth and focusing on improving the Company’s cash position. By the mid-1990s, the Company had started to build a reputation as an innovative, customer-focused contractor, and had secured a number of long-term maintenance contracts. 7 ANNUAL REPORT 2022 BUILDING A TRUSTED COMPANY 1996–2001 The resources market suffered its most difficult period in the late 1990s, with the financial crisis in Asia dampening the demand for Australian exports. This resulted in construction work becoming increasingly limited, and several competitors disappearing from the market. The downturn was a critical point in Monadelphous’ history, where the Company focused on building on its track record for service delivery and continuing to develop its projects capability. It started to explore opportunities in other markets that required similar skillsets and expertise to mining and minerals, and continued to invest in plant, equipment, safety and technology to ensure it could support future growth. A specialist maintenance management division was established during this time, with a focus on delivering a comprehensive, cost-effective, integrated range of maintenance services to Australia’s mining and minerals processing industries. When the Asian financial crisis hit, Monadelphous was in a solid position to weather the tough conditions. The Company had resisted the temptation to buy major manufacturing and fabrication facilities, which were in oversupply in capital cities, and opted instead to develop and own smaller-scale support facilities in key regional resource centres. This strategy helped the Company to optimise its service delivery to customers by shortening supply times and keeping costs and overheads down. UNPRECEDENTED GROWTH 2002–2006 By 2002, another mining boom was on the horizon and Monadelphous had developed a reputation as a safe and reliable contractor, placing it in a strong position to capitalise on new iron ore projects. After completing a strategic review of the business, more focus was placed on targeting larger jobs with bigger customers to take the Company into the next tier of revenue. The Company completed a series of major contracts that really put it on the map, including the expansion of BHP Billiton’s iron ore operations in the Pilbara, WA. This resulted in further major contracts with big iron ore operators, including Rio Tinto and Pilbara Iron. With much of its growth coming out of the iron ore sector, Monadelphous was very conscious of the need to diversify its revenue base to reduce risk and position itself for sustainable growth. OVERVIEW 8 A Monadelphous employee working at the dehydration bed at Karratha Gas Plant, Karratha, Western Australia. CREATING A SUSTAINABLE FUTURE 2007–2015 Iron ore expansion in the north-west of WA had already provided significant growth for Monadelphous as a plethora of other planned resource developments in mineral processing, coal and oil and gas continued to present a pipeline of opportunities. To support future growth, the Company implemented new strategies to combat an ongoing skills shortage and continued to investigate opportunities in new markets. When the global financial crisis hit in 2008, the Company was in a strong position as a result of having made solid inroads into new markets, while continuing to focus on delivering greater efficiencies and value-add services for its customers. People recruitment and retention was a key focus, with the Company’s ability to attract and retain the right people critical to its ongoing success. It implemented a number of initiatives to achieve this, including an increased graduate intake, launching an employee benefits program and commencing its Emerging Leaders Program. Monadelphous engaged an external agency to conduct a comprehensive assessment of safety across its operations and reviewed its health, safety and environment policies, procedures and practices, to ensure consistent application. Two outcomes of the review were the Monadelphous Safety Leadership Program and The Safe Way is the Only Way policy message. In line with the changing needs of its customers, Monadelphous’ focus shifted from expanding capacity to maximising efficiency, reducing overhead and fixed costs, consolidating its organisational structure and improving labour productivity. Record profits continued into 2009/10 when the Company reported an after- tax profit of $83.2 million for its ninth consecutive year of earnings growth. 9 ANNUAL REPORT 2022 GROWTH AND DIVERSIFICATION 2016–2019 By 2015, as activity in the resources sector started to diminish, Monadelphous had realigned its focus on expanding its business into new markets and sectors in Australia and beyond, and business development activity continued to grow within the oil and gas sector. This resulted in significant growth, and Monadelphous was now working on some of its largest and most challenging projects yet, demonstrating its broad- based strength in execution, while maintaining a focus on productivity improvement, safety and, most importantly, people. Maintenance now made up half of Monadelphous’ business and provided a solid recurring revenue base. The Company made a strong entry into the offshore oil and gas market, securing three major long-term maintenance contracts, all within a three-year period. In addition, the Company’s largest ever construction contract was completed in late-2018, associated with the onshore LNG production facilities in Darwin for INPEX-operated Ichthys LNG. Following this, a key highlight for Monadelphous was the additional work secured to support Ichthys LNG’s operations. Aligned to its growth and diversification strategy, joint ventures provided the opportunity to expand the Company’s capability, culminating in the formation of two significant joint ventures, Zenviron and Mondium, which grew Monadelphous’ competency in the renewable energy market and in engineering, procurement and construction. As a tier one contractor, operating confidently with some of the biggest companies in Australia, it was no surprise that Monadelphous began to consider further opportunities overseas, including in Mongolia and South America, culminating in the acquisition of Buildtek. A Monadelphous crawler crane being used in the 2000s to complete work on a dragline at Rio Tinto Coal Australia’s Hunter Valley Operations, which has since been sold by Rio Tinto. OVERVIEW 10 Mondium employees at Galaxy Resources’ Mt Cattlin operation in Ravensthorpe, Western Australia. THE BUSINESS TODAY 2020–2022 In 2020, within the space of a few short weeks, the spread of COVID-19 caused construction projects to slow to a crawl due to customers shelving plans for new developments and protecting capital. Deemed an essential service, Monadelphous was permitted to remain operational. The challenge was to do so in a way that would keep employees safe while working productively, and that meant a complete reappraisal of how to function, at all levels. The response was exceptional. Despite the impacts and uncertainty caused by COVID-19, Monadelphous continued to make good progress on its markets and growth strategy, securing new work and continuing to build on its reputation as a leader in its chosen markets. The Company’s Maintenance and Industrial Services division continued to achieve record revenue performances, while its Engineering Construction division successfully completed a selection of major iron ore construction projects for tier one customers in the Pilbara. With better than expected sales revenue achieved in 2021/22, and $1.45 billion of new contracts and contract extensions secured, the Company is well placed as it enters 2022/23. THANK YOU FOR YOUR CONTRIBUTION Although Monadelphous has grown significantly since 1972, our people and our values remain at the heart of how we work. Indeed, of all the accomplishments we have achieved over our 50-year history, the most satisfying achievement is the development of a group of people with a team spirit and unrelenting sense of purpose. This is what has driven our success to date and helped us realise our potential, so thank you to all of our employees, past and present, for playing your part in our proud history. Rob Velletri Managing Director 13 ANNUAL REPORT 2022 OUR SERVICES AND LOCATIONS Monadelphous operates predominantly in Australia, with overseas operations and offices in China, Papua New Guinea, Mongolia, the Philippines and Chile. ENGINEERING CONSTRUCTION Market Sector Australia Pacific LNG - Skids supply, fabrication and assembly Oil and Gas BHP - Olympic Dam Asset Projects Framework - Multidisciplinary Construction Services - SMPE&I Copper, Gold, Uranium 8 9 NMT Logistics - Lifting and haulage services Rio Tinto - Gudai-Darri Project - SMPE&I BHP - South Flank - SMPE&I works for inflow and outflow infrastructure BHP - WAIO Asset Projects Framework - SMPE&I Fortescue Metals Group - Crane services Iron Ore Iron Ore Iron Ore General Electric International - Murra Warra Stage II Wind Farm - BOP works Renewable Energy MARBL Lithium JV - Kemerton Lithium Hydroxide Plant - SMP Lithium 10 Rio Tinto - West Angelas Deposits C & D Project - SMPE&I Iron Ore 11 Rio Tinto - Western Turner Syncline Phase 2 Mine - D&C Iron Ore 12 Rye Park Renewable Energy - Rye Park Wind Farm - BOP works Renewable Energy 13 14 Talison Lithium - Greenbushes Mine - Tailings Retreatment Plant - D&C Lithium Tronox Mining Australia - Broken Hill HMC Upgrade Project - CSMPE&I Mineral Sands 15 Woodside - Crane services Oil and Gas Market Sector Iron Ore Iron Ore MAINTENANCE AND INDUSTRIAL SERVICES Market Sector Anglogold Ashanti - Maintenance services BHP - Maintenance and shutdowns Gold Nickel BHP - Maintenance, shutdowns and sustaining capital works Iron Ore BHP - Mt Arthur Coal - Shutdown maintenance and minor projects Coal 12 Minera Escondida - Escondida Mine - Brownfields projects to concentrator building and water infrastructure 13 Newcrest Mining - Maintenance works Market Sector Copper Gold 14 Queensland Alumina Limited - Maintenance and projects Alumina 15 Rio Tinto - Fixed plant maintenance, marine maintenance and sustaining capital works BHP - Olympic Dam - Maintenance and shutdowns Copper, Gold, Uranium 16 Rio Tinto - Gove - Shutdown services BHP Mitsubishi Alliance - Maintenance and shutdown works Coal 17 Rio Tinto - Maintenance services for rail network Codelco - Chuquicamata Mine - Water infrastructure O&M and maintenance of underground mine infrastructure Copper Codelco - El Teniente Mine - Underground mine and water infrastructure construction Copper GNL Quintero - Maintenance works Oil and Gas 10 INPEX Operations Australia - Offshore maintenance services Oil and Gas 11 Minera Escondida - Coloso Port - Upgrades to process buildings and material handling structures Copper 18 Santos - EPC services 19 Shell - Provision of services 20 Shell - Provision of services 21 22 South32 - Worsley Alumina Refinery - Shutdown and mechanical services Synergy - Muja Power Station and Collie Power Station - Infrastructure O&M 23 Woodside - Offshore and onshore maintenance services Oil and Gas Abbreviations: BOP - balance-of-plant; CSMPE&I – civil, structural, mechanical, piping, electrical and instrumentation; D&C - design and construct; EPC - engineering, procurement and construction; O&M - operation and maintenance; SMP - structural, mechanical and piping; SMPE&I - structural, mechanical, piping, electrical and instrumentation; WAIO - Western Australia Iron Ore. Iron Ore Bauxite Iron Ore Oil and Gas Oil and Gas Oil and Gas Alumina Power 1 2 3 4 5 6 7 1 2 3 4 5 6 7 8 9 MONGOLIA MONGOLIA CHINA OVERVIEW 14 14 Ulaanbaatar Beijing Tianjin PHILIPPINES Manila 13 18 PAPUA NEW GUINEA CHILE Calama 7 Antofagasta 11 12 Santiago Rancagua 8 9 Darwin 16 Port Hedland 10 19 Pilbara Coastal and North-West Region 3 3 4 5 8 9 10 11 15 15 17 23 Karratha Tom Price Newman 2 1 Kalgoorlie PERTH HEAD OFFICE Bunbury 21 22 7 13 AUSTRALIA Capel Bibra Lake Roxby Downs 6 14 20 1 4 12 Mackay Gladstone BRISBANE Chinchilla Muswellbrook Mt Thorley Rutherford Newcastle Sydney 2 5 14 Whyalla 6 Major offices Offices and workshops Engineering Construction Maintenance and Industrial Services 15 ANNUAL REPORT 2022 2021/22 HIGHLIGHTS Monadelphous made good progress on its markets and growth strategy, securing approximately $1.45 billion in new contracts and contract extensions across the resources, energy and infrastructure sectors, highlighting the strength of its customer relationships and reputation for high quality service delivery. Ongoing growth and diversification internationally In Chile, Buildtek continued to grow, with revenue increasing by approximately 75 per cent compared to the prior year, approximately $80 million in new contracts secured this financial year and its workforce more than doubling since Monadelphous’ initial investment in late 2019. Work also ramped up in Papua New Guinea and a new contract was secured in Mongolia. New diversity plans launched Reconfirming its commitment to diversity and inclusion, new Stretch Reconciliation Action and Gender Diversity and Inclusion plans were launched during the year. Zenviron secures contract at largest wind farm in New South Wales Zenviron was awarded a contract valued at approximately $250 million to deliver the Rye Park Wind Farm, which will be the largest wind farm in New South Wales. OPERATING AND FINANCIAL REVIEW 16 Record revenue in Maintenance and Industrial Services The Maintenance and Industrial Services division achieved record annual revenue of $1.17 billion, with strong demand for maintenance services across the resources and energy sectors. Mondium successfully delivers strategically significant EPC contract Mondium successfully completed works at Rio Tinto’s Western Turner Syncline Phase 2 Project, providing it with a credible and proven track record in the successful delivery of large-scale EPC projects. Focus on decarbonising operational activities A goal of achieving net-zero emissions by 2050 was formalised, underlining the Company’s commitment to the sustainable management of the unique environments in which it works. Heavy lift capability expanded An unincorporated joint venture was established with Fagioli, a global heavy lifting company, to provide turnkey heavy lift solutions to the Australian market. The joint venture, named Alevro, extends Monadelphous’ heavy lift capability and capacity to deliver large- scale heavy lift and logistics services. Image courtesy of Woodside. Significant number of contracts secured in core markets Continued to maximise growth and returns from core markets with the award of approximately $500 million of contracts in the oil and gas sector and $400 million of work in the iron ore market. 17 ANNUAL REPORT 2022 PERFORMANCE AT A GLANCE Revenue1 $1.93b 54.9c Earnings per share Contracts secured since beginning of FY22 $1.45b Net profit after tax $52.2m 49.0c Full year dividend Total recordable injury frequency rate 3.07 incidents per million hours worked Revenue1 Net profit after tax Earnings per share n o i l l i m $ 0 . 4 8 7 , 1 3 . 8 0 6 , 1 8 . 0 5 6 , 1 2 . 3 5 9 , 1 . 0 0 3 9 1 , n o i l l i m $ s t n e C 5 . 1 7 6 . 0 5 5 . 6 3 1 . 7 4 . 2 2 5 1 . 6 7 7 . 3 5 7 . 8 3 7 . 9 4 . 9 4 5 18 19 20 21 22 18 19 20 21 22 18 19 20 21 22 Financial Year Financial Year Financial Year Dividends per share Cash Workforce numbers 7,545 7,091 5,689 7,791 7,977 s t n e C n o i l l i m $ e l p o e P 0 . 2 6 0 . 8 4 0 . 5 3 0 . 5 4 0 . 9 4 8 . 8 0 2 0 . 4 6 1 3 . 8 0 2 7 . 5 7 1 3 . 3 8 1 8 2 8 , 5 2 4 9 , 5 9 7 5 , 5 9 5 5 , 7 1 4 5 , 7 18 19 20 21 22 18 19 20 21 22 18 19 20 21 22 Financial Year Financial Year Financial Year Direct Employees Subcontractors 1. Includes Monadelphous’ share of joint venture revenue. Refer to reconciliation on page 27. The financial information contained in this section should be read in conjunction with the Financial Statements and accompanying notes. Financial Statements are prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards Board and other relevant standards, as outlined on page 84. OPERATING AND FINANCIAL REVIEW 18 Revenue by geography Operations WA 65% INTERNATIONAL 10% QLD NSW SA NT 8% 7% 7% 3% Iron ore Oil and gas Copper Other minerals Lithium Coal Infrastructure 41% 22% 12% 10% 6% 5% 4% · Record maintenance revenue with strong demand across resources and energy sectors. · Successful completion of major resource construction projects. · Extraordinarily high level of demand for labour exacerbated by interstate travel restrictions impacting labour costs, productivity and employee retention. · Secured approximately $1.45 billion of new contracts and extensions. Safety and Wellbeing · High levels of operational activity and large number of new employees onboarded impacted safety performance. · Serious incident frequency rate improved by approximately 55 per cent. · Sustained focus on identification, elimination and mitigation of fatal risk hazards. Sustainability · Strategic focus on people retention, attraction, development and wellbeing. · Substantial program of work to reinforce acceptable workplace behaviours. · Implemented Employee Retention Plan to support key talent retention. · Comprehensive organisational structural review undertaken. · Launched new Stretch Reconciliation Action and Gender Diversity and Inclusion plans. · Formalised commitment to net-zero emissions by 2050. TRIFR 3.07 0.58 SIFR 0.16 LTIFR Revenue by end customer Safety performance 6.00 4.00 2.00 0.00 2019 2020 2021 2022 Abbreviations: LTIFR - lost time injury frequency rate; SIFR - serious incident frequency rate; TRIFR - total recordable injury frequency rate. 19 ANNUAL REPORT 2022 MARKETS AND GROWTH STRATEGY Monadelphous will maximise growth and returns from its core markets, expand its service offering, grow its presence in non-resources markets and expand core services in overseas markets. Maximise growth and returns from core markets Progress Priorities · Secured approximately $1.45 billion in new contracts and · Continue to strengthen key customer relationships. extensions. · Successfully completed major resources construction projects. · Delivered a high volume of maintenance, shutdown and sustaining capital services to the iron ore sector. · Grow SinoStruct and heavy lift. · Retain all maintenance services contracts. Service expansion Progress Priorities · Completed $400 million engineering, procurement and · Maximise EPC work through Mondium. construction (EPC) contract via Mondium. · Established turnkey heavy lift services solutions joint venture, Alevro. · Commenced early decommissioning work with Petrofac in offshore oil and gas sector. · Acquired fabrication business, RTW Steel Fabrication and Construction, in the south-west of Western Australia. · Grow Alevro joint venture in the Australian market. · Further develop civil capability. · Grow industrial service offering within offshore oil and gas. · Establish offshore decommissioning team. · Grow dewatering and non-process infrastructure. Market development Progress Priorities · Zenviron cemented its reputation as a market leader in the delivery of balance-of-plant works for wind farms. · Continue to enhance Zenviron’s market leading position for delivery of wind farms in Australia. · Buildtek secured approximately $80 million in · Grow Buildtek in Chile and explore Peru entry. new contracts. OPERATING AND FINANCIAL REVIEW 20 Woodside-operated Karratha Gas Plant, Karratha, Western Australia. Image courtesy of Woodside. 21 ANNUAL REPORT 2022 CHAIRMAN’S REPORT In its 50th year in operation, Monadelphous achieved total revenue of $1.93 billion1, with high levels of maintenance activity and the successful completion of major resources construction projects. Monadelphous experienced strong demand for maintenance services across the resources and energy sectors as customers maintained high levels of production, capitalising on favourable commodity prices. As forecast in the 31 December 2021 interim report, construction revenue declined in the second half due to a number of major projects being successfully completed in the first half, with a wave of new construction opportunities currently in the tendering phase. Statutory revenue, which excludes Monadelphous’ share of revenue from joint ventures, was $1.81 billion, up 3.2 per cent on the previous year. Monadelphous ended the year with a strong cash balance of $183.3 million. During the year, the Board of Directors conducted a comprehensive review to assess the appropriateness of the Company’s capital structure with the assistance of a global investment bank. Following the review, the Board concluded the Company’s current capital structure was appropriate and reflects the necessary level of tolerance to accommodate business needs in the current operating environment, the changing market conditions and the medium-term outlook for the business. Earnings before interest, tax, depreciation and amortisation (EBITDA) was $111.2 million2, an increase of 2.3 per cent on the prior corresponding period, generating an EBITDA margin percentage for the period of 5.76 per cent. The strength of Monadelphous’ balance sheet provides the Company with the financial capacity required in the current economic environment and enables it to take advantage of suitable investment opportunities which may arise. Strong demand for labour within the industry, along with interstate travel restrictions in place for a significant portion of the year, hindered the efficient recruitment and mobilisation of the Company’s workforce and impacted labour costs, productivity and employee retention. Net profit after tax for the period was $52.2 million, an increase of 11.0 per cent on the prior corresponding period, representing earnings per share of 54.9 cents. The Board of Directors declared a final dividend of 25 cents per share, taking the full year dividend to 49 cents per share fully franked, yielding a payout ratio of approximately 90 per cent of reported net profit after tax. The Monadelphous Group Limited Dividend Reinvestment Plan applied to both the interim and final dividend payments. During the year, the Company announced several changes to its Board and subcommittees. On 11 October 2021, Ric Buratto, a Civil Engineer with more than 45 years of contracting experience in the resources and infrastructure sectors, was appointed as a Non-Executive Director. Ric has extensive leadership and management experience in engineering, mining and construction across a range of disciplines including earthworks, marine, civil, structural, mechanical and piping construction, as well as maintenance and shutdown execution. He brings an abundance of industry knowledge, experience and relationships, and complements the existing capabilities of the Board. At the close of the Company’s Annual General Meeting on 23 November 2021, Chris Michelmore retired as a Non-Executive Director following a 14-year term with Monadelphous. 1. Includes Monadelphous’ share of joint venture revenue. Refer to reconciliation on page 27. 2. EBITDA – refer to reconciliation on page 28. OPERATING AND FINANCIAL REVIEW 22 The Company’s renewable energy joint venture, Zenviron, continued to perform strongly, completing two projects during the period and securing a contract to deliver balance-of-plant civil and electrical works at the largest wind farm to ever be constructed in New South Wales. On behalf of the Board, I would like to take this opportunity to thank our stakeholders for their support over the last 50 years, particularly our loyal and dedicated team, as well as our shareholders and customers. 2022 has been a particularly special year for Monadelphous, as we celebrate our past and look forward to building an even stronger future. John Rubino Chairman Chris was a highly valued member of the Board and its subcommittees and contributed significantly to the Company’s continued growth and success. Sue Murphy AO was appointed Chair of the Company’s Remuneration Committee on 1 October 2021, following Chris’ resignation from the role on 30 September 2021. On 11 October 2021, Sue replaced Peter Dempsey as Deputy Chair / Lead Independent Non- Executive Director of the Company. Monadelphous made good progress on its markets and growth strategy, securing approximately $1.45 billion in new contracts and contract extensions across the resources, energy and infrastructure sectors, highlighting the strength of its customer relationships and reputation for high quality service delivery. This included approximately $400 million of new work in the Western Australian iron ore market, more than $500 million in the oil and gas sector and approximately $175 million of new work internationally, in Chile, Papua New Guinea and Mongolia. The Company also extended its heavy lift capability and capacity, establishing Alevro, an unincorporated joint venture with global heavy lifting company, Fagioli, to provide turnkey heavy lift solutions to the Australian market. Mondium, the Company’s engineering, procurement and construction (EPC) joint venture with Lycopodium, successfully completed its largest ever contract, the Western Turner Syncline Phase 2 Project for Rio Tinto, providing Mondium with a credible and proven track record in the successful delivery of large-scale EPC projects. 23 ANNUAL REPORT 2022 MANAGING DIRECTOR’S REPORT Monadelphous was awarded approximately $1.45 billion in new contracts and contract extensions since the beginning of the 2022 financial year, highlighting the strength of its customer relationships and reputation for high quality service delivery. Buoyant conditions across the resources and energy sectors in Australia, Chile and Papua New Guinea contributed to another record full year revenue for the Maintenance and Industrial Services division, while the Engineering Construction division experienced a busy first half and subdued activity in the second half. High levels of industry activity, exacerbated by the interstate travel restrictions imposed to reduce the spread of COVID-19, significantly impacted the Company’s ability to source and retain talent during the year. With strong demand expected to continue due to the large number of construction opportunities forecast for coming years, and the continued demand for maintenance services, skilled labour shortages are likely to continue to constrain capacity. Monadelphous continued to focus on employee retention, attraction, development and wellbeing initiatives, including a substantial program of work to review and reinforce its expectations in relation to acceptable workplace behaviours. The Company also formalised its goal of achieving net-zero emissions by 2050, underlining its commitment to the sustainable management of the unique environments in which it works. Growth in the Company’s Chile and Papua New Guinea operations contributed to the Company’s total workforce (including subcontractors) reaching 7,977 by year end, partially offset by the demobilisation of employees from the concurrent completion of a number of major resource construction projects. The Company’s total recordable injury frequency rate at year end was 3.07 incidents per million hours worked, with performance impacted by high activity levels and the large number of new employees onboarded during the year. 1. Includes Monadelphous’ share of joint venture revenue. Pleasingly, the Company’s serious incident frequency rate improved by approximately 55 per cent compared to the prior year as a result of Monadelphous’ sustained focus on the identification, elimination and mitigation of fatal risk hazards. Engineering Construction The Engineering Construction division reported revenue of $774.4 million1, down 20.9 per cent on the previous corresponding period, following the successful completion of a number of large resources construction projects in the first half of the year, with lower levels of activity in the second half due to the timing of the award and commencement of new major projects. OPERATING AND FINANCIAL REVIEW 24 Monadelphous employees preparing to install conveyor belt change out stations at Rio Tinto’s Western Turner operation, Tom Price, Western Australia. Monadelphous employees on the newly constructed primary crusher at Rio Tinto’s West Angelas Deposits C & D Project, Newman, Western Australia. The Company successfully completed its work scopes at BHP’s South Flank Project, Rio Tinto’s West Angelas Deposits C & D Project and at the Kemerton lithium hydroxide plant for MARBL Lithium Joint Venture. Subsequent to year end, the Company secured a contract for the construction of surface infrastructure for the Oyu Tolgoi Underground Project located in the South Gobi region of Mongolia, where it has been operating since 2017. four new cranes to its heavy lift fleet, offering additional capacity and alternative lifting solutions to its customers. Mondium, the Company’s engineering, procurement and construction joint venture with Lycopodium, successfully completed works at Rio Tinto’s Western Turner Syncline Phase 2 Project and Talison Lithium’s tailings retreatment plant at the Greenbushes mine. In addition to establishing Alevro, its unincorporated joint venture with global heavy lifting company, Fagioli, the Company continued to provide heavy lift services to Fortescue Metals Group under a long-term services contract and added Zenviron, the Company’s renewable energy joint venture, was awarded a contract to deliver balance-of-plant civil and electrical works at the Rye Park Wind Farm, the largest wind farm to be constructed in New South Wales. 25 ANNUAL REPORT 2022 Maintenance and Industrial Services The Maintenance and Industrial Services division achieved a record full year revenue of $1.166 billion, up 19.4 per cent on the previous year. A significant volume of maintenance, shutdown and project work was delivered during the year, both in the iron ore and oil and gas sectors for the Company’s long-term customers. In addition, Monadelphous continued to diversify its customer- base, securing new contracts with both Fortescue Metals Group and Roy Hill. Overseas, the Company experienced significant growth in Chile, via its maintenance and construction services business, Buildtek, which has more than doubled in revenue and workforce since its acquisition by Monadelphous in 2019. Since the beginning of the financial year, Buildtek has secured approximately $80 million in new work including a number of new contracts with long-term customer, Codelco, as well as its first contract with Collahuasi Mining Company. In support of its customers, the Company grew its geographical footprint within Western Australia, opening an expanded facility in Tom Price, significantly progressing the construction of a new facility in Port Hedland and approving the development of a new, larger facility in Karratha. The Company continued to expand its service offering, increasing the provision of fabric maintenance and rope access services to its customers. In addition, the Company commenced early decommissioning work with Petrofac on the Northern Endeavour floating production, storage and offtake facility and continued to explore further offshore decommissioning activities. Outlook The outlook for Monadelphous’ core markets continues to be strong. The resources sector in Australia and in the Company’s overseas locations will continue to provide a large number of significant opportunities across a broad range of commodity markets. Monadelphous employees installing new hawser rails at Rio Tinto’s Parker Point, Karratha, Western Australia. The outlook for the Australian iron ore industry is expected to remain buoyant with capital and operating expenditures required to sustain iron ore production levels continuing to drive strong demand for the Company’s services. High levels of global demand for battery metals are driving significant investment in lithium, copper, nickel and rare earths which will provide numerous prospects in the coming years. These markets, along with the gold sector, will present ongoing opportunities for Monadelphous in Australia, South America, Mongolia and Papua New Guinea. Conditions in the oil and gas sector are also buoyant, with construction opportunities from the development of new liquefied natural gas projects currently in the pipeline and demand for oil and gas maintenance services expected to remain strong. Australia’s transition towards clean energy will continue to strengthen and provide opportunities in the renewable energy sector. An increasing pipeline of new wind farms coming to market in the next few years will provide opportunities OPERATING AND FINANCIAL REVIEW 26 for Zenviron, both in the electricity market as well as in the private sector, as industrial operators move rapidly to meet their decarbonisation objectives. The rapid development of the hydrogen sector is also expected to provide opportunities in coming years. More broadly, buoyant conditions and ageing assets across all resources and energy sectors will continue to drive strong demand for maintenance services. The shortage of skilled labour will be the most significant challenge for the Company’s operations, especially in Australia. The Company is also mindful of the challenges posed by heightening supply chain risks and an escalating cost environment. With capacity constrained, the Company will be taking a strategic and targeted approach to new work opportunities, engaging and collaborating earlier with customers and focusing on earnings quality. The Company will continue to focus on employee attraction, training and development practices and making Monadelphous a great place to work. With travel restrictions lifted, the Company has recently re-engaged its international labour sourcing strategy. Supported by its strong balance sheet, the Company will continue to assess acquisition opportunities to achieve ongoing service and customer market diversification and support long- term sustainable growth. As highlighted in the 31 December 2021 interim results, following a ramp-down in construction activity as a number of large-scale projects completed in the first half of the financial year, a new wave of construction projects, currently in the tendering phase, is expected to see activity ramp-up over the 2022/23 financial year and into following years. Revenue for 2022/23 will be dependent on the timing of awards and commencement of these projects, and will likely be skewed to the second half. Monadelphous’ reputation as a leader in its markets and as an employer of choice, together with its ever-broadening services and geographical footprint, places it in a strong position to capitalise on the many opportunities and deal with the challenging environment that lies ahead. I would like to take this opportunity to thank our employees for their contribution to another successful year. It is our people of today who will help shape the future of Monadelphous - a future that will see us continue to grow from strength to strength. Rob Velletri Managing Director 27 ANNUAL REPORT 2022 COMPANY PERFORMANCE A review of the Company’s performance over the last five years is as follows: Revenue Total revenue from contracts with customers including joint ventures EBITDA Profit before income tax expense Income tax expense Profit after income tax expense attributable to equity holders of the parent Basic earnings per share Interim dividends per share (fully franked) Final dividends per share (fully franked) Net tangible asset backing per share Total equity and reserves attributable to equity holders of the parent Depreciation Debt to equity ratio Return on equity EBITDA margin 2022 $’000 1,810,390 2021 $’000 1,754,242 2020 $’000 1,488,749 2019 $’000 1,479,737 2018 $’000 1,737,632 1,930,040 1,953,180 1,650,768 1,608,277 1,783,999 111,201 108,696 73,511 21,227 52,219 54.90c 24.00c 25.00c 70,372 21,906 47,060 49.70c 24.00c 21.00c 92,077 55,086 17,860 36,483 38.65c 22.00c 13.00c 106,791 83,426 31,313 119,046 102,845 30,570 50,565 53.72c 25.00c 23.00c 71,479 76.11c 30.00c 32.00c 427.54c 413.31c 402.43c 413.93c 415.86c 412,184 395,572 384,433 393,436 394,481 33,097 14.3% 12.7% 5.8% 32,476 10.1% 11.9% 5.6% 30,570 11.9% 9.5% 5.6% 19,490 17,222 9.7% 12.9% 6.6% 5.3% 18.1% 6.7% Revenue including joint ventures is a non-IFRS measure which does not have any standardised meaning prescribed by IFRS and therefore may not be comparable to revenue presented by other companies. This measure, which is unaudited, is important to management when used as an additional means to evaluate the Company’s performance. Reconciliation of Total Revenue from Contracts with Customers including Joint Ventures to Statutory Revenue from Contracts with Customers (unaudited): Total revenue from contracts with customers including joint ventures Share of revenue from joint ventures 1 Statutory revenue from contracts with customers 2022 $’000 2021 $’000 1,930,040 1,953,180 (120,589) (199,442) 1,809,451 1,753,738 1. Represents Monadelphous’ proportionate share of the revenue from joint ventures accounted for using the equity method. OPERATING AND FINANCIAL REVIEW 28 EBITDA is a non-IFRS earnings measure which does not have any standardised meaning prescribed by IFRS and therefore may not be comparable to EBITDA presented by other companies. This measure, which is unaudited, is important to management as an additional way to evaluate the Company’s performance. Reconciliation of Profit Before Income Tax to EBITDA (unaudited): Profit before income tax Interest expense on loans and hire purchase finance charges Interest expense on other lease liabilities Interest revenue Depreciation of owned and hire purchase assets Depreciation of right of use assets Amortisation expense Share of interest, depreciation, amortisation and tax of joint ventures2 EBITDA 2022 $’000 73,511 1,841 1,511 (740) 24,523 8,574 - 1,981 111,201 2021 $’000 70,372 1,476 1,598 (414) 23,542 8,934 445 2,743 108,696 2. Represents Monadelphous’ proportionate share of the interest, depreciation, amortisation and tax of joint ventures accounted for using the equity method. Monadelphous employees at Rio Tinto’s West Angelas Deposits C & D Project, Newman, Western Australia. 29 ANNUAL REPORT 2022 BOARD OF DIRECTORS Left to right: Sue Murphy AO, Dietmar Voss, Rob Velletri, Peter Dempsey, John Rubino, Ric Buratto and Helen Gillies. John Rubino Chairman John was appointed to the Board on 18 January 1991. John was the founder of United Construction which later became diversified services company UGL. Initially serving as Managing Director and Chairman of Monadelphous Group Limited, John resigned as Managing Director on 30 May 2003 and continued as Chairman. John has 56 years of experience in the construction and engineering services industry. John is also Chair of the Company’s Nomination Committee. Rob Velletri Managing Director Rob was appointed to the Board on 26 August 1992 and commenced as Managing Director on 30 May 2003. He joined Monadelphous in 1989 as General Manager after serving a 10-year career in engineering and management roles at Alcoa. Rob is a mechanical engineer with 43 years of experience in the construction and engineering services industry and is a Member of the Institution of Engineers Australia. OPERATING AND FINANCIAL REVIEW 30 Sue Murphy AO Deputy Chair and Lead Independent Non-Executive Director Sue was appointed to the Board on 11 June 2019, and as Deputy Chair / Lead Independent Non-Executive Director on 11 October 2021. During her 25-year engineering career at Clough, she held a wide range of operational and leadership roles before being appointed to the Board as a Director in 1998. Sue joined the Water Corporation of Western Australia in 2004 as General Manager of Planning and Infrastructure, before being appointed as Chief Executive Officer, a role she held for over a decade. Sue has 43 years of experience in the resources and infrastructure industries. She holds a Bachelor of Civil Engineering and is an Honorary Fellow of the Institution of Engineers Australia. Sue is Chair of the Company’s Remuneration Committee and a member of its Audit and Nomination committees. Sue is currently a Director of MMA Offshore Limited (ASX: MRM). Peter Dempsey Independent Non-Executive Director Peter was appointed to the Board on 30 May 2003. During his 30-year career at Baulderstone, now part of the multinational group Lendlease, Peter held several management positions prior to serving as Managing Director for five years. He is a civil engineer with 50 years of experience in the construction and engineering services industry throughout Australia, Papua New Guinea, Indonesia and Vietnam. Peter is a Fellow of the Institution of Engineers Australia and a member of the Australian Institute of Company Directors. Peter is a member of the Company’s Audit and Nomination committees. Peter is also currently a Director of Service Stream Limited (ASX: SSM). Helen Gillies Independent Non-Executive Director Helen was appointed to the Board on 5 September 2016 and has previously served as a Director of global engineering company Sinclair Knight Merz and the Australian Civil Aviation Safety Authority. She has a strong background in risk, law, governance and finance, as well as extensive experience in mergers and acquisitions, and has 26 years of experience in the construction and engineering services industry. Helen holds a Master of Business Administration and a Master of Construction Law, as well as degrees in commerce and law. She is a Fellow of the Australian Institute of Company Directors. Helen is the Chair of the Company’s Audit Committee, and a member of its Remuneration and Nomination committees. Helen is also currently a Director of Yancoal Australia Limited (ASX: YAL) and Aurelia Metals Limited (ASX: AMI). Dietmar Voss Independent Non-Executive Director Dietmar was appointed to the Board on 10 March 2014. During his career, Dietmar has worked for a number of global mining and engineering businesses, including BHP, Bechtel and Hatch throughout Australia, the United States, Europe, the Middle East and Africa. He is a chemical engineer with 48 years of experience in the oil and gas, and mining and minerals industries. Dietmar holds a Master of Business Administration, in addition to chemical engineering and law degrees, and is a member of the Australian Institute of Company Directors. Dietmar is a member of the Company’s Audit, Remuneration and Nomination committees. Ric Buratto Independent Non-Executive Director Ric was appointed to the Board on 11 October 2021. He is a civil engineer with 47 years of contracting experience in the resources and infrastructure sectors. He has held senior executive positions at various ASX listed entities, including Cimic, Decmil and NRW and has extensive leadership and management experience in engineering, mining and construction across a wide range of disciplines, as well as maintenance and shutdown execution. He holds a Bachelor of Engineering (Honours) and is a Fellow of the Institution of Engineers Australia. Ric is a member of the Company’s Audit, Remuneration and Nomination committees. Monadelphous undertaking construction work at Rio Tinto’s West Angelas Deposits C & D Project, Newman, Western Australia. ENGINEERING CONSTRUCTION Our Progress Annual revenue of $774.4 million. Successfully completed major resources construction projects. Secured approximately $325 million of additional work. Secured strategically important work at Oyu Tolgoi Underground Project in Mongolia. Established specialist heavy lift joint venture, Alevro. Mondium successfully completed Rio Tinto’s Western Turner Syncline Phase 2 Project. Zenviron secured a contract to construct New South Wales’ largest wind farm. ANNUAL REPORT 2021 33 ANNUAL REPORT 2022 The Engineering Construction division provides large-scale multidisciplinary project management and construction services. The division reported revenue of $774.4 million1 for the year, down 20.9 per cent on the previous corresponding period. The result followed the successful completion of a number of large resources construction projects in the first half of the period, with lower levels of activity experienced in the second half of the year as a result of the timing of the award and commencement of new major projects. In total, the division secured approximately $325 million of additional work since 1 July 2021. An unrelenting commitment to improving safety performance and strengthening safety culture was maintained throughout the year, resulting in a strong safety performance. To support this, the Engineering Construction division launched a safety cultural program, Tinny Time, which recognises employees for positive safety behaviours and promotes these more broadly across the division. Resources In the Pilbara region of Western Australia (WA), the Company completed two packages of work at BHP’s US$3.6 billion South Flank Project, which included the structural, mechanical, piping and electrical and instrumentation work associated with the Project’s inflow and outflow infrastructure. These packages were in addition to the installation and construction of the world’s largest rail mounted stockyard machines for thyssenkrupp Industrial Solutions (Australia) at South Flank, completed last financial year. The Company successfully delivered one of the largest shutdown campaigns ever undertaken at BHP’s Olympic Dam mine in Roxby Downs, South Australia, which comprised major deconstruction and reconstruction activities to improve the integrity of critical plant and infrastructure. In addition, the Company executed the Port Availability Improvement Project for BHP in the Pilbara, WA, under its existing WA Iron Ore Panel Agreement, which included 20 shutdowns over the course of the project. Monadelphous delivered a number of packages of work for Rio Tinto in the Pilbara, WA, during the period, including structural, mechanical, piping and electrical and instrumentation works at the West Angelas Deposits C & D Project, as well as the provision of multidisciplinary services at the Gudai-Darri iron ore project and shutdown works at the Western Turner Syncline Phase 2 Project. Structural, mechanical and piping work associated with the pyromet plant at the Kemerton lithium hydroxide plant in the south-west of WA was completed for MARBL Lithium Joint Venture and, on the back of a strong performance, the Company was awarded electrical and instrumentation work at the project. Work underway at BHP’s US$3.6 billion South Flank Project, which was completed in the first half of the year. 1. Includes Monadelphous’ share of joint venture revenue. OPERATING AND FINANCIAL REVIEW 34 CASE STUDY WESTERN TURNER SYNCLINE PHASE 2 The Western Turner Syncline Phase 2 (WTS2) project is an expansion of the existing Rio Tinto Western Turner Syncline mine, located 35 kilometres north-west of Tom Price in the Pilbara, WA. WTS2 is an investment by Rio Tinto in its existing Greater Tom Price operations to help sustain the production capacity of its world-class iron ore business. The project, which facilitates mining of existing and new deposits, included the construction of a new crusher, as well as a 13-kilometre conveyor. WTS2 was successfully completed during the year by Monadelphous’ engineering, procurement and construction (EPC) joint venture, Mondium, whose scope of work included design, procurement and site construction works associated with the process plant, overland conveyor and non-process infrastructure. In New South Wales (NSW), a multidisciplinary construction services contract was secured with Tronox Mining Australia in Broken Hill, with work expected to be completed in the second half of 2022. After year end, Monadelphous was awarded a contract for the construction of surface infrastructure for the Oyu Tolgoi Underground Project located in the South Gobi region of Mongolia. Also subsequent to year end, the Company secured a contract with Talison Lithium Australia for the construction of a range of facilities forming the mine services area at Talison Lithium’s Greenbushes mine site in the south-west of WA, with work expected to be completed in the first half of 2023. Mondium Mondium, the Company’s EPC joint venture with Lycopodium, continued to advance its position within the Australian minerals processing sector. The Mondium EPC delivery model encompasses full project development and direct execution, significantly reducing interface risks between EPC disciplines and providing a more cost-effective solution to customers. During the year, Mondium successfully completed its strategically important $400 million design and construct contract with Rio Tinto for the Western Turner Syncline Phase 2 mine, located in the Pilbara, WA. The joint venture also completed works on the tailings retreatment plant at Talison Lithium’s Greenbushes mine in the south-west region of WA. 35 ANNUAL REPORT 2022 A Monadelphous all-terrain crane working in the Pilbara, Western Australia. The crane is wrapped with Clifton Bieundurry’s artwork, which was commissioned by the Company in 2012, representing an artistic interpretation of the Monadelphous values. OPERATING AND FINANCIAL REVIEW 36 Heavy Lift Outlook During the period, Monadelphous established an unincorporated joint venture with Fagioli, a global heavy lifting company, to provide turnkey heavy lift solutions to the Australian market. The joint venture, named Alevro, extends Monadelphous’ heavy lift capability and capacity to deliver large-scale heavy lift and logistics services. The outlook for the Australian iron ore industry is expected to remain buoyant, whilst high levels of global demand for battery metals are driving significant investment in lithium, copper, nickel and rare earths. These markets, along with the gold sector, will present ongoing opportunities for Monadelphous in Australia, South America, Mongolia and Papua New Guinea. Conditions in the oil and gas sector are also buoyant with construction opportunities from the development of new liquefied natural gas projects currently in the pipeline. Australia’s transition towards clean energy will continue to strengthen and provide opportunities in the renewable energy sector, whilst the rapid development of the hydrogen sector will present prospects in coming years. Murra Warra Stage II Wind Farm, located in regional Victoria, comprising 38 wind turbines with a capacity of 209MW. Monadelphous’ existing Heavy Lift business will continue to provide its current services to customers, with Alevro providing an additional delivery option to service opportunities which would benefit from the extended and complementary capabilities of both Monadelphous and Fagioli. Monadelphous has already commenced working with Fagioli, providing services for NMT Logistics at Fortescue Metals Group’s (Fortescue) Iron Bridge Project in the Pilbara, WA. Monadelphous’ Heavy Lift business continued to provide heavy lift services under its existing long-term contract at Fortescue’s Solomon and Eliwana mine sites in WA, in addition to specialist services and equipment to Woodside, BHP and Rio Tinto under existing construction and maintenance contracts, and continued to upgrade its heavy lift fleet in support of its customers. Fabrication Services The Company’s fabrication business, SinoStruct, was awarded work in the oil and gas sector, securing a new four-year agreement to continue supplying wellhead equipment to Origin which is used to separate, meter and control coal seam gas at the Australia Pacific LNG project in Queensland. SinoStruct has been supplying packaged and modularised equipment to Origin since 2015. In the Pilbara, WA, SinoStruct secured a contract for the design and fabrication of four tanks for an oil and gas construction project for Bechtel, as well as to fabricate over 2,000 tonnes of structural steel for a construction project in Ashburton, in the Pilbara, WA. In addition to these new contracts, SinoStruct delivered stand- alone packages of work for major Monadelphous construction and maintenance projects, including for Newcrest Mining Limited in Papua New Guinea and Rio Tinto in Australia. Infrastructure Zenviron, the Company’s renewable energy joint venture, continued to perform strongly, commencing activities to deliver approximately $250 million of balance-of-plant civil and electrical works at the Rye Park Wind Farm in NSW. In addition, Zenviron completed its works and demobilised from the Murra Warra Stage II Wind Farm in regional Victoria for General Electric International and Crudine Ridge Wind Farm in NSW for CWP Renewables. In total, since its establishment in 2016, Zenviron has constructed 425 wind turbines, with an additional 66 currently under construction. Monadelphous undertaking Car Dumper 1 Mega Shut at BHP’s Nelson Point, Port Hedland, Western Australia. MAINTENANCE AND INDUSTRIAL SERVICES Our Progress Record annual revenue of $1.166 billion. Buoyant conditions across most sectors with significant activity in oil and gas, Chile and Papua New Guinea. Secured $1.125 billion in new contracts and extensions. Strengthened geographical footprint in the Pilbara and overseas. ANNUAL REPORT 2021 39 ANNUAL REPORT 2022 The Maintenance and Industrial Services division specialises in the planning, management and execution of multidisciplinary maintenance services, sustaining capital works and turnarounds. The division achieved a record full year revenue of $1.166 billion, up 19.4 per cent on the prior corresponding period. This is the second time in the Company’s history the division’s annual revenue has exceeded $1 billion. The result reflects strong demand for maintenance services across the resources and energy sectors as customers seek to maintain high levels of production and capitalise on favourable commodity prices. The division experienced buoyant conditions across most sectors, with increased levels of activity in the oil and gas sector, as well as in the Company’s Chile and Papua New Guinea operations. Approximately $1.125 billion in new contracts and extensions were secured, including around $270 million subsequent to year end, with a large proportion of the work won during the year in the iron ore and oil and gas sectors. In infrastructure, new work included a five-year panel award with the Water Corporation in Western Australia (WA) for coating and concrete repair services. Monadelphous continued to develop its presence in the Pilbara region of WA, diversifying its customer base, as well as opening an expanded facility in Tom Price, significantly progressing the construction of a new facility in Port Hedland and approving the development of a new, larger facility in Karratha. During the year, the Company acquired fabrication business, RTW Steel Fabrication and Construction, complementing its service offering in the south-west of WA and further broadening its customer base in the region. In safety, the division implemented business unit specific actions relating to its safety behavioural framework, Delivering the Safe Way, following a comprehensive employee feedback process. In addition, it launched its Fatal Risk Control Verification process to ensure the Company’s Fatal Risk Control Standards are being implemented. Resources The Company delivered a significant volume of maintenance, shutdown and project works during the year across its contracts in the iron ore sector in the Pilbara region of WA. Rio Tinto awarded the Company several packages of work, including a contract for work associated with the Marandoo Dewatering Sump Project, as well as new contracts under its existing Sustaining Capital Projects Panel Agreement at Cape Lambert and East Intercourse Island and, after year end, a multidisciplinary construction contract for a new conveyor at the Tom Price mine site and upgrades to conveyor facilities at the Marandoo mine site. In addition, the Company commenced the construction of new hawser rails and upgrades to the existing dolphins at Cape Lambert wharf and successfully executed a conveyor gravity take up program of works across several mine sites, as well as a marine project at Parker Point wharf. BHP extended the Company’s existing general maintenance services contract across its Pilbara-based operations for a further 12-month period, with Monadelphous also being awarded two additional packages of work at BHP’s Nelson Point and Jimblebar mine sites under the WA Iron Ore (WAIO) Site Engineering Panel Agreement. The Company also successfully completed the Car Dumper 1 Mega Shut at Nelson Point, significantly progressed an extension to the haul road at the Jimblebar mine, completed a light vehicle workshop fit out at Mining Area C and undertook bridge bearing replacement work on BHP’s Pilbara rail network. The Company continued to diversify its customer-base, securing a five-year maintenance and shutdown services contract across Fortescue Metals Group’s Pilbara operations, in addition to a contract for the construction of a pipeline, access road and transfer pond infrastructure at the Roy Hill mine site. Outside of iron ore, the Company was awarded a number of contracts, including a 12-month extension to its existing contract for the supply of shutdown and major mechanical services at South32’s Worsley Alumina Refinery in Collie, WA; a 12-month extension to its existing mechanical and electrical maintenance, shutdown and project services contract across BHP’s Nickel West operations in the Goldfields, WA; a 12-month extension to its existing contract with BHP Mitsubishi Alliance for the provision of dragline shutdown and maintenance services to its operations in the Bowen Basin, Queensland; and a three-year general mechanical maintenance services contract with Queensland Alumina Limited at its operations in Gladstone, Queensland. OPERATING AND FINANCIAL REVIEW 40 Image courtesy of Woodside. CASE STUDY Woodside In 2017, Monadelphous was awarded a major Outline Agreement with Woodside Energy Ltd for the provision of gas asset general maintenance services and offshore brownfields implementation for its gas production facilities. This year, Monadelphous was awarded a two-year extension to this Outline Agreement, which allows for contracts to be created between the parties for maintenance, turnaround and offshore brownfields implementation for Woodside’s onshore facilities, Karratha Gas Plant and Pluto LNG Plant, as well as its offshore facilities, Pluto LNG Platform, North Rankin Complex, Goodwyn A platform and Angel platform. Monadelphous has worked with Woodside since 2002 undertaking project activities and, since 2012, has been performing shutdown and maintenance services for Karratha Gas Plant and Pluto LNG Plant. Energy In the energy sector, demand for maintenance services increased significantly during the year, with the Company continuing to provide services under its existing, major onshore and offshore contracts at the Woodside-operated gas production facilities and on INPEX-operated Ichthys LNG’s offshore processing facilities, both in WA. Services were also provided to Shell in both Queensland and WA. Additionally, the Company continued to plan for a program of major turnarounds scheduled across customers’ facilities over coming years. During the period, the Company was awarded a two-year extension to its existing Outline Agreement with Woodside which allows for contracts to be created between the parties for the maintenance, shutdown and brownfields project services at the Woodside-operated onshore and offshore gas production facilities, a two-year extension for the provision of maintenance, turnarounds and brownfields modifications at another customer’s offshore LNG facility and a three-year contract with Origin to provide turnaround and shutdown support services at Australia Pacific LNG’s coal seam gas upstream project in Queensland. In addition to building on its industrial services capability, which includes fabric maintenance and rope access services, the Company commenced early decommissioning work with Petrofac on the Northern Endeavour floating production, storage and offtake facility and continued to explore further offshore decommissioning opportunities. 41 ANNUAL REPORT 2022 South America Papua New Guinea Buildtek, the Company’s Chile-based maintenance and construction services business, saw significant growth during the period, securing construction and maintenance contracts with major copper producers. Buildtek was awarded a number of contracts with Codelco, the world’s largest copper producer, including a three-year mine infrastructure maintenance services contract at the Chuquicamata underground mine, a five-year maintenance contract at the Radomiro Tomic mine, as well as construction work associated with the development of a new underground section of the El Teniente mine. Buildtek also secured its first contract with Collahuasi Mining Company to install a new tank and complete associated plant modifications at its maritime terminal in Punta Patache near Iquique. Buildtek continues to grow and, during the period, Monadelphous increased its shareholding in the business to 90 per cent. Buildtek has achieved revenue growth of approximately 75 per cent compared to the prior year, secured around $80 million in new contracts during the year and its workforce has more than doubled to over 1,700 employees since Monadelphous’ initial investment in late 2019. In Papua New Guinea, the Company was awarded further work with Newcrest at Lihir Island, providing engineering, procurement and construction (EPC) services on the Tank Refurbishment Project, as well as structural, mechanical, piping and electrical and instrumentation works on the Front End Recovery Project. In addition, the Company continued to provide EPC services, in joint venture with Worley, to Santos (formerly Oil Search) at its oil and gas production and support facilities in the Highlands region of Papua New Guinea. The Company has cemented its position as a leading maintenance and brownfield project service provider in Papua New Guinea, with a strong safety record and local content strategy, and has provided services in the region since 2007. Rail The Company continued to grow its rail maintenance services offering across Australia, providing a range of rail track, rail infrastructure and facility maintenance support services to multiple customers across various states, including Pacific National, Aurizon and ARTC. In the Pilbara, WA, the Company continued to provide services under its rail services contract with Rio Tinto. Outlook Buoyant conditions and ageing assets across all resources and energy sectors will continue to drive strong demand for maintenance services in Australia, as well as overseas in South America and Papua New Guinea. Buildtek employees completing asset integrity improvement works to the LNG import terminal jetty, operated by GNL Quintero. OPERATING AND FINANCIAL REVIEW 42 Monadelphous employees undertaking work at Perth Freight Terminal, Perth, Western Australia. Monadelphous employees at a pre-start meeting at Rio Tinto’s Parker Point, Karratha, Western Australia. SUSTAINABILITY Our Progress Rolled out It’s Up to Us campaign in relation to the prevention of sexual harassment and sexual assault. Launched new Stretch Reconciliation Action and Gender Diversity and Inclusion plans. Formalised goal of achieving net-zero emissions by 2050. Serious Incident Frequency Rate improved by approximately 55 per cent during the year. Named as a finalist in three safety innovation awards. ANNUAL REPORT 2021 45 ANNUAL REPORT 2022 Monadelphous is focused on ensuring the safety, wellbeing and development of its people, the delivery of outstanding service to its customers, caring for the environment and communities in which it works and providing superior returns to its shareholders. By focusing on these areas, the Company will achieve long-term sustainable growth, be recognised as a leader in its chosen markets and a truly great company to work for, to work with and invest in. Monadelphous’ strong reputation and success, built over 50 years, is attributed to the collective experience, knowledge and behaviour of its people. Its unique, values-based culture influences the way things are done and how decisions are made, and contributes to the Company being able to ‘deliver what we promise’. Monadelphous ended the year with a total workforce (including subcontractors) of 7,977, up 2.4 per cent on the prior corresponding period, with growth experienced in the Company’s Chilean and Papua New Guinean workforces being partially offset by the demobilisation of employees from a number of major construction projects completed during the year. The retention and attraction of highly capable employees aligned with the Monadelphous values remains a priority, particularly considering the high demand for talent across the industry. A variety of initiatives were undertaken during the year to enhance employee retention, wellbeing and job satisfaction. Importantly, the Company undertook a comprehensive review of its organisational structure during the period to ensure that it is appropriately organised to achieve its strategic objectives and deliver long-term, sustainable growth. The review identified a number of structural improvements to enhance the Company’s approach to growth and diversification and optimise project delivery. Safety and wellbeing Monadelphous’ Total Recordable Injury Frequency Rate at year end was 3.07 incidents per million hours worked. The Company’s performance was impacted by the high levels of operational activity and the large number of new employees onboarded during the period. Pleasingly, the Company’s Serious Incident Frequency Rate improved by approximately 55 per cent over the course of the year as a result of its sustained focus on the identification, elimination and mitigation of fatal risk hazards, and the continued application of Fatal Risk Control Standards. Monadelphous increased its focus on the provision of front- line programs to further promote and support in-field safety leadership. In addition, the Company launched a number of targeted safety campaigns aimed at addressing common risks, such as hand and finger injuries. The Company continued to invest effort in the important area of safety innovation and was pleased to be named as a finalist in three safety innovation awards during the period. Monadelphous’ smart conveyor module assembly system, which was used at BHP’s South Flank Inflow Project, was recognised in the National Safety Awards of Excellence. The specially designed self-propelled modular transporter davit frame, used to safely move and install gas pipeline sections at the Woodside-operated Pluto Liquefied Natural Gas Plant, was named as a finalist in the Western Australian (WA) Department of Mines’ Industry Regulation and Safety Excellence Awards. Finally, the Company was named as a finalist in the WA Association for Mental Health’s Mental Health Awards for its commitment to breaking down the stigma associated with mental health. Monadelphous continued to make significant progress on its Health and Wellbeing Strategy which, amongst other things, promotes healthy lifestyle choices and focuses on increasing mental wellbeing amongst employees. The Company supported mental health initiatives across its offices and sites which promote and encourage ongoing conversations regarding the importance of mental health awareness. Monadelphous remains committed to its goal of zero harm, executing work in line with its safety philosophy of The Safe Way is the Only Way. People Acceptable workplace behaviour During the period, the Company undertook a substantial program of work to review its processes and practices, and reinforce its high expectations of its workforce, in relation to the prevention of sexual harassment and sexual assault. A comprehensive review of the Company’s Code of Conduct and supporting policies was carried out in respect to acceptable workplace behaviours across its operations, culminating in the implementation of the Monadelphous It’s Up to Us campaign. The campaign, which highlights the important role every employee at Monadelphous plays in creating a safe, respectful and inclusive work environment, is a positive and proactive step towards preventing such incidents within the Company’s workplaces. Employee Retention Plan The significantly high industry activity levels experienced during the year, which were exacerbated by the interstate travel restrictions imposed to reduce the spread of COVID-19, extensively impacted the Company’s ability to source and retain talent. This extremely competitive labour market is predicted to continue in the foreseeable future, with labour demands expected to increase further as a result of the large number of construction opportunities forecast for coming years, and the continued strong demand for maintenance services. In response, the Company implemented the Monadelphous 2021 Employee Retention Plan (ER Plan) during the period. The ER Plan acts as a retention incentive for those employees whose sustained contribution is of critical strategic and operational importance to the success of the business in a manner aligned to the creation of shareholder wealth. The ER Plan provides a one-off issue of Retention Rights to select employees, which vest over a three-year period subject to continued service conditions, enabling employees critical to the achievement of the Company’s strategic objectives to share in the long-term performance of the Company. Employee benefits program A review of Monadelphous’ employee benefits program was undertaken during the year to ensure the program is appropriately aligned to market conditions and best supports the Company’s employee retention and attraction strategies. The review included a comparison of similar benefits programs across related industry sectors to identify potential opportunities for improvement. Training and talent development Recognising the important role leaders play in the delivery of services to customers and in retaining talent, participants from across the organisation took part in the Leading at Monadelphous, Emerging Leaders and Group Mentoring programs, as well as in the Company’s site-based senior leadership coaching program, Leading the Safe Way. In addition, a number of leaders at Monadelphous commenced their Diploma of Leadership and Management, and Diploma of Project Management. For new managers at Monadelphous, the Company launched its Red Book, a practical overview of what new managers need to know as they step into people management roles at Monadelphous. The Company’s Employee Development Centre, a registered training organisation (RTO 52582) based in Bibra Lake, WA, delivered approximately 4,800 high quality training interactions for trades personnel throughout the year, including high risk work licence training accreditation and verification of competency for the Company’s craft employees. OPERATING AND FINANCIAL REVIEW 46 Talent acquisition and performance management system Monadelphous’ new talent acquisition and performance management system, Avature, was launched during the second half of the year. Avature will drive efficiencies in the sourcing, onboarding and re-deployment of the Company’s workforce, and support the Company’s talent management and succession planning processes. Monadelphous employees at Rio Tinto’s West Angelas Deposits C & D Project, Newman, Western Australia. Strategic sourcing During the period, the Company undertook activities to improve its attraction systems, including enhancing its employee referral programs, reinforcing its Alumni program and reinvigorating its international sourcing strategy which was placed on hold during the period of international travel restriction. Attraction of future talent Monadelphous’ Graduate, Vacation, Apprenticeship and Traineeship programs continue to attract and nurture a diverse group of talented people as they enter the workforce. During the year, this included 75 participants in the Graduate and Vacation programs, 56 in the Apprenticeship program and seven in the Traineeship program. Through these programs, participants had the opportunity to explore a range of career pathways through rotations and additional learning and development opportunities. Graduate and Vacation program disciplines included engineering, construction management, accounting and health, safety, environment and quality, while Apprenticeship program disciplines included boilermakers, mechanical fitters, electricians and heavy-duty mechanics. 47 ANNUAL REPORT 2022 Diversity and inclusion Monadelphous remains committed to retaining and attracting a workforce where people of all backgrounds, skills and cultures are able to work together collaboratively, inspiring them to reach their full potential and contribute to the long- term success of the business. Indigenous engagement As part of Monadelphous’ 2022 NAIDOC Week celebrations, the Company launched its latest Stretch Reconciliation Action Plan (RAP) for the period 2022 to 2025 following endorsement of the Plan by Reconciliation Australia. The Company’s fourth RAP, and second Stretch RAP, articulates Monadelphous’ pledge to take meaningful action to advance reconciliation for Aboriginal and Torres Strait Islander peoples, and is based around the core pillars of relationships, respect and opportunities. Commitments contained in the 2022-2025 RAP include the provision of long-term Indigenous employment opportunities and training and development programs, as well as supporting First Nations businesses through the establishment of meaningful and mutually beneficial commercial partnerships. As part of the RAP, the Company has committed to continuing to maintain in excess of three per cent Indigenous employment across its Australian workforce and growing spend with Indigenous-owned businesses. Since its launch in July 2021, more than 20 participants have taken part in Monadelphous’ Indigenous Pathways Program, delivered in partnership with Rio Tinto. The Program, which provides current and future Indigenous employees with traineeships, apprenticeships and tertiary study support, aims to increase the amount of skilled and qualified Indigenous people in the resources sector, and create rewarding, long- term careers. Monadelphous continued to contribute financial support and resources as a part of its partnership with the Polly Farmer Foundation (PFF), which aims to empower Indigenous students to complete school and progress into early career pathways. As a founding corporate sponsor of PFF’s Living the Dream alumni network, Monadelphous contributed to the provision of 12 bursaries for PFF Living the Dream alumni to support their tertiary education. Company employees also presented to PFF Follow the Dream students at regional schools during the year, with Follow the Dream students from Bunbury and Katanning, both in WA, visiting Monadelphous facilities to learn about careers available with the Company. Gender diversity and inclusion In late 2021, the Company launched its second Gender Diversity and Inclusion Plan 2021-2024. The Plan focuses on ensuring a safe, respectful and inclusive workplace for all, increasing female participation through early career pathways, nurturing key female talent, removing gender-based barriers to entering trade roles, and connecting women through networking and mentoring. Students from Newton Moore Senior High School painting a Monadelphous shipping container as part of the Company’s partnership with Polly Farmer Foundation, Bunbury, Western Australia. OPERATING AND FINANCIAL REVIEW 48 over $370,000 in funds and supported its employees in the provision of 600 hours of voluntary work in the communities where Monadelphous works. Initiatives included donations towards the construction of family-friendly, gender diverse changerooms at the sporting precinct in Roxby Downs, South Australia (SA), sponsorship of the Yallarm STEM Camp in Gladstone, Queensland, a donation to the Queensland State Emergency Services to support flood assistance efforts, the provision of financial contributions to approximately 40 regional sporting clubs across Australia and support for major community organisations, such as Beyond Blue, Red Nose Day and Police and Community Youth Centres. Environment Monadelphous formalised its goal of achieving net-zero emissions by 2050, underlining its commitment to the sustainable management of the unique environments in which it works. The Company’s environmental strategy is focused on decarbonising operational activities, and includes objectives supporting the transition to renewable power, ‘greening’ its fleet and offsetting carbon emissions. The Company’s commitment to net-zero emissions by 2050 was supported by the establishment of an Environmental Strategy Steering Committee and a Greening the Fleet Working Group to identify green-fuel options that advance both the Company’s, and its customers’, decarbonisation goals. Working Groups are also being established for the focus areas associated with switching to renewable power, and optimising operational activities. Monadelphous continues to monitor advances in technology that provide opportunities to reduce emissions across the business. The Company will also maintain its focus on minimising potential environmental impact areas, including waste, natural environment clearing activities and the prevention of pollution. During the period, the Company supported a variety of environmental initiatives, including participating nationally in Keep Australia Beautiful Day, foreshore rehabilitation programs in Karratha, WA, and support for Arid Recovery wildlife reserve in Roxby Downs, SA. Ensuring compliance with customer requirements and legislation and regulation is critical to maintaining a reputation as a contractor of choice. The Company’s history of zero serious environmental incidents continued this year, in line with its commitment to zero harm. The move towards a low-carbon economy continues to influence change in a number of industries within which the Company operates. Monadelphous remains committed to the ongoing monitoring of its environmental risk profile, taking into consideration the impacts of climate change on its business and strategy, and maintaining an ability to adapt to customer and market shifts. The Company continues to review its exposure to climate change risks by reference to the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures and reports its material risks and the management of those risks in its Corporate Governance Statement. Lorna Rechichi, Monadelphous General Manager Heavy Lift Services, speaking at the launch of the Company’s second Gender Diversity and Inclusion Plan in Perth, Western Australia. The Plan contains measurable targets, including achieving a minimum of 20 per cent female intake in the Company’s Graduate and Vacation Programs, 30 per cent female composition of the Monadelphous Board, 90 per cent retention of key female talent and a minimum of 12 per cent female representation in the Company’s key talent program. Monadelphous is pleased to confirm all targets were reached or exceeded during the period. In line with its commitment to connecting women through networking and mentoring, the Company launched a new corporate partnership with the National Association of Women in Operations. Through this partnership, Monadelphous employees are able to participate in industry events focused on facilitating networking and mentoring opportunities with industry peers. Monadelphous extended its partnerships with the University of Western Australia’s Girls in Engineering Program and Queensland University of Technology’s Gender Equity in Engineering Makes Sense Program, to aid the Company’s objective of increasing female participation in the sectors where it works through early career pathways. The Company facilitated the Girls in Engineering Karratha tour in WA, where students attended Monadelphous facilities and were afforded the opportunity of learning about a career in engineering from experienced professionals. Community The Company’s approach to community engagement continued to focus on delivering meaningful value through a combination of partnerships and initiatives in key operational areas, as well as employee-led community projects. During the year, the Company participated in more than 100 community initiatives across 25 locations, contributed 49 ANNUAL REPORT 2022 Australia’s transition towards clean energy continues to strengthen and Monadelphous continues to grow its footprint in the renewable energy sector through Zenviron. An increasing pipeline of new wind farms coming to market in the next few years will provide opportunities, both in the electricity market as well as in the private sector, as industrial operators move rapidly to meet their decarbonisation objectives. Since its establishment, Zenviron has been involved in the construction of ten wind farms, including New South Wales’ largest ever wind farm. To date, Zenviron has constructed 425 wind turbines with generation capacity of 1,607MW, representing power for 1.11 million homes and 6.57 million tonnes of carbon displaced each year. A further 66 turbines are under construction, representing 396MW. Rapid development of the hydrogen sector is also expected to provide opportunities for Monadelphous in the coming years. Greenhouse gas reporting The Company’s overall carbon footprint is deemed small, but it continues to look for ways to reduce its emissions, which have been relatively stable for the last few years, particularly in light of its net-zero commitment. Greenhouse gas emissions data is monitored for environmental planning, legislative requirements, tracking progress towards net-zero emissions and sustainability reporting purposes. This involves the collection of data relating to fuel use, energy consumption and indirect emissions. The Company continues to undertake greenhouse gas reporting to monitor its emissions and reduce its overall footprint. Energy usage is predominantly in the areas of gases utilised in welding processes, fuel used in vehicles and plant and equipment required for execution of services. Monadelphous undertakes greenhouse and energy reporting under the National Greenhouse and Energy Reporting (NGER) Act. During the year, reportable scope 1 and 2 carbon emissions (CO2e) were equivalent to 18,355 tonnes, significantly below the legislative reporting threshold of 50,000 tonnes CO2e. Total emissions were 22,974 tonnes CO2e. The Company triggers the energy consumption threshold of 200 Terajoules (TJ) under the NGER Act and annually reports this information to the Clean Energy Regulator. The total energy consumption for the 2021/22 period was 268 TJ. The Company routinely collects and monitors greenhouse gas emissions reporting data and has assessed that its current reporting is appropriate for all stakeholders in consideration of the risks, impacts and costs of reporting, and is consistent with the principles of the ESG Reporting Guide for Australian Companies (2015). Productivity and innovation Monadelphous continues to identify opportunities to improve productivity and deliver value for its customers through business-aligned innovation and technology. During the period, a trial of robotic process automation (RPA), which aims to remove manual tasks and improve productivity by automating business processes, resulted in RPA being deployed across Monadelphous more broadly, freeing up employees to work on higher-value, skilled work. In addition, the Company continued to progress its digital transformation journey, maximising value from data-backed decision- making through ongoing digitalisation of in-field processes. Monadelphous is focused on consolidating and streamlining applications to enable the delivery of high-quality customer service, on-time project delivery and improved productivity. Monadelphous has developed the internal capability to provide sites with a tool for the rapid creation of electronic forms and digital workflows, including safety-based inspections, electronic timesheets, progress capture and asset inspections. Electronic forms and voice capture are recognised as efficient methods of delivering improvements in the accuracy and timeliness of data capture required to support service delivery. The Company also continues to focus on standardising data capture processes and producing dynamic and interactive visualisations to support rapid decision-making and gain improved visibility of project performance. Across its operations, employees continued to focus on improving safety and efficiency through innovation. In the south-west region of WA, the Monadelphous team designed and implemented a prefabricated, adjustable tool to enable new calciner weigh feeder belts to be easily and safely transferred into position. The unique design eliminated manual handling and the related risk of injury, and removed both cost and time from the process, with the innovative solution saving the customer over 100 hours of work on every belt change and reduced the task duration by 24 hours. Ongoing collaboration between the Company’s project engineers and drone pilots has seen the Company utilise drones for a number of safety and efficiency inspections during the period, particularly in difficult to access locations and in support of incident investigations. The Company’s commitment to net-zero emissions by 2050 was supported by the establishment of an Innovation Working Group to identify green-fuel options that advance both the Company’s and its customers’ decarbonisation goals. Always seeking to add value to its customers by leveraging the collective knowledge and experience of its people, Monadelphous continued to participate in selected customer Open Innovation Challenges, and in recognition of its problem-solving skills, the Company was named as a finalist in a recent Challenge. OPERATING AND FINANCIAL REVIEW 50 Monadelphous employees participating in the Karratha Foreshore Rehabilitation Program, Karratha, Western Australia Governance The Board of Directors of Monadelphous Group Limited is responsible for establishing the Company’s corporate governance framework with regard to the ASX Corporate Governance Council Principles and Recommendations. The Board guides and monitors the business and affairs of Monadelphous on behalf of its shareholders, by whom they are elected and to whom they are accountable. The Company has in place charters, policies and procedures which support the framework to ensure a high standard of governance is maintained. Monadelphous’ full Corporate Governance Statement, Board and Sub-Committee charters and the Company’s governance policies, are published on its website. Monadelphous has exposure to a number of material risks which are identified and managed within the Group’s Risk Management Framework. These risks, and the Company’s approach to their management, are disclosed in the Company’s Corporate Governance Statement which is available on its website. Monadelphous operates management systems certified to ISO 9001 quality management systems, and AS/NZS 4801 and ISO 45001 for occupational health and safety management systems. Mitigation of environmental risks includes the maintenance and implementation of a certified environmental management system (ISO 14001) to ensure sustainable work practices and monitoring and minimising environmental impacts as far as practicable. FINANCIAL REPORT Directors’ Report Independent Audit Report Directors’ Declaration Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 53 73 78 79 80 81 82 83 84 Monadelphous employees working at Rio Tinto’s West Angelas Deposits C & D Project, Newman, Western Australia. 53 ANNUAL REPORT 2022 DIRECTORS’ REPORT Your directors submit their report for the year ended 30 June 2022. DIRECTORS The names and details of the directors of the Company in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. Names, qualifications, experience and special responsibilities Calogero Giovanni Battista Rubino Chairman Appointed 18 January 1991 Resigned as Managing Director on 30 May 2003 and continued as Chairman 56 years experience in the construction and engineering services industry Robert Velletri Managing Director Appointed 26 August 1992 Mechanical Engineer, Member of Engineers Australia Appointed as Managing Director on 30 May 2003 43 years experience in the construction and engineering services industry Susan Lee Murphy AO Lead Independent Non-Executive Director Appointed 11 June 2019 Civil Engineer, Honorary Fellow of Engineers Australia 43 years experience in the resources and infrastructure industries Peter John Dempsey Independent Non-Executive Director Dietmar Robert Voss Independent Non-Executive Director Helen Jane Gillies Independent Non-Executive Director Also a non-executive director of the following other publicly listed entity, MMA Offshore Limited (ASX: MRM) – appointed 30 April 2021 Appointed 30 May 2003 Civil Engineer, Fellow of Engineers Australia, Member of the Australian Institute of Company Directors 50 years experience in the construction and engineering services industry Also a non-executive director of the following other publicly listed entity, Service Stream Limited (ASX: SSM) – appointed 1 November 2010 Appointed 10 March 2014 Chemical Engineer, Member of the Australian Institute of Company Directors 48 years experience in the oil and gas, and mining and minerals industries Appointed 5 September 2016 Solicitor, Master of Business Administration and Construction Law, Fellow of the Australian Institute of Company Directors 26 years experience in the construction and engineering services industry Also a non-executive director of the following other publicly listed entities, Yancoal Australia Limited (ASX: YAL) – appointed 30 January 2018, Aurelia Metals Limited (ASX: AMI) – appointed 21 January 2021 Enrico Paul Buratto Independent Non-Executive Director Appointed 11 October 2021 Civil Engineer, Fellow of Engineers Australia 47 years experience in the construction and engineering services industry Christopher Percival Michelmore Independent Non-Executive Director Appointed 1 October 2007, Retired 23 November 2021 Civil Engineer, Fellow of Engineers Australia 50 years experience in the construction and engineering services industry FINANCIAL REPORT 54 DIRECTORS’ REPORT COMPANY SECRETARIES Philip Trueman Company Secretary and Chief Financial Officer Kristy Glasgow Company Secretary Appointed 21 December 2007 Chartered Accountant, Member of Chartered Accountants Australia and New Zealand 22 years experience in the construction and engineering services industry Appointed 8 December 2014 Chartered Accountant, Member of Chartered Accountants Australia and New Zealand 17 years experience in the construction and engineering services industry INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE As at the date of this report, the interests of the directors in the shares and options of Monadelphous Group Limited were: C. G. B. Rubino R. Velletri P. J. Dempsey D. R. Voss H. J. Gillies S. L. Murphy E. P. Burrato EARNINGS PER SHARE Basic Earnings Per Share Diluted Earnings Per Share DIVIDENDS Final dividends declared – on ordinary shares Dividends paid during the year: Current year interim – on ordinary shares Final for 2021 – on ordinary shares Ordinary Shares 1,022,653 2,139,321 78,000 72,630 9,260 8,000 Nil Performance Rights over Ordinary Shares Options over Ordinary Shares Nil Nil Nil Nil Nil Nil Nil Nil 600,000 Nil Nil Nil Nil Nil Cents 54.90 54.54 Cents $’000 25.00 23,834 24.00 22,829 21.00 19,933 55 ANNUAL REPORT 2022 DIRECTORS’ REPORT CORPORATE INFORMATION Corporate structure Monadelphous Group Limited is a company limited by shares that is incorporated and domiciled in Australia. Monadelphous Group Limited has prepared a consolidated financial report incorporating the entities that it controlled during the financial year (refer note 22 in the financial report). The registered office of Monadelphous Group Limited is located at: 59 Albany Highway Victoria Park Western Australia 6100 Nature of operations and principal activities Engineering Services Monadelphous is a diversified services company operating in the resources, energy and infrastructure industry sector. Services provided include: • Fabrication, modularisation, offsite pre-assembly, procurement and installation of structural steel, tankage, mechanical and process equipment, piping, demolition and remediation works • Multi-disciplined construction services • Plant commissioning • Electrical and instrumentation services • Engineering, procurement and construction services • Process and non-process maintenance services • Front-end scoping, shutdown planning, management and execution • Water and waste water asset construction and maintenance • Construction of transmission pipelines and facilities • Operation and maintenance of power and water assets • Heavy lift and specialist transport • Access solutions • Dewatering services • Corrosion management services • Specialist coatings • Rail maintenance services General Monadelphous operates from major offices in Perth and Brisbane, with regional offices in Sydney, Newcastle, Beijing (China), Ulaanbaatar (Mongolia), Manila (Philippines) and Santiago (Chile), and a network of workshop facilities in Kalgoorlie, Karratha, Port Hedland, Newman, Tom Price, Darwin, Roxby Downs, Gladstone, Hunter Valley, Mackay, Bibra Lake, Bunbury, Chinchilla, Mudgee, Rutherford and Tianjin (China). The consolidated entity’s revenue is earned predominantly from the resources, energy and infrastructure industry sector. There have been no significant changes in the nature of those activities during the year. Employees The consolidated entity employed 7,541 employees as of 30 June 2022 (2021: 7,559 employees). FINANCIAL REPORT 56 DIRECTORS’ REPORT OPERATING AND FINANCIAL REVIEW Review A review of operations of the consolidated entity during the financial year, the results of those operations, the changes in the state of affairs and the likely developments in the operations of the consolidated entity are set out in the Operating and Financial Review section. Operating results for the year Revenue from contracts with customers Profit after income tax expense attributable to equity holders of the parent 2022 $’000 2021 $’000 1,809,451 1,753,738 52,219 47,060 SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the parent entity or the consolidated entity during the financial year. SIGNIFICANT EVENTS AFTER REPORTING PERIOD Dividends declared On 22 August 2022, the directors of Monadelphous Group Limited declared a final dividend on ordinary shares in respect of the 2022 financial year. The total amount of the dividend is $23,834,482 which represents a fully franked final dividend of 25 cents per share. This dividend has not been provided for in the 30 June 2022 financial statements. The Monadelphous Group Limited Dividend Reinvestment Plan will apply to the dividend. LIKELY DEVELOPMENTS AND EXPECTED RESULTS Refer to the Operating and Financial Review section for information regarding the likely developments and future results. ENVIRONMENTAL REGULATION AND PERFORMANCE Monadelphous Group Limited is subject to a range of environmental regulations. During the financial year, Monadelphous Group Limited met all reporting requirements under any relevant legislation. There were no incidents which required reporting. The Company strives to continually improve its environmental performance. SHARE OPTIONS Unissued shares As at the date of this report, there were 1,086,800 retention rights and 5,640,000 options on issue as follows: • 362,202 retention rights to take up one ordinary share in Monadelphous Group Limited. The retention rights have a vesting date 20 December 2022 • 362,202 retention rights to take up one ordinary share in Monadelphous Group Limited. The retention rights have a vesting date 20 December 2023 • 362,396 retention rights to take up one ordinary share in Monadelphous Group Limited. The retention rights have a vesting date 22 December 2024 • 2,047,500 options to take up one ordinary share in Monadelphous Group Limited. The options have a vesting date 1 September 2022 • 2,047,500 options to take up one ordinary share in Monadelphous Group Limited. The options have a vesting date 1 September 2023 • 1,545,000 options to take up one ordinary share in Monadelphous Group Limited. The options have a vesting date 1 September 2024 Retention rights and options holders do not have any right, by virtue of the retention right or option, to participate in any share issue of the Company or any related body corporate or in the interest of any other registered Scheme. Shares issued as a result of the exercise of performance rights On 1 July 2021, 155,556 performance rights vested and were exercised. On 1 July 2022, 75,224 performance rights vested and were exercised. 57 ANNUAL REPORT 2022 DIRECTORS’ REPORT INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During the financial year, the Company has paid premiums in respect of a contract insuring all the directors and officers of Monadelphous Group Limited against a liability incurred in their role as directors of the Company, except where: (a) the liability arises out of conduct involving a wilful breach of duty; or (b) there has been a contravention of Sections 182 or 183 of the Corporations Act 2001. INDEMNIFICATION OF AUDITORS The Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against certain liabilities to third parties arising from the audit to the extent permitted by law. The indemnity does not extend to any liability resulting from a negligent, wrongful or wilful act or omission by Ernst & Young. No payment has been made to indemnify Ernst & Young during or since the audit. INTERESTS IN CONTRACTS OR PROPOSED CONTRACTS WITH THE COMPANY During or since the end of the financial year, no director has had any interest in a contract or proposed contract with the Company being an interest the nature of which has been declared by the director in accordance with Section 300(11)(d) of the Corporations Act 2001. FINANCIAL REPORT 58 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) The Remuneration Report for the year ended 30 June 2022 outlines the Key Management Personnel remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001. For the purposes of this report Key Management Personnel of the Group are defined as those persons having the authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent Company. For the purposes of this report, the term ‘executive’ encompasses the Managing Director (MD), Chief Financial Officer (CFO) and Executive General Managers (EGM) of the Group. Details of Key Management Personnel (i) Directors C. G. B. Rubino Chairman R. Velletri S. L. Murphy P. J. Dempsey Managing Director Deputy Chair and Lead Independent Non-Executive Director Independent Non-Executive Director C. P. Michelmore Independent Non-Executive Director – Retired 23 November 2021 D. R. Voss H. J. Gillies E. P. Buratto (ii) Senior executives D. Foti Z. Bebic P. Trueman Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director – Appointed 11 October 2021 Executive General Manager, Engineering Construction Executive General Manager, Maintenance & Industrial Services Chief Financial Officer and Company Secretary Remuneration Philosophy The performance of the Company depends predominantly and primarily upon the quality of its employees. To prosper, the Company must attract, motivate and retain highly skilled employees, which includes the directors and executives of the Company. To this end, the Company embodies the principles of providing competitive rewards to attract and retain high calibre executives, and the linking of executive rewards to the creation of shareholder value. Remuneration Committee The Remuneration Committee of the Board of Directors of the Company is responsible for reviewing and recommending compensation arrangements for the directors and the executive management team. The Remuneration Committee utilises remuneration survey data compiled by a recognised remuneration research organisation across a range of industries and geographic regions. The remuneration survey data is updated every 6 months and is used to assess the appropriateness of the nature and amount of remuneration of directors and the executive management team. This assessment is made with reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. In recommending the remuneration levels of directors and executives, the Remuneration Committee takes into consideration the performance of the Group, divisions and business units as well as that of the individual. Remuneration Structure In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is separate and distinct. 59 ANNUAL REPORT 2022 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Executive remuneration Objective The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company so as to: • Reward executives for Group, divisional, business unit, and individual performance; • Align the interests of executives with those of shareholders; and • Ensure total remuneration is competitive by market standards. All executives have non-fixed term employment contracts. The Company or executive may terminate the employment contract by providing 3 months written notice. The Company may terminate the contract at any time without notice if serious misconduct has occurred. Structure In determining the level and make-up of executive remuneration, the Remuneration Committee receives external survey data from recognised remuneration research organisations and considers market levels for comparable executive roles when making its recommendations to the Board. Executive remuneration consists of a fixed remuneration element and a variable remuneration element. The variable remuneration element can be provided under the Combined Reward Plan, Employee Retention Plan and/or the Employee Option Plan. From time to time, the Company reviews the structure and composition of variable remuneration to ensure it remains relevant and market competitive. The significantly high industry activity levels experienced during the year, which were exacerbated by the interstate travel restrictions imposed to reduce the spread of COVID-19, extensively impacted the Company’s ability to source and retain talent. This extremely competitive labour market is predicted to continue in the foreseeable future, with labour demands expected to increase further as a result of the large number of construction opportunities forecast for coming years, and the continued strong demand for maintenance services. The predicted shortfall of skilled labour will be a major capacity constraint for the industry and for Monadelphous, and will significantly challenge the company’s ability to retain people, as well as to attract new employees. In response, the Company implemented the Monadelphous 2021 Employee Retention Plan (ER Plan) during the period. The ER Plan acts as a retention incentive for those employees whose sustained contribution is of critical strategic and operational importance to the success of the business, in a manner aligned to the creation of shareholder wealth. Remuneration Element Individual Components Purpose Link to Performance Fixed Remuneration Comprises base salary, superannuation and other benefits. To provide market competitive fixed remuneration appropriate to the position and competitive in the market, taking into account the individual’s skills, experience and qualifications. Variable Remuneration – Combined Reward Plan Comprises cash payment, and/or performance rights issued under the Monadelphous Group Limited Performance Rights Plan. To recognise and reward the senior leaders of the business who contribute to the Group’s success, to align these rewards to the creation of shareholder wealth over time and ensure the long term retention of employees. Variable Remuneration – Employee Option Plan Comprises options issued under the Monadelphous Group Limited Employee Option Plan. To retain and reward key employees in a manner aligned to the creation of shareholder wealth. Variable Remuneration – 2021 Employee Retention Plan Comprises a one-off issue of Retention Rights granted in the form of Performance Rights subject to the Monadelphous Group Limited Performance Rights Plan rules. Specifically developed to mitigate the effects of the extremely tight labour market. To retain and recognise key employees whose contribution is of critical strategic and operational importance to Monadelphous, enabling them to share in the long term performance of the Company in a manner which is aligned to the creation of shareholder wealth. Assessed at an individual level based on performance of responsibilities and cultural alignment with the Company’s values. Performance assessed against financial, safety, people, customer satisfaction and strategic progress targets set by the Board on an annual basis. Vesting of awards is dependent on continuity of employment. Vesting of awards is dependent on exceeding EPS growth targets and continuity of employment. Vesting of awards is dependent on continuity of employment. FINANCIAL REPORT 60 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Executive remuneration (continued) Structure (continued) The proportion of fixed remuneration and variable remuneration is established for each member of the executive management team by the Remuneration Committee. Tables 1 and 2 on pages 65 and 66 of this report detail the proportion of fixed and variable remuneration for each of the executive directors and the senior executives of the Company. Fixed remuneration Objective Monadelphous has a structured approach aimed at delivering fixed remuneration which is market competitive and rewards performance. The Company participates in a number of respected remuneration surveys from which it receives quarterly or six-monthly market and forecast data, and its remuneration system is designed to analyse detailed market and sector information at various levels. The level of fixed remuneration is set to provide a base level of remuneration which is both appropriate to the position and competitive in the market, taking into account the individual’s skills, experience and qualifications. Fixed remuneration levels are considered annually by the Remuneration Committee having reviewed an individual’s performance, alignment with the Company’s values and comparative remuneration levels in the market. Structure Executive team members are given the opportunity to receive their fixed remuneration in a variety of forms including base salary, superannuation and other benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. The fixed remuneration component of the executives of the Company is detailed in Tables 1 and 2 on pages 65 and 66 of this report. Variable remuneration – Combined Reward Plan Objective The objective of the Combined Reward Plan (the CR Plan) is to recognise and reward the senior leaders of the business who positively contribute to the Company’s success, to align these rewards to the creation of shareholder wealth over time and to ensure the long term retention of the Company’s key talent. The CR Plan combines short and long term incentive elements and rewards performance of both the Company and the employee. The equity component of the award is subject to service vesting conditions and disposal restrictions, encouraging employee retention and linking rewards to the creation of shareholder value through long term share ownership, with employee and shareholder alike benefitting from the long term growth in the share price. Structure Under the CR Plan, the Board has the discretion to make awards on an annual basis subject to Company and individual performance. Awards may be delivered in the form of a combination of cash and/or Performance Rights. For the year ended 30 June 2021, the Board determined that no award would be made under the CR Plan. For the year ended 30 June 2022, awards comprised of a 25 per cent cash payment, which was paid in July 2022, with 75 per cent of the award to be offered in the form of performance rights in or around October 2022. The number of performance rights to be offered will be calculated using the arithmetic average of the ten-day daily volume weighted average market price of the Company’s ordinary shares commencing on the second trading day after the record date in respect of the FY22 final dividend. This calculation is the same as that used to determine the undiscounted share price for the Dividend Reinvestment Plan. It is intended that the Performance Rights component will vest into shares in equal instalments, on 1 July 2023, 1 July 2024 and 1 July 2025, subject to the employee remaining in the employ of the Company at those particular dates. It is intended that one share be issued for each vested Performance Right, with the resulting shares being restricted from disposal until the opening of the Monadelphous share trading window following the release of the 30 June 2025 financial results, in or around August 2025. Unvested Performance Rights remain subject to Monadelphous’ clawback policy. The Board has the discretion as to the circumstances that would result in a clawback of unvested Performance Rights. Factors resulting in material financial misstatement or underperformance, gross negligence, material lack of compliance, significant personal underperformance or behaviour that is likely to damage the Company’s reputation, would likely result in a clawback of unvested Performance Rights. Performance Requirements At the beginning of each financial year, the Board sets quantified, challenging, performance targets for the key performance areas of the business, taking into account the prevailing economic conditions for the year ahead, the Company’s strategic objectives and the key risk factors facing the business at that time. The targets are designed to focus the activities of the business on the key areas of performance that deliver long term sustainable growth for shareholders. 61 ANNUAL REPORT 2022 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Variable remuneration – Combined Reward Plan (continued) Performance Requirements (continued) For the year ended 30 June 2022, the Managing Director had a target opportunity of 40% of fixed remuneration, and a maximum opportunity of 60%. Executives had a target opportunity of 30% of fixed remuneration, and a maximum opportunity of 45%. The target opportunity is awarded for achieving the objectives set by the Board at the beginning of each financial year. In order for the maximum opportunity to be awarded, performance must be a clear margin above the planned targets that were set. At the end of each financial year, the Board assesses the Group’s net profit before tax performance against the budgeted target prior to any awards being considered under the CR Plan. Once the Board has approved that an award can be made under the CR Plan, executive performance is assessed against the relevant targets set at the beginning of the financial year at a Group, division, business unit and individual level. This assessment is taken into account when determining the amount, if any, of the award to be made to each individual under the CR Plan, with annual awards being subject to approval by the Remuneration Committee and Board. The following key performance areas (KPAs) are considered in the assessment process, covering a number of financial and non-financial, Group and divisional measures of performance. The table below provides an overview of these KPAs and the weighting applied when assessing performance. Earnings Performance Other Earnings per Share Divisional Contribution Group KPAs Divisional KPAs 60% 60% 30% - - 30% 40% - - - 40% 40% MD CFO EGM Other Group or divisional KPAs relate to: • Working capital management • Safety performance • People performance • Customer satisfaction • Strategic progress The Company regards the performance targets and the actual result as confidential and commercially sensitive in nature and if disclosed, would provide an unfair advantage to competitors. Subsequent to year end, based on the financial performance of the Company for the year ended 30 June 2022, the Board determined that an award would be made under the CR Plan with approximately 150 employees eligible for an award of Performance Rights. Group and Divisional performance for the year ended 30 June 2022 was as follows: Earnings Performance Other EPS Divisional Contribution Working Capital Management Safety People Customer Satisfaction Strategic Progress Group Engineering Construction Maintenance & Industrial Services Legend: Between target and maximum On target Between threshold and target FINANCIAL REPORT 62 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Variable remuneration – Combined Reward Plan (continued) Performance Requirements (continued) The following table sets out the awards under the CR Plan for each executive for the financial years ended 30 June 2022 and 30 June 2021: R. Velletri P. Trueman D. Foti Z. Bebic 2022 Total Award $ 2021 Total Award $ 2022 % of Maximum Opportunity Earned 2021 % of Maximum Opportunity Earned 509,600 207,700 291,100 250,800 - - - - 78% 81% 77% 74% - - - - Tables 1 and 2 on pages 65 and 66 of this report detail the proportion of fixed and variable remuneration for each of the executive directors and the senior executives of the Company for the financial years ended 30 June 2022 and 30 June 2021. The Performance Right component of the award relating to the year ended 30 June 2022, which is to be offered in or around October 2022, will be amortised over three years. It is estimated, based on the share price at 30 June 2022, that approximately 95,000 Performance Rights will be offered to Key Management Personnel under the terms of the CR Plan for the year ended 30 June 2022 (2021: nil Performance Rights). On 1 July 2021, 155,556 Performance Rights representing the second tranche of the award under the terms of the CR Plan for the year ended 30 June 2019 and the third tranche of the award under the terms of the CR Plan for the year ended 30 June 2018 vested and were exercised into Monadelphous Group Limited ordinary shares. On 1 July 2022, 75,224 Performance Rights representing the third tranche of the award under the terms of the CR Plan for the year ended 30 June 2019 vested and were exercised into Monadelphous Group Limited ordinary shares. Variable remuneration – Employee Option Plan Objective The objective of the Employee Option Plan is to retain and reward key employees in a manner which aligns this element of remuneration with the creation of shareholder wealth. Structure Monadelphous Group Limited Employee Option Plan Equity-based grants to executives are at the discretion of the Remuneration Committee and Board, and may be delivered in the form of options. Should any issue of options be considered, the individual performance rating of each executive and the annual cost to the Company, on an individual basis, is taken into account when determining the amount, if any, of options granted. In November 2020, the Company offered 300,000 options to the Managing Director, subject to shareholder approval, under the terms of the 2020 award of the Monadelphous Group Limited Employee Option Plan and subject to the Monadelphous Group Limited Employee Option Plan Rules. The timing of the proposed grant did not allow for a resolution to be tabled at the 2020 Annual General meeting. As a result, shareholder approval was sought and obtained at the Company’s 2021 Annual General Meeting on 23 November 2021, and the options were issued to the Managing Director on the same date. In accordance with the terms of the offer and the rules of the Monadelphous Group Limited Employee Option Plan, the options can only be exercised in specified window periods (or at the discretion of the Board in particular circumstances) and are subject to the financial performance of the Company during the option vesting period (measurement period). Earnings Per Share (EPS) growth is the means for measuring the performance of the Company over the measurement period. In respect of the 2019 award of options, in order for 100 per cent of the options to be exercisable EPS growth of 10 per cent per annum (compounded over the measurement period) is required. If EPS growth of 5 per cent per annum (compounded) is achieved, 50 per cent of the options will be exercisable and if EPS growth of between 5 per cent and 10 per cent per annum (compounded) is achieved, a pro-rata number of options will be exercisable. In respect of the 2020 award of options, in order for 100 per cent of the options to be exercisable EPS growth of 8 per cent per annum (compounded over the measurement period) is required. If EPS growth of 4 per cent per annum (compounded) is achieved, 50 per cent of the options will be exercisable and if EPS growth of between 4 per cent and 8 per cent per annum (compounded) is achieved, a pro-rata number of options will be exercisable. In subsequent window periods, performance will be re-tested and any options that were incapable of exercise in earlier window periods will become available for exercise to the extent that EPS performance has ‘caught up’ and the EPS growth hurdle is met over the longer measurement period. At the end of the final window period, any options remaining that are not capable of exercise, as a result of the performance hurdle not being achieved, will be forfeited. No options will be exercisable if an EPS growth rate is achieved that is less than 5 per cent per annum (compounded) for the 2019 award of options and 4 per cent per annum (compounded) for the 2020 award of options. 63 ANNUAL REPORT 2022 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Variable remuneration – Employee Option Plan (continued) Structure (continued) Subject to the satisfaction of the EPS performance hurdle, the 2019 award of options may be exercised in the following window periods: • Up to a maximum of 25% during the window period commencing 1 September 2021; • Up to a maximum of 25%, plus any options rolled over from the previous window period, during the window period commencing 1 September 2022; and • Up to a maximum of 50%, plus any options rolled over from the previous window period, during the window commencing 1 September 2023. In respect of the 2019 award of options, the EPS performance hurdle was not met for the first 25 per cent of options to be exercised during the window period commencing 1 September 2021. In accordance with the terms of the offer, these options have been rolled over to be re-tested in the next window period commencing 1 September 2022. Subject to the satisfaction of the EPS performance hurdle, the 2020 award of options may be exercised in the following window periods: • Up to a maximum of 25% during the window period commencing 1 September 2022; • Up to a maximum of 25%, plus any options rolled over from the previous window period, during the window period commencing 1 September 2023; and • Up to a maximum of 50%, plus any options rolled over from the previous window period, during the window commencing 1 September 2024. Variable remuneration – 2021 Employee Retention Plan Objective The significantly high industry activity levels experienced during the year, which were exacerbated by the interstate travel restrictions imposed to reduce the spread of COVID-19, extensively impacted the Company’s ability to source and retain talent. This extremely competitive labour market is predicted to continue in the foreseeable future, with labour demands expected to increase further as a result of the large number of construction opportunities forecast for coming years, and the continued strong demand for maintenance services. The predicted shortfall of skilled labour will be a major capacity constraint for the industry and for Monadelphous, and will significantly challenge the company’s ability to retain people, as well as to attract new employees. In response, the Company implemented the Monadelphous 2021 Employee Retention Plan (ER Plan) during the period. The ER Plan acts as a retention incentive for those employees whose sustained contribution is of critical strategic and operational importance to the success of the business, in a manner aligned to the creation of shareholder wealth. Structure The ER Plan provides a one-off issue of Retention Rights to key employees and is subject to continued service vesting conditions and disposal restrictions. It enables employees critical to the achievement of the Company’s strategic objectives to share in the long-term performance of the Company. The Retention Rights were allocated under the terms of the Monadelphous Group Limited Employee Retention Plan and granted in the form of Performance Rights subject to the Monadelphous Group Limited Performance Rights Plan Rules. On 20 December 2021, 1,115,200 Retention Rights were issued under the terms of the ER Plan. 92,600 Retention Rights were issued to Key Management Personnel. A further 43,600 Retention Rights were offered to the Company’s Managing Director, Rob Velletri, with the issue being subject to shareholder approval at the Company’s Annual General Meeting in November 2022. The Retention Rights vest into shares in equal instalments one, two and three years subsequent to the date of issue (i.e. 20 December 2022, 20 December 2023 and 20 December 2024) subject to the employee remaining in the employ of the Company at those particular dates, with one share issued for each Retention Right that vests. Any shares acquired upon vest of Retention Rights are restricted from disposal until the earlier of: three years from the date of grant (i.e. 20 December 2024), subject to that date being within a Monadelphous share trading window, and if not, when the next share trading window opens (which is expected to be in February 2025); and the date on which the employee ceases to be employed by the Company. Unvested Retention Rights remain subject to Monadelphous’ clawback policy. The Board has the discretion as to the circumstances that would result in a clawback of unvested Retention Rights. Factors resulting in material financial misstatement or underperformance, gross negligence, material lack of compliance, significant personal underperformance or behaviour that is likely to damage the Company’s reputation, would likely result in a clawback of unvested Retention Rights. The 2021 ER Plan Retention Right award is being amortised over three years. Tables 1 and 2 on pages 65 and 66 of this report detail the proportion of fixed and variable remuneration for each of the executive directors and the senior executives of the Company for the financial years ended 30 June 2022 and 30 June 2021. Hedging of equity awards The Company prohibits executives from entering into arrangements to protect the value of unvested equity-based awards. The prohibition includes entering into contracts to hedge their exposure to options awarded as part of their remuneration package. FINANCIAL REPORT 64 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Non-executive director remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. The most recent determination was at the Annual General Meeting held on 19 November 2019 when shareholders approved an aggregate remuneration of $850,000 in the ‘not to exceed sum’ paid to non-executive directors. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers the fees paid to non-executive directors of comparable companies when undertaking the annual review process. Non-executive director fees consist of base fees and committee chair fees. The Deputy Chair/Lead Independent Non-executive Director also receives an additional fee. The payment of committee chair fees recognises the additional time commitment required by non-executive directors to chair the Board committees. Committee members do not receive a separate fee for sitting on a committee. The table below summarises Board and Committee fees payable to non-executive directors for the financial year ended 30 June 2022 (inclusive of superannuation): Board / Committee Chair Fees Non-executive Director fee Board Deputy Chair, Lead Independent Non-executive Director & Chair of Remuneration Committee additional fee Chair of Audit Committee additional fee Note, the Nomination Committee is chaired by the Executive Chairman and there is no additional fee. $ 123,000 20,000 15,000 Non-executive directors have long been encouraged by the Board to hold shares in the Company (purchased by the director on-market). It is considered good governance for directors to have a stake in the Company. Fees for non-executive directors are not linked to the performance of the Company. The non-executive directors do not receive retirement benefits, nor do they participate in any incentive programs. The remuneration of non-executive directors for the year ended 30 June 2022 is detailed in Table 1 on page 65 of this report. Employment contracts All executives have non-fixed term employment contracts. The Company or executive may terminate the employment contract by providing 3 months written notice. The Company may terminate the contract at any time without notice if serious misconduct has occurred. Company performance The profit after income tax expense and basic earnings per share for the Group for the last five years is as follows: 2022 $’000 2021 $’000 2020 $’000 2019 $’000 2018 $’000 Profit after income tax expense attributable to equity holders of the parent Basic earnings per share Share price as at 30 June 52,219 54.90c $9.95 47,060 49.70c $10.45 36,483 38.65c $10.82 50,565 53.72c $18.81 71,479 76.11c $15.06 A review of the Company’s performance and returns to shareholders over the last five years has been provided on page 27 of this report. 65 ANNUAL REPORT 2022 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Remuneration of Key Management Personnel Table 1: Remuneration for the year ended 30 June 2022 Short Term Benefits Post Employment Long Term Benefits Share-Based Payments3 Salary & Fees $ Leave1 $ Non- Monetary2 $ Cash Award $ Superannuation $ Leave $ Rights and Options $ Total Performance Related % Total Rights and Options Related % Total $ Non-Executive Directors S. L. Murphy P. J. Dempsey 125,629 116,713 C. P. Michelmore5 49,651 D. R. Voss H. J. Gillies E. P. Buratto4 Subtotal Non-Executive Directors 111,818 128,832 79,563 612,206 Executive Directors - - - - - - - C. G. B. Rubino 412,000 2,279 - - - - - - - - - - - - - - - - 12,563 11,671 4,965 11,182 9,168 7,956 57,505 - - - - - - - 23,568 8,768 - - - - - - - - 138,192 128,384 54,616 123,000 138,000 87,519 669,711 446,615 - - - - - - - - - - - - - - - - R. Velletri 1,038,576 (18,926) 12,592 127,400 23,568 43,353 311,066 1,537,629 28.52 20.23 Subtotal Executive Directors 1,450,576 (16,647) 12,592 127,400 47,136 52,121 311,066 1,984,244 22.10 15.68 Other Key Management Personnel D. Foti Z. Bebic 803,918 (21,980) 6,060 72,775 23,568 28,364 241,528 1,154,233 716,738 82,001 11,302 62,700 23,568 37,213 241,678 1,175,200 P. Trueman 538,743 7,349 10,012 51,925 23,568 17,272 195,603 844,472 27.23 25.90 29.31 20.92 20.56 23.16 Subtotal Other Key Management Personnel 2,059,399 67,370 27,374 187,400 70,704 82,849 678,809 3,173,905 27.29 21.39 Total 4,122,181 50,723 39,966 314,800 175,345 134,970 989,875 5,827,860 22.39 16.99 1. Leave reflects annual leave accrual less annual leave taken. 2. Non-monetary benefits consist of Life and Salary Continuance insurance premiums. 3. Relates to both the 2019 awards under the CR Plan, 2019 and 2020 awards under the Options Plan and 2021 awards under the ER Plan. 4. E. P. Buratto was appointed as Director on 11 October 2021. 5. C. P. Michelmore retired as Director on 23 November 2021. FINANCIAL REPORT 66 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Remuneration of Key Management Personnel (continued) Table 2: Remuneration for the year ended 30 June 2021 In March 2020, the Board agreed to a 30 per cent salary and fee reduction for a six month period in response to the impact of COVID-19 on the Company’s business and operations, with the Executive and General Management teams agreeing to salary reductions of between 10 and 20 per cent for the same period. Short Term Benefits Post Employment Long Term Benefits Share-Based Payments3 Salary & Fees $ Leave1 $ Non- Monetary2 $ Cash Award $ Superannuation $ Leave $ Performance Rights and Options $ Total Performance Related % Total $ Total Performance Rights and Options Related % Non-Executive Directors P. J. Dempsey C. P. Michelmore D. R. Voss H. J. Gillies S. L. Murphy Subtotal Non-Executive Directors 118,504 111,514 97,815 109,090 97,815 534,738 - - - - - - Executive Directors C. G. B. Rubino 373,969 38,843 - - - - - - - R. Velletri 915,243 5,204 11,380 Subtotal Executive Directors 1,289,212 44,047 11,380 Other Key Management Personnel D. Foti Z. Bebic 739,867 12,793 637,680 44,548 P. Trueman 486,360 8,737 5,385 9,905 8,379 Subtotal Other Key Management Personnel 1,863,907 66,078 23,669 Total 3,687,857 110,125 35,049 - - - - - - - - - - - - - - 11,258 10,594 9,292 10,364 9,292 50,800 - - - - - - 21,694 7,819 - - - - - - - 129,762 122,108 107,107 119,454 107,107 585,538 442,325 - - - - - - - - - - - - - - 21,694 (12,403) 224,713 1,165,831 19.27 19.27 43,388 (4,584) 224,713 1,608,156 13.97 13.97 21,694 (2,882) 140,542 917,399 21,694 12,117 139,751 865,695 21,694 9,194 110,004 644,368 15.32 16.14 17.07 15.32 16.14 17.07 65,082 18,429 390,297 2,427,462 16.08 16.08 159,270 13,845 615,010 4,621,156 13.31 13.31 1. Leave reflects annual leave accrual less annual leave taken. 2. Non-monetary benefits consist of Life and Salary Continuance insurance premiums. 3. Relates to both the 2018 and 2019 awards under the CR Plan and 2019 and 2020 awards under the Options Plan. Table 3: Performance Rights: Granted during the year ended 30 June 2022 No Performance Rights were granted during the year ended 30 June 2022. 67 ANNUAL REPORT 2022 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Remuneration of Key Management Personnel (continued) Table 4: Options: Granted during the year ended 30 June 2022 Terms and Conditions for Each Grant Granted Number Grant Date Fair Value per Option at Grant Date Exercise Price per Option Expiry Date First Exercise Date Last Exercise Date Executive Directors R. Velletri1 Total 300,000 23/11/2021 $1.71 $9.30 14/9/2024 1/9/2022 14/9/2024 300,000 1. In November 2020, the Company offered 300,000 options to the Company’s Managing Director, Rob Velletri, subject to shareholder approval. The timing of the proposed grant did not allow for a resolution to be tabled at the 2020 Annual General Meeting. As a result, shareholder approval was sought and obtained at the Company’s 2021 Annual General Meeting in November 2021. Table 5: Retention Rights: Granted during the year ended 30 June 2022 Terms and Conditions for Each Grant Granted Number Grant Date Fair Value per Right at Grant Date Exercise Price per Right Expiry Date First Exercise Date Last Exercise Date - - - 32,700 20/12/2021 32,700 20/12/2021 27,200 20/12/2021 $8.17 $8.17 $8.17 92,600 - Nil Nil Nil - - - 20/12/2024 20/12/2022 20/12/2024 20/12/2024 20/12/2022 20/12/2024 20/12/2024 20/12/2022 20/12/2024 Executive Directors R. Velletri1 Other Key Management Personnel D. Foti Z. Bebic P. Trueman Total 1. 43,600 Retention Rights were offered to the Company’s Managing Director, Rob Velletri, on 20 December 2021 under the terms of the ER Plan, with the issue being subject to shareholder approval at the Company’s Annual General Meeting in November 2022. Table 6: Shares issued on exercise of performance rights during the year ended 30 June 2022 Performance Rights Vested Performance Rights Exercised Shares Issued Paid Per Share $ Executive Directors R. Velletri^ Executives D. Foti^ Z. Bebic^ P. Trueman^ Total 13,108 7,357 7,194 5,480 33,139 13,108 7,357 7,194 5,480 33,139 13,108 7,357 7,194 5,480 33,139 Nil Nil Nil Nil ^ On 1 July 2021, the date of exercise of the above performance rights, the closing share price was $10.12. FINANCIAL REPORT 68 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Additional disclosures relating to rights, options and shares Table 7: Performance Rights holdings of Key Management Personnel Performance Rights held in Monadelphous Group Limited Balance at Beginning of Period 1 July 2021 Granted as Remuneration Rights Exercised and Lapsed Net Change Other Balance at End of Period 30 June 2022 Directors C. G. B. Rubino R. Velletri S. L. Murphy P. J. Dempsey D. R. Voss H. J. Gillies E. P. Buratto Executives D. Foti Z. Bebic P. Trueman Total - 19,545 - - - - - 10,714 10,595 8,048 48,902 - - - - - - - - - - - - (13,108) - - - - - (7,357) (7,194) (5,480) (33,139) - - - - - - - - - - - Table 8: Options holdings of Key Management Personnel Options held in Monadelphous Group Limited Balance at Beginning of Period 1 July 2021 Granted as Remuneration Options Exercised and Lapsed Net Change Other Directors C. G. B. Rubino R. Velletri S. L. Murphy P. J. Dempsey D. R. Voss H. J. Gillies E. P. Buratto Executives D. Foti Z. Bebic P. Trueman Total - - 300,000 300,000 - - - - - 400,000 400,000 320,000 - - - - - - - - 1,420,000 300,000 - - - - - - - - - - - - - - - - - - - - - - - 6,437 - - - - - 3,357 3,401 2,568 15,763 Balance at End of Period 30 June 2022 - 600,000 - - - - - 400,000 400,000 320,000 1,720,000 69 ANNUAL REPORT 2022 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Additional disclosures relating to rights, options and shares (continued) Table 9: Retention Rights holdings of Key Management Personnel Retention Rights held in Monadelphous Group Limited Balance at Beginning of Period 1 July 2021 Granted as Remuneration Rights Exercised and Lapsed Net Change Other Balance at End of Period 30 June 2022 Directors C. G. B. Rubino R. Velletri1 S. L. Murphy P. J. Dempsey C. P. Michelmore D. R. Voss H. J. Gillies E. P. Buratto Executives D. Foti Z. Bebic P. Trueman Total - - - - - - - - - - - - - - - - - - - - 32,700 32,700 27,200 92,600 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 32,700 32,700 27,200 92,600 1. 43,600 Retention Rights were offered to the Company’s Managing Director, Rob Velletri, on 20 December 2021 under the terms of the ER Plan, with the issue being subject to shareholder approval at the Company’s Annual General Meeting in November 2022. Table 10: Shareholdings of Key Management Personnel Shares held in Monadelphous Group Limited Balance at Beginning of Period 1 July 2021 Granted as Remuneration On Exercise of Performance Rights Net Change Other Balance at End of Period 30 June 2022 Directors C. G. B. Rubino R. Velletri S. L. Murphy P. J. Dempsey C. P. Michelmore1 D. R. Voss H. J. Gillies E. P. Buratto2 Executives D. Foti Z. Bebic P. Trueman Total 1,022,653 2,119,776 - 78,000 50,000 32,910 8,865 - 65,673 10,987 8,389 3,397,253 - - - - - - - - - - - - - 13,108 - - 1,022,653 2,132,884 - - - - - - 7,357 7,194 5,480 33,139 8,000 - (50,000) 39,720 395 - - - (8,734) (10,619) 8,000 78,000 - 72,630 9,260 - 73,030 18,181 5,135 3,419,773 1. Retired as a Non-Executive Director on 23 November 2021. 2. Appointed as a Non-Executive Director on 11 October 2021. Loans to Key Management Personnel and their related parties No directors or executives, or their related parties, had any loans during the reporting period. Other transactions and balances with Key Management Personnel and their related parties There were no other transactions and balances with Key Management Personnel or their related parties. END OF REMUNERATION REPORT FINANCIAL REPORT 70 DIRECTORS’ REPORT DIRECTORS’ MEETINGS The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director are shown in the table below. Directors’ Meetings Audit Remuneration Nomination Meetings of Committees Number of meetings held: Number of meetings attended: C. G. B. Rubino R. Velletri P. J. Dempsey C. P. Michelmore1 D. R. Voss H. J. Gillies S. L. Murphy E. Buratto2 14 14 14 14 6 14 13 14 10 6 - - 6 - 6 6 6 - 3 - - - - 3 3 3 - 2 2 - 2 1 2 2 2 - 1. Retired as a Non-Executive Director on 23 November 2021 and attended all meetings he was eligible to attend. 2. Appointed as a Non-Executive Director on 11 October 2021 and attended all meetings he was eligible to attend. COMMITTEE MEMBERSHIP As at the date of this report, the Company had an audit committee, a remuneration committee and a nomination committee. Members acting on the committees of the Board during the year were: Audit H. J. Gillies (c) P. J. Dempsey D. R. Voss S. L. Murphy E. P. Buratto – appointed to committee on 14 June 2022 Remuneration S. L. Murphy (c) D. R. Voss H. J. Gillies C. P. Michelmore – resigned as committee chair on 30 September 2021, retired 23 November 2021 E. P. Buratto – appointed to committee on 14 June 2022 Nomination C. G. B. Rubino (c) C. P. Michelmore – retired 23 November 2021 P. J. Dempsey H. J. Gillies D. R. Voss S. L. Murphy E. P. Buratto – appointed to committee on 14 June 2022 Note: (c) Designates the chair of the committee. S. L. Murphy was appointed chair of the remuneration committee from 1 October 2021, replacing C. P. Michelmore. ROUNDING The amounts contained in this report and in the financial report have been rounded to the nearest thousand dollars ($’000) (where rounding is applicable) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which the legislative instrument applies. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Monadelphous Group Limited support and have adhered to the principles of Corporate Governance. The Company’s Corporate Governance Statement is detailed on the Company’s website. 71 ANNUAL REPORT 2022 DIRECTORS’ REPORT AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES The directors have received an independence declaration from the auditor of Monadelphous Group Limited, as shown on page 72. The following non-audit services were provided by the entity’s auditor, Ernst & Young. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. Ernst & Young received or are due to receive the following amounts for the provision of non-audit services: Tax compliance services Signed in accordance with a resolution of the directors. $ 37,710 37,710 C. G. B. Rubino Chairman Perth, 22 August 2022 AUDITOR’S INDEPENDENCE DECLARATION FINANCIAL REPORT 72 73 ANNUAL REPORT 2022 INDEPENDENT AUDIT REPORT INDEPENDENT AUDIT REPORT FINANCIAL REPORT 74 75 ANNUAL REPORT 2022 INDEPENDENT AUDIT REPORT INDEPENDENT AUDIT REPORT FINANCIAL REPORT 76 77 ANNUAL REPORT 2022 INDEPENDENT AUDIT REPORT FINANCIAL REPORT 78 DIRECTORS’ DECLARATION In accordance with a resolution of the Directors of Monadelphous Group Limited, I state that: 1) In the opinion of the directors: (a) the financial statements, notes and the additional disclosures included in the Directors’ Report designated as audited, of the consolidated entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its performance for the year ended on that date; and (ii) complying with Accounting Standards and Corporations Regulations 2001; (b) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable; and (c) the financial statements and notes also comply with International Financial Reporting Standards as disclosed on page 84. 2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2022. 3) In the opinion of the directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the closed group identified in note 22 will be able to meet any obligations or liabilities to which they are or may become subject to, by virtue of the Deed of Cross Guarantee. On behalf of the Board C. G. B. Rubino Chairman Perth, 22 August 2022 79 ANNUAL REPORT 2022 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2022 Continuing Operations REVENUE Cost of services rendered GROSS PROFIT Other income Business development and tender expenses Occupancy expenses Administrative expenses Finance costs Share of profit from joint ventures PROFIT BEFORE INCOME TAX Income tax expense PROFIT AFTER INCOME TAX ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT NON-CONTROLLING INTERESTS Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Notes 2022 $’000 2021 $’000 1 1 2 11 3 4 4 1,810,390 1,754,242 (1,686,937) (1,641,572) 123,453 112,670 8,496 (16,959) (3,640) (35,139) (3,352) 652 11,195 (16,845) (3,935) (32,645) (3,074) 3,006 73,511 70,372 (21,227) (21,906) 52,284 48,466 52,219 65 52,284 54.90 54.54 47,060 1,406 48,466 49.70 49.45 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2022 NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to profit or loss: Foreign currency translation Items that will not be reclassified subsequently to profit or loss: Net gain on equity instruments designated at fair value through other comprehensive income Income tax effect OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF TAX FINANCIAL REPORT 80 2022 $’000 2021 $’000 52,284 48,466 (1,181) (796) 181 (54) 127 (1,054) 386 (116) 270 (526) TOTAL COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX 51,230 47,940 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT NON-CONTROLLING INTERESTS 51,165 65 51,230 46,534 1,406 47,940 81 ANNUAL REPORT 2022 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2022 ASSETS Current assets Cash and cash equivalents Trade and other receivables Contract assets Inventories Total current assets Non-current assets Property, plant and equipment Intangible assets and goodwill Investment in joint ventures Deferred tax assets Other receivables Other non-current assets Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Interest bearing loans and borrowings Lease liabilities Income tax payable Provisions Total current liabilities Non-current liabilities Interest bearing loans and borrowings Lease liabilities Provisions Other financial liability Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Non-controlling Interests TOTAL EQUITY Notes 2022 $’000 2021 $’000 5 6 7 8 9 10 11 3 6 12 13 14 15 3 16 14 15 16 17 20 21 21 183,329 371,987 23,773 3,220 582,309 175,708 318,648 59,685 3,600 557,641 161,904 162,891 4,902 11,181 27,625 - 3,440 209,052 3,917 11,904 31,455 6,000 3,259 219,426 791,361 777,067 168,686 168,117 10,901 25,967 14,753 77,220 900 21,978 22,093 77,016 297,527 290,104 771 71,841 5,832 3,206 81,650 - 74,710 6,521 10,151 91,382 379,177 381,486 412,184 395,581 136,096 34,534 241,554 132,608 30,867 232,097 412,184 395,572 - 9 412,184 395,581 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 82 Attributable to equity holders Share- Based Payment Reserve $’000 Foreign Currency Translation Reserve $’000 Non- Controlling Interests $’000 Fair Value Reserve for Financial Assets $’000 Retained Earnings $’000 Issued Capital $’000 Equity Reserve $’000 Total $’000 At 1 July 2021 132,608 37,337 (1,956) 232,097 Other comprehensive income Profit for the period Total comprehensive income for the period Transactions with owners in their capacity as owners Reclassification of non-controlling interest to liabilities (Note 17) Remeasurement of financial liability Share-based payments Adjustment to deferred tax asset recognised on employee share trust Dividend reinvestment plan Dividends paid At 30 June 2022 - - - - - - - 3,488 - - - - - - 5,234 195 - - (1,181) - - 52,219 (1,181) 52,219 - - - - - - - - - - - (42,762) (156) 1,137 (5,651) 395,581 127 - 127 - - - - - - - - - (1,054) 52,284 51,230 (82) (626) - - - - - (626) 5,234 195 3,488 (42,918) 136,096 42,766 (3,137) 241,554 - 1,264 (6,359) 412,184 Attributable to equity holders Share- Based Payment Reserve $’000 Foreign Currency Translation Reserve $’000 Non- Controlling Interests $’000 Fair Value Reserve for Financial Assets $’000 Retained Earnings $’000 Issued Capital $’000 At 1 July 2020 131,307 34,810 (1,160) 220,064 Other comprehensive income Profit for the period Total comprehensive income for the period Transactions with owners in their capacity as owners Reclassification of non-controlling interest to liabilities (Note 17) Remeasurement of financial liability Share-based payments Adjustment to deferred tax asset recognised on employee share trust - - - - - - - Dividend reinvestment plan 1,301 Dividends paid Foreign currency movements - - - - - - - 2,538 (11) - - - (796) - - 47,060 1,406 (796) 47,060 1,406 - - - - - - - - - - - - (35,027) - (1,406) - - - - - - Equity Reserve $’000 Total $’000 (1,455) 384,442 - - - (526) 48,466 47,940 1,406 - (5,671) (5,671) - - - - 2,538 (11) 1,301 (35,027) 69 69 867 270 - 270 - - - - - - - At 30 June 2021 132,608 37,337 (1,956) 232,097 9 1,137 (5,651) 395,581 9 - 65 65 82 - - - - 9 - 83 ANNUAL REPORT 2022 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2022 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Finance costs paid Other income Income tax paid Dividends received Notes 2022 $’000 2021 $’000 1,957,889 1,786,360 (1,872,101) (1,756,244) 740 (3,352) 4,162 (24,040) 1,573 414 (3,074) 3,252 (6,813) 2,840 NET CASH FLOWS FROM OPERATING ACTIVITIES 5 64,871 26,735 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Repayment/(payment) of loans from/(to) joint ventures Payment of financial liability Acquisition of intangible assets 8,246 (9,118) 6,000 (7,571) (738) 11,206 (8,191) (6,000) - - NET CASH FLOWS USED IN INVESTING ACTIVITIES (3,181) (2,985) CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid Proceeds/(repayment) of borrowings Payment of principal portion of hire purchase liabilities Payment of principal portion of other lease liabilities (39,430) 10,771 (18,038) (7,892) (33,726) (2,085) (13,017) (5,501) NET CASH FLOWS USED IN FINANCING ACTIVITIES (54,589) (54,329) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Net foreign exchange differences Cash and cash equivalents at beginning of period 7,101 520 175,708 (30,579) (2,005) 208,292 CASH AND CASH EQUIVALENTS AT END OF PERIOD 5 183,329 175,708 FINANCIAL REPORT 84 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: GENERAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2022 GENERAL INFORMATION The consolidated financial report of Monadelphous Group Limited (the Group) and its subsidiaries for the year ended 30 June 2022 was authorised for issue in accordance with a resolution of directors on 22 August 2022. Monadelphous Group Limited is a for profit company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange. The Group’s registered office is 59 Albany Highway, Victoria Park, Western Australia. The nature of the operations and principal activities of the Group are described in the Directors’ Report. Basis of preparation The financial report is a general purpose financial report, which: • has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board as applicable to a for-profit entity. • has also been prepared on a historical cost basis except for certain financial assets that have been measured at fair value. • is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which the legislative instrument applies. • adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or before 1 July 2021 (Refer to note 33). • does not early adopt any Accounting Standards and Interpretations that have been issued or amended but are not yet effective. Basis of consolidation The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights results in control. A list of controlled entities (subsidiaries) at year end is contained in note 22. Consolidation of the subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control over the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated. Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group and to the non- controlling interests, even if this results in the non-controlling interests having a debit balance. Business combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer. Acquisition-related costs are expensed as incurred. Foreign currency translation Functional and presentation currency Each entity in the Group determines its own functional currency. Both the functional and presentation currencies of Monadelphous Group Limited, are Australian dollars (A$). For each entity, the Group determines the functional currency and items included are measured using the functional currency. Transactions and balances Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. 85 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: GENERAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2022 GENERAL INFORMATION (CONTINUED) Foreign currency translation (continued) Translation of Group companies’ functional currency to presentation currency As at the reporting date the assets and liabilities of the foreign operations are translated into the presentation currency of Monadelphous Group Limited at the rate of exchange ruling at the reporting date and the income statements are translated at the weighted average exchange rates for the year. Exchange variations arising from the translation are recognised in the foreign currency translation reserve in equity. Other accounting policies Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements or at note 33. Key judgements and estimates The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Management have identified the following critical accounting policies for which significant judgements, estimates and assumptions are made: Accounting for contracts with customers The Group accounts for construction contracts in accordance with AASB 15 Revenue from Contracts with Customers. Accounting for construction contracts involves the continuous use of estimates based on a number of detailed assumptions. Construction contracts can span accounting periods, requiring estimates and assumptions to be updated on a regular basis. Accounting estimates resulting from judgements in relation to individual projects may be materially different to actual results due to the size, scale and complexity of projects. Revenue Where performance obligations are satisfied over time, revenue is recognised in the consolidated income statement by reference to the progress towards complete satisfaction of each performance obligation. For construction contracts, revenue is recognised using an output method based on work certified to date which the Group believes depicts the transfer of goods and services as it is based on completed work as agreed by our customers. Fundamental to this calculation is a reliable estimate of the transaction price (total contract revenue). In determining the transaction price, variable consideration including claims and certain contract variations are only included to the extent it is highly probable that a significant reversal in revenue will not occur in the future. Where a variation in scope has been agreed with the customer but the corresponding change in the transaction price has not been agreed the variation is accounted for as variable consideration. The estimate of variable consideration is determined using the expected value approach taking into account the facts and circumstances of each individual contract and the historical experience of the Group and is reassessed throughout the life of the contract. There are a number of factors considered in assessing variable consideration including status of negotiations with the customer, outcomes of previous negotiations and legal evidence that provides a basis for entitlement. Forecast Costs Forecast costs to complete construction contracts are regularly updated and are based on costs expected to be incurred when the related activity is undertaken. Key assumptions regarding costs to complete contracts include estimation of labour costs, technical costs, impact of delays and productivity. Construction contracts may incur additional costs in excess of original cost estimates. Liability for such costs may rest with the customer if considered to be a change to the original scope of works. Any additional contractual obligations, including liquidated damages, are also assessed to the extent these are due and payable under the contract. When it is considered probable that total contract costs will exceed total contract revenue, the contract is considered onerous and the present obligation under the contract is recognised immediately as a provision. Contract claims and disputes Claims arising out of construction contracts may be made by or against the Group in the ordinary course of business, some of which may involve litigation or arbitration. Estimates and assumptions regarding the likely outcome of these claims are made and recognised in the carrying value of contract assets and liabilities. In making these estimates and assumptions, legal opinions are obtained as appropriate. The Directors do not consider the outcome of these claims to have a material adverse effect on the financial position of the Group, however uncertainty remains until the final outcome is determined. FINANCIAL REPORT 86 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: GENERAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2022 GENERAL INFORMATION (CONTINUED) Key judgements and estimates (continued) Taxation Judgement is required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised in the consolidated statement of financial position. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependent on the generation of sufficient future taxable profits. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognised in the statement of financial position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustments, resulting in a corresponding credit or charge to the income statement. Impairment Refer to notes 9 and 10 for details. Workers Compensation Refer to note 16 for details. Determination of the lease term of contracts with renewal options Refer to note 15 for details. 87 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2022 1. REVENUE AND OTHER INCOME Revenue from contracts with customers Services revenue Construction revenue Finance revenue Dividends received Net gains on disposal of property, plant and equipment Other income Disaggregation of revenue from contracts with customers by end customer industry: Iron ore Other minerals Oil and gas Infrastructure Less share of revenue from joint ventures accounted for using the equity method The following amounts are included in revenue from contracts with customers: Revenue recognised as a contract liability in the prior period Revenue from performance obligations satisfied in prior periods Unsatisfied performance obligations Transaction price expected to be recognised in future years for unsatisfied performance obligations at 30 June 2022: Services revenue Construction revenue Total 2022 $’000 2021 $’000 1,166,004 643,447 976,921 776,817 1,809,451 1,753,738 740 199 414 90 1,810,390 1,754,242 4,334 4,162 8,496 789,344 632,068 425,353 83,275 7,943 3,252 11,195 1,034,104 489,621 349,449 80,006 1,930,040 1,953,180 (120,589) (199,442) 1,809,451 1,753,738 22,617 3,457 61,322 11,978 1,075,326 1,176,689 62,912 177,331 1,138,238 1,354,020 In line with the Group’s accounting policy described following, the transaction price expected to be recognised in future years excludes variable consideration that is constrained. The average duration of contracts is given below, however some contracts will vary from these typical lengths. Revenue is typically earned over these varying timeframes. Services 1 to 5 years (2021: 1 to 5 years) Construction 1 to 2 years (2021: 1 to 2 years) FINANCIAL REPORT 88 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2022 1. REVENUE AND OTHER INCOME (CONTINUED) Recognition and measurement Revenue from contracts with customers The Group is in the business of providing construction and maintenance services. Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods and services before transferring them to the customer. Construction services Construction contracts are assessed to identify the performance obligations contained in the contract. The total transaction price is allocated to each individual performance obligation. Typically, the Group’s construction contracts contain a single performance obligation. Work is performed on assets that are controlled by the customer or on assets that have no alternative use to the Group, with the Group having right to payment for performance to date. As performance obligations are satisfied over time, revenue is recognised over time using an output method based on work certified to date. Customers are typically invoiced on a monthly basis and invoices are paid on normal commercial terms. Services contracts Contracts for performance of maintenance activities cover servicing of assets and involve various activities. These activities tend to be substantially the same with the same pattern of consumption by the customer. Where this is the case, which is the majority of the services contracts, these services are taken to be one performance obligation and the total transaction price is allocated to the performance obligation identified. Performance obligations are fulfilled over time as the Group largely performs maintenance over the assets which the customer controls. Customers are typically invoiced monthly for an amount that is calculated on either a schedule of rates or a cost plus basis. For these contracts, the transaction price is determined as an estimate of this variable consideration. Variable consideration If the consideration in the contract includes a variable amount, the Group estimates the amount of the consideration to which it is entitled in exchange for transferring the goods and services to the customer. The Group includes some or all of this variable consideration in the transaction price only to the extent it is highly probable that a significant reversal of the cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. Certain contracts are subject to claims which are enforceable under the contract. If the claim does not result in any additional goods or services, the transaction price is updated and the claim accounted for as variable consideration. Significant financing component Using the practical expedient in AASB 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer or the promised good or service to the customer and when the customer pays for that good or service will be one year or less. Interest income Revenue is recognised as interest accrues using the effective interest method. 89 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2022 2. EXPENSES Finance costs Finance charges Interest on other lease liabilities Depreciation and amortisation Depreciation expense of owned property, plant and equipment Depreciation expense of right of use hire purchase assets Depreciation expense of right of use assets Amortisation of intangible assets Amortisation of deferred contract fulfilment costs Employee benefits expense Employee benefits expense Defined contribution superannuation expense Lease payments and other expenses Expense relating to short-term leases and low value leases (included in cost of sales) Recognition and measurement 2022 $’000 2021 $’000 1,841 1,511 3,352 13,158 11,365 8,574 - - 1,476 1,598 3,074 14,000 9,542 8,934 280 165 33,097 32,921 954,265 67,561 1,021,826 895,104 60,310 955,414 1,749 1,464 Finance costs The Group does not currently hold qualifying assets but, if it did, the borrowing costs directly associated with the qualifying assets would be capitalised. All other finance costs are expensed as incurred. Depreciation and amortisation Refer to notes 9 and 10 for details on depreciation and amortisation. Employee benefits expense Refer to note 16 for employee benefits expense and note 28 for share-based payments expense. Contributions to defined contribution superannuation plans are recognised as an expense as they become payable. Lease payments Refer to note 15 for details on lease payments. Government grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 90 3. INCOME TAX The major components of income tax expense are: Income statement Current income tax Current income tax charge Adjustments in respect of previous years Deferred income tax Temporary differences Adjustments in respect of previous years Income tax expense reported in the income statement Statement of Comprehensive Income Deferred tax related to items recognised in Statement of Comprehensive Income during the year: Unrealised gain/(loss) on equity instrument designated at fair value through other comprehensive income Amounts credited directly to equity Share-based payment Income tax expense reported in equity Tax reconciliation A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit before income tax Income tax rate of 30% (2021: 30%) - Share-based payment expense - Other Aggregate income tax expense 2022 $’000 2021 $’000 16,580 173 4,446 28 21,227 54 54 (195) (195) 73,511 22,053 413 (1,239) 21,227 24,518 211 (2,133) (690) 21,906 116 116 11 11 70,372 21,112 289 505 21,906 91 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2022 3. INCOME TAX (CONTINUED) Recognised deferred tax assets and liabilities Opening balance Charged to income Charged to equity Other / payments Closing balance Amounts recognised on the consolidated statement of financial position: Deferred tax assets 2022 $’000 Current Income Tax 2022 $’000 Deferred Income Tax 2021 $’000 Current Income Tax 2021 $’000 Deferred Income Tax (22,093) (16,753) - 24,093 (14,753) (3,766) (24,729) - 6,402 (22,093) 31,455 (4,474) 141 503 27,625 27,625 27,625 28,650 2,823 (127) 109 31,455 31,455 31,455 Deferred income tax at 30 June relates to the following: Deferred tax assets Employee provisions Provisions for doubtful debts Other provisions Lease liabilities Tax losses Other Gross deferred tax assets Set-off of deferred tax liabilities Net deferred tax assets Deferred tax liabilities Accelerated depreciation Right of use assets Other Gross deferred tax liabilities Set-off against deferred tax assets Net deferred tax liabilities 2022 $’000 2021 $’000 26,087 659 882 13,877 2,979 3,148 47,632 (20,007) 27,625 (7,723) (10,853) (1,431) (20,007) 20,007 - 26,172 748 1,530 16,117 156 3,485 48,208 (16,753) 31,455 (3,276) (12,990) (487) (16,753) 16,753 - FINANCIAL REPORT 92 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2022 3. INCOME TAX (CONTINUED) Unrecognised temporary differences At 30 June 2022, there are no unrecognised temporary differences associated with the Group’s investments in subsidiaries (2021: no unrecognised temporary differences). Tax consolidation Monadelphous Group Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 1 July 2003. Members of the tax consolidated group have entered into a tax funding agreement. The head entity, Monadelphous Group Limited and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the Group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, Monadelphous Group Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. Recognition and measurement Current taxes Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred taxes Deferred income tax is provided for using the full liability balance sheet approach. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists and they relate to the same taxable entity and the same taxation authority. 93 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2022 4. EARNINGS PER SHARE The following reflects the income and share data used in the calculation of basic and diluted earnings per share: Net profit attributable to ordinary equity holders of the parent Earnings used in calculation of basic and diluted earnings per share 2022 $’000 2021 $’000 52,219 52,219 47,060 47,060 Number Number Number of shares Weighted average number of ordinary shares on issue used in the calculation of basic earnings per share 95,107,986 94,692,124 Effect of dilutive securities Performance rights and options Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share Conversions, calls, subscriptions or issues after 30 June 2022: On 1 July 2022, 75,224 performance rights vested and were exercised. Calculation of earnings per share 637,870 476,763 95,745,856 95,168,887 Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS is calculated as net profit attributable to members of the parent, adjusted for: • costs of servicing equity (other than dividends); • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 94 5. CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flows, cash and cash equivalents comprise the following at 30 June: Cash balances comprise: Cash at bank Short term deposits Reconciliation of net profit after tax to the net cash flows from operating activities Net profit Adjustments for Depreciation of non-current assets Amortisation of intangible assets and fulfilment costs Net profit on sale of property, plant and equipment Share-based payment expense Share of profits from joint ventures Dividends from joint ventures Other Changes in assets and liabilities (Increase)/decrease in receivables Decrease/(increase) in inventories Decrease/(increase) in contract assets Decrease/(increase) in deferred tax assets Increase/(decrease) in payables (Decrease)/increase in provisions (Decrease)/increase in income tax payable Net cash flows from operating activities 2022 $’000 2021 $’000 183,329 - 183,329 167,663 8,045 175,708 52,284 48,466 33,097 - (4,334) 5,234 (652) 1,375 (1,454) (53,339) 380 35,912 4,098 569 (959) (7,340) 64,871 32,476 445 (7,943) 2,538 (3,006) 2,750 748 (56,211) 1,186 (32,306) (2,932) 2,365 19,832 18,327 26,735 Non-cash financing and investing activities Hire purchase transactions: During the year, the consolidated entity acquired right of use plant and equipment assets by means of hire purchase agreements with an aggregate fair market value of $26,128,243 (2021: $9,710,911). Reconciliation of liabilities arising from financing activities Hire purchase liabilities Other lease liabilities Loan Non-cash Changes New Leases/ Terminations $’000 26,128 937 - 27,065 Cash Flows $’000 (18,038) (7,892) 10,771 (15,159) 2021 $ ’000 39,027 57,661 900 97,588 Other $’000 (15) - 1 2022 $’000 47,102 50,706 11,672 (14) 109,480 95 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 5. CASH AND CASH EQUIVALENTS (CONTINUED) Reconciliation of liabilities arising from financing activities (continued) Non-cash Changes New Leases/ Terminations $’000 9,711 17,184 - 26,895 Cash Flows $’000 (12,477) (5,501) (2,625) (20,603) 2020 $ ’000 42,326 46,043 3,523 91,892 Other $’000 (533) (65) 2 (596) 2021 $’000 39,027 57,661 900 97,588 Hire purchase liabilities Other lease liabilities Loan Recognition and measurement Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and on hand and short term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts. 6. TRADE AND OTHER RECEIVABLES CURRENT Trade receivables Less allowance account for expected credit losses Other debtors Less allowance account for expected credit losses NON-CURRENT Other debtors Trade receivables generally have 30 to 60 days terms. Allowance account for trade receivables impairment losses Movements in loss allowance based on lifetime ECL: Balance at the beginning of the year Release in ECL Balance at the end of the year Recognition and measurement Trade receivables Refer to accounting policies of financial assets in note 33. Notes 2022 $’000 2021 $’000 284,776 (2,226) 282,550 90,007 (570) 89,437 371,987 225,861 (2,504) 223,357 96,181 (890) 95,291 318,648 30 - 6,000 2,504 (278) 2,226 3,581 (1,077) 2,504 Other debtors Other debtors include contract assets that are unconditional (see note 7). These assets are reclassified to trade receivables when invoiced. FINANCIAL REPORT 96 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 7. CONTRACT ASSETS CURRENT Contract assets 2022 $’000 2021 $’000 23,773 59,685 Contract assets are net of expected credit losses of $154,818 (2021: $275,803). Recognition and measurement Contract assets A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group transfers goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration. If the Group’s right to an amount of consideration is unconditional (other than the passage of time), the contract asset is classified as a receivable. Refer to accounting policies of revenue from contracts with customers in note 1. 8. INVENTORIES Raw materials and consumables Recognition and measurement Raw materials and consumables Raw materials and consumables are stated at the lower of cost and net realisable value. 2022 $’000 2021 $’000 3,220 3,600 97 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 9. PROPERTY, PLANT AND EQUIPMENT Reconciliation of carrying amounts at the beginning and end of the period Right of Use Assets Freehold Land $’000 Buildings $’000 Plant and Equipment $’000 Year ended 30 June 2022 Net carrying amount at 1 July 2021 14,811 15,395 37,456 Additions Additions from business combination Assets transferred Disposals Depreciation charge Exchange differences - 515 - - - - 154 855 - - Plant and Equipment Under Hire Purchase $’000 48,674 26,128 - 6,752 842 5,981 (5,981) Land and Buildings $’000 Plant and Equipment $’000 Total $’000 46,173 937 - - 382 162,891 - - - 33,971 2,212 - (3,804) (108) (54) (12) (3,978) (847) (12,311) (11,365) (8,270) (304) (33,097) 34 (363) (69) 294 9 75 (95) 161,904 Net carrying amount at 30 June 2022 15,326 15,591 34,553 57,279 39,080 At 30 June 2022 Gross carrying amount – at cost 15,326 28,822 149,918 79,628 59,305 1,399 334,398 Accumulated depreciation Net carrying amount - (13,231) (115,365) (22,349) (20,225) (1,324) (172,494) 15,326 15,591 34,553 57,279 39,080 75 161,904 Right of Use Assets Freehold Land $’000 Buildings $’000 Plant and Equipment $’000 Plant and Equipment Under Hire Purchase $’000 Land and Buildings $’000 Plant and Equipment $’000 Total $’000 Year ended 30 June 2021 Net carrying amount at 1 July 2020 14,811 16,500 44,108 49,905 Additions Assets transferred Disposals Depreciation charge Exchange differences - - - - - 428 - 7,763 1,334 9,711 (1,334) (11) (3,066) (140) 37,756 16,814 - - 586 370 - 163,666 35,086 - (46) (3,263) (1,515) (12,485) (9,542) (8,397) (537) (32,476) (7) (198) 74 - 9 (122) Net carrying amount at 30 June 2021 14,811 15,395 37,456 48,674 46,173 382 162,891 At 30 June 2021 Gross carrying amount – at cost 14,811 27,732 146,027 67,810 61,366 1,404 319,150 Accumulated depreciation Net carrying amount - (12,337) (108,571) (19,136) (15,193) (1,022) (156,259) 14,811 15,395 37,456 48,674 46,173 382 162,891 FINANCIAL REPORT 98 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED) Recognition and measurement Property, plant and equipment All classes of property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the income statement as incurred. Depreciation is calculated on a straight line basis on all classes of property, plant and equipment other than freehold land. The estimated useful life of buildings is 40 years; plant and equipment is between 3 and 20 years. The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. An item of property, plant and equipment is de-recognised upon disposal or when no further future economic benefits are expected from its use or disposal. Right of use assets The Group recognises lease assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Lease assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of lease assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Impairment of non-financial assets other than goodwill We have performed an impairment assessment based on the policy below. No impairment was noted. At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists or when annual impairment testing for an asset is required, the Group makes a formal estimate of the recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value. An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement. 99 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 10. INTANGIBLE ASSETS AND GOODWILL Intangible Assets $’000 Goodwill $’000 Total $’000 Year ended 30 June 2022 At 1 July 2021 Amortisation On business combination Exchange differences At 30 June 2022 Year ended 30 June 2021 At 1 July 2020 Amortisation Exchange differences At 30 June 2021 - - - - - 280 (280) - - 3,917 - 1,085 (100) 4,902 3,901 - 16 3,917 3,917 - 1,085 (100) 4,902 4,181 (280) 16 3,917 Impairment testing of the Group’s intangible assets and goodwill Goodwill acquired through business combinations has been allocated to cash generating units (“CGU”) for impairment testing purposes. The CGUs are the entity Monadelphous Electrical & Instrumentation Pty Ltd, the Hunter Valley business unit, the RTW business unit, the entity Monadelphous Energy Services Pty Ltd, the entity Arc West Group Pty Ltd, the entity R.I.G. Installations (Newcastle) Pty Ltd and the entity Buildtek SpA. The recoverable amount of each CGU has been determined based on a value in use calculation using cash flow projections based on financial budgets approved by management covering a five year period and applying a pre-tax discount rate to the cash flow projections in the range of 12% to 15%. No reasonably possible changes in key assumptions would result in the carrying amount of the individual CGUs exceeding their recoverable amount. Recognition and measurement Goodwill Goodwill acquired in a business combination is initially measured at cost being the excess of the consideration over the fair value of the Group’s identifiable assets acquired and liabilities assumed. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On 12 July 2021, the Group acquired RTW business for a purchase price consideration of $2,950,000 which resulted in goodwill of $1,085,057. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination, is, from the acquisition date, allocated to each of the Group’s CGUs or groups of CGUs that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Impairment is determined by assessing the recoverable amount of the CGU (group of CGUs) to which the goodwill relates. If the recoverable amount of the CGU (group of CGUs) is less than the carrying amount, an impairment loss is recognised. Impairment losses recognised for goodwill are not subsequently reversed. Intangible assets The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are assessed to be finite. The intangible assets are amortised over their useful life. Intangible assets are tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for the intangible assets is reviewed at least each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets is recognised in the income statement in the expense category consistent with the function of the intangible asset. FINANCIAL REPORT 100 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 11. INVESTMENT IN JOINT VENTURES Mondium Pty Ltd On 21 October 2016, an Australian joint venture company, Mondium Pty Ltd was formed between Monadelphous and Lycopodium Ltd. The Group has a 60% interest in the joint venture. The principal activity of Mondium is to deliver engineering, procurement and construction services in the minerals processing sector. The Group considers that it has joint control with its respective joint venture partner over Mondium Pty Ltd as relevant decisions at a Board and Shareholder level require unanimous agreement. Zenviron Pty Ltd On 26 July 2016, a joint venture company, Zenviron Pty Ltd was formed between Monadelphous and ZEM Energy Investments Pty Ltd. The Group has a 55% ownership interest in the joint venture and a 50% interest in the voting rights. The principal activity of Zenviron is to deliver multi-disciplinary construction services in the renewable energy market in Australia and New Zealand. The Group considers that it has joint control with its respective joint venture partner over Zenviron Pty Ltd as relevant decisions at a Board and Shareholder level require unanimous agreement. The aggregated results, assets and liabilities of Zenviron Pty Ltd and Mondium Pty Ltd are as follows: Group’s share of net assets of joint ventures Group’s share of profit after tax from continuing operations Group’s share of profit and total comprehensive income 2022 $’000 11,181 652 652 2021 $’000 11,904 3,006 3,006 Commitments and contingent liabilities relating to Joint Ventures The Group’s share of insurance bond guarantees issued by Joint Ventures at 30 June 2022 was $45,604,100 (2021: $52,716,995). Joint ventures had no capital commitments at 30 June 2022 (2021: $nil). Recognition and measurement A joint venture is a type of arrangement whereby the parties that have joint control of the arrangement have the rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group’s investments in its joint ventures are accounted for using the equity method. Under the equity method, the investment is initially recognised at cost. The carrying value of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition date. The income statement reflects the Group’s share of the results of the joint venture. 101 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 12. OTHER NON-CURRENT ASSETS Other non-current assets Other non-current assets consist of investments as follows: 2022 $’000 2021 $’000 3,440 3,259 Ordinary shares at fair value in Lycopodium Limited (ASX Code: LYL). The investment is classified as a financial asset at fair value through other comprehensive income. Fair value is calculated using quoted prices in active markets. 13. TRADE AND OTHER PAYABLES CURRENT Trade payables Contract liabilities Sundry creditors and accruals Recognition and measurement 2022 $’000 2021 $’000 123,451 119,652 12,539 32,696 22,617 25,848 168,686 168,117 Trade and other payables Trade and other payables are carried at amortised cost and are not discounted due to their short-term nature. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured, non-interest bearing and are usually paid within 30 to 45 days of recognition. Sundry creditors and accruals are non-interest bearing and have terms of 7 to 30 days. Contract liability A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 102 14. INTEREST BEARING LOANS AND BORROWINGS CURRENT Loan – secured NON-CURRENT Loan – secured Terms and conditions 2022 $’000 2021 $’000 10,901 900 771 - Interest bearing loans and borrowings includes property loans and a $8,900,000 working capital facility secured against Buildtek’s trade receivables. Defaults and breaches During the current and prior year, there were no defaults and breaches on any of the loans. Recognition and measurement Interest bearing loans and borrowings Interest bearing loans and borrowings are initially recognised at fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has a right to defer settlement of the liability for at least twelve months after the reporting date. Gains or losses are recognised in the income statement when the liabilities are derecognised. 15. LEASE LIABILITIES CURRENT Hire purchase lease liabilities Other lease liabilities NON-CURRENT Hire purchase lease liabilities Other lease liabilities Carrying amount at the beginning of the financial year Additions Accretion of interest Payments Other Carrying amount at the end of the financial year 2022 $’000 2021 $’000 17,922 8,045 25,967 29,180 42,661 71,841 96,688 27,065 3,288 14,091 7,887 21,978 24,936 49,774 74,710 88,369 26,895 2,987 (29,218) (20,965) (15) 97,808 (598) 96,688 103 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 15. LEASE LIABILITIES (CONTINUED) Terms and conditions Hire purchase agreements have an average term of three years. The average discount rate implicit in the hire purchase liability is 2.8% (2021: 2.9%). Other lease liabilities have an average term of 1.3 years. The average discount rate implicit in the other lease liability is 4.6% (2021: 3.8%). The Group has total cash outflows for leases during 30 June 2022 of $11,152,000 (2021: $8,486,075) The maturity analysis of lease liabilities is set out in note 24. Recognition and measurement The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and lease assets representing the right to use the underlying assets. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised lease assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets as follows: • Property 1 to 8 years • Plant and equipment 1 to 10 years If ownership of lease assets transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. Lease assets are subject to impairment. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption for those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets recognition exemption to leases of plant and equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. Significant judgement in determining the lease term of contracts with renewal options The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has the option, under some of its leases to lease the assets for additional terms of one to five years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew and considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 104 16. PROVISIONS CURRENT Employee benefits Workers’ compensation Other NON-CURRENT Employee benefits – long service leave Other Movements in provisions Workers’ compensation Carrying amount at the beginning of the year Additional provision Amounts utilised during the year Carrying amount at the end of the financial year Recognition and measurement 2022 $’000 2021 $’000 60,952 13,036 3,232 77,220 5,832 - 5,832 11,938 11,951 (10,853) 13,036 63,555 11,938 1,523 77,016 5,145 1,376 6,521 9,349 11,285 (8,696) 11,938 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligations. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Provisions are measured at the present value of management’s best estimate of the expenditure to settle the present obligation at the reporting date using a discounted cash flow methodology. The risks specific to the provision are factored into the cash flows and as such a risk-free government bond rate relevant to the expected life of the provision is used as a discount rate. The increase in the provision resulting from the passage of time is recognised as a finance cost. Employee benefits Employee benefits includes liabilities for wages and salaries, rostered days off, vesting sick leave, project incentives and project redundancies. It is customary within the engineering and construction industry for incentive payments and redundancies to be paid to employees at the completion of a project. The provision has been created to cover the expected costs associated with these statutory and project employee benefits. Liabilities for short term benefits expected to be wholly settled within twelve months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liability is settled. Expenses for non-vesting sick leave are recognised when the leave is taken and are measured at the rates paid or payable. The liability for long term benefits is recognised and measured as the present value of the expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds, which have terms to maturity approximating the estimated future cash outflows. 105 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OPERATING ASSETS AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2022 16. PROVISIONS (CONTINUED) Recognition and measurement (continued) Workers’ compensation It is customary for all entities within the engineering and construction industry to be covered by workers’ compensation insurance. Payments under these policies are calculated differently depending on which state of Australia the entity is operating in. Premiums are generally calculated based on actual wages paid and claims experience. Wages are estimated at the beginning of each reporting period. Final payments are made when each policy is closed out based on the difference between actual wages and the original estimated amount. The amount of each payment varies depending on the number of incidents recorded during each period and the severity thereof. The policies are closed out within a five year period through negotiation with the relevant insurance company. The provision has been created to cover the expected costs associated with closing out each insurance policy and is adjusted accordingly based on the actual payroll incurred and the severity of incidents that have occurred during each period. 17. OTHER FINANCIAL LIABILITY In November 2019, Monadelphous Group Limited acquired 75% of Chile-based construction and maintenance services contractor, Buildtek SpA (“Buildtek”) and plant and equipment hire company, MAQ Rent SpA (“MAQ Rent”). The Group had an option (put/call) to acquire 25% of the share capital of Buildtek and MAQ Rent from the Minority Interest owner. On 20 August 2021, the Group exercised its option to purchase an additional 15% of the share capital of Buildtek and MAQ Rent increasing its share to 90%. The Group retained its option to acquire the remaining 10% of the shares on issue of Buildtek and MAQ Rent in three years’ time. Similarly, the existing holders of the remaining 10% have the option to require the Group to purchase the remaining shares on the same terms and conditions as the option held by the Group. In relation to the option held by the minority shareholders, the Group has made an accounting policy choice to reclassify the non-controlling interest in these controlled entities as a liability at each reporting date until such time as the option is exercised or expires. The financial liability, representing the minority put and call option, has been recognised on the balance sheet with a corresponding adjustment to equity. Subsequent to initial recognition, changes to the carrying amount of the financial liability are also recognised directly in equity. The financial liability was initially measured at fair value, being the present value of the estimated amount payable at the end of the option period. The amount payable will be determined based on a multiple of the average annual earnings for the three years ending 31 December 2025. At 30 June 2022, the financial liability associated with the option held by the minority shareholders was $3,206,357 (2021: $10,150,590). FINANCIAL REPORT 106 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: CAPITAL STRUCTURE FOR THE YEAR ENDED 30 JUNE 2022 18. CAPITAL MANAGEMENT Capital is managed by the Group’s Chief Financial Officer in conjunction with the Group’s Finance and Accounting department. Management continually monitor the Group’s net cash/debt position and the gearing levels to ensure efficiency and compliance with the Group’s banking facility covenants, including the gearing ratio, operating leverage ratio and fixed charge coverage ratio. At 30 June 2022, the Group is in a net cash position of $124,555,000 (2021: $135,781,000) and has a debt to equity ratio of 14.3% (2021: 10.1%) which is within the Group’s net cash and debt to equity target levels. During the year ended 30 June 2022, management paid dividends of $42,762,000 (2021: $35,027,000). The policy is to payout dividends of 80% to 100% of annual net profit after tax, subject to the working capital requirements of the business, potential investment opportunities and business and economic conditions generally. The capital of the Company is considered to be contributed equity. 2022 $’000 2021 $’000 19. DIVIDENDS PAID AND PROPOSED Declared and paid during the year Current year interim Interim franked dividend for 2022 (24 cents per share) (2021: 24 cents per share) 22,829 22,724 Previous year final Final franked dividend for 2021 (21 cents per share) (2020: 13 cents per share) 19,933 12,303 Unrecognised amounts Current year final Final franked dividend for 2022 (25 cents per share) (2021: 21 cents per share) 23,834 19,933 Franking credit balance Franking credits available for future reporting years at 30% adjusted for franking credits that will arise from the payment of income tax payable as at the end of the financial year Impact on the franking account of dividends proposed or declared before the financial report was authorised for issue but not recognised as a distribution to equity holders during the period 39,101 44,961 (10,215) 28,886 (8,543) 36,418 Tax rates The tax rate at which paid dividends have been franked is 30% (2021: 30%). Dividends payable will be franked at the rate of 30% (2021: 30%). Recognition and measurement A provision for dividends is not recognised as a liability unless the dividends are declared on or before the reporting date. 107 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: CAPITAL STRUCTURE FOR THE YEAR ENDED 30 JUNE 2022 20. CONTRIBUTED EQUITY Ordinary shares – Issued and fully paid Ordinary shares 2022 $’000 2021 $’000 136,096 132,608 Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. Beginning of the financial year Transfer from reserved shares Dividend reinvestment plan Exercise of performance rights End of the financial year Recognition and measurement 2022 2021 Number of Shares $’000 Number of Shares $’000 94,761,152 132,608 94,489,833 132,576 - 345,997 155,556 - 3,488 - - 119,673 151,646 (1,269) 1,301 - 95,262,705 136,096 94,761,152 132,608 Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognised directly in equity as a deduction, net of tax, from the proceeds. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: CAPITAL STRUCTURE FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 108 21. RESERVES AND RETAINED EARNINGS Foreign currency translation reserve Share-based payment reserve Fair value reserve for financial assets Equity reserve 2022 $’000 2021 $’000 (3,137) 42,766 1,264 (6,359) 34,534 (1,956) 37,337 1,137 (5,651) 30,867 Retained earnings 241,554 232,097 Nature and purpose of reserves Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from translation of the financial statements of foreign subsidiaries. Share-based payment reserve The share-based payment reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration. Refer to note 28 for further details of these plans. Fair value reserve financial assets The fair value reserve for financial assets is used to record the movement in fair value of financial assets. Equity reserve The equity reserve is used to record the changes in the carrying amount of the financial liability representing the minority put and call option over the remaining 10% (2021: 25%) of the shares on issue of Buildtek SpA and MAQ Rent SpA. 109 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: GROUP STRUCTURE FOR THE YEAR ENDED 30 JUNE 2022 22. SUBSIDIARIES The consolidated financial statements include the financial statements of Monadelphous Group Limited and subsidiaries: Name Parent: Monadelphous Group Limited Controlled entities of Monadelphous Group Limited: Monadelphous Engineering Associates Pty Ltd # Monadelphous Properties Pty Ltd# Monadelphous Engineering Pty Ltd# Genco Pty Ltd# Monadelphous Workforce Pty Ltd# Monadelphous Electrical & Instrumentation Pty Ltd# Monadelphous KT Pty Ltd# Monadelphous Energy Services Pty Ltd# M Workforce Pty Ltd# M Maintenance Services Pty Ltd# M&ISS Pty Ltd SinoStruct Pty Ltd Monadelphous Group Limited Employee Share Trust Monadelphous Holdings Pty Ltd MGJV Pty Ltd2 Evo Access Pty Ltd Monadelphous Investments Pty Ltd MWOG Pty Ltd MOAG Pty Ltd Monadelphous International Holdings Pty Ltd Arc West Group Pty Ltd R.I.G. Installations (Newcastle) Pty Ltd RE&M Services Pty Ltd Pilbara Rail Services Pty Ltd EC Projects Pty Ltd Monadelphous RTW Pty Ltd* MMW Projects Pty Ltd* Monadelphous PNG Ltd Moway International Limited Moway AustAsia Steel Structures Trading (Beijing) Company Limited SinoStruct Engineering & Fabrication (Tianjin) Co. Ltd Monadelphous Singapore Pte Ltd Monadelphous Mongolia LLC Monadelphous Inc. Monadelphous Marcellus LLC1 Monadelphous Engineering NZ Pty Ltd Monadelphous Chile SpA MAQ Rent SpA (Note 17) Buildtek SpA (Note 17) Monadelphous Sdn Bhd Incorporated during the year # Controlled entities subject to the Class Order (Refer to note 32) * ^ The Group considers that it controls this company as it has a casting vote at Board Meetings. 1. Deregistered during the year 2. Remaining 30% acquired during the year Percentage Held by Consolidated Entity Country of Incorporation 2022 % 2021 % Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Papua New Guinea Hong Kong China China Singapore Mongolia USA USA New Zealand Chile Chile Chile Malaysia 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - 100 100 90 90 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 70^ 100 100 100 100 100 100 100 100 100 100 - - 100 100 100 100 100 100 100 100 100 100 75 75 100 FINANCIAL REPORT 110 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: GROUP STRUCTURE FOR THE YEAR ENDED 30 JUNE 2022 22. SUBSIDIARIES (CONTINUED) Ultimate parent Monadelphous Group Limited is the ultimate holding company. Material partly-owned subsidiaries There were no subsidiaries that have a material non-controlling interest during the year (2021: none). 23. INTEREST IN JOINT OPERATIONS Joint operations interests The Group’s interests in joint operations are as follows: Joint Arrangement Principal Activity Group Interest Principal Place of Business 2022 % 2021 % Monadelphous Worley JV PNG Engineering, Procurement and Construction & Maintenance Support Work in PNG PNG Monadelphous Worley JV Engineering, Procurement and Construction & Maintenance Support Work Brisbane, QLD 65 65 65 65 During the period, Monadelphous established an unincorporated joint venture, Alevro, to provide turnkey heavy lift solutions. Commitments and contingent liabilities relating to joint operations There were no capital commitments or contingent liabilities relating to the joint operations at 30 June 2022 (2021: $nil). Impairment There were no assets employed in the joint operations during the year ended 30 June 2022 (2021: $nil). Recognition and Measurement Joint arrangements are arrangements of which two or more parties have joint control. Joint control is the contractual agreed sharing of control of the arrangement which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Joint arrangements are classified as either a joint operation or joint venture, based on the rights and obligations arising from the contractual obligations between the parties to the arrangement. To the extent the joint arrangement provides the Group with rights to the individual assets and obligations arising from the joint arrangement, the arrangement is classified as a joint operation and as such, the Group recognises its: • Assets, including its share of any assets held jointly; • Liabilities, including its share of any liabilities incurred jointly; • Revenue from the sale of its share of the output arising from the joint operation; and • Expenses, including its share of any expenses incurred jointly. To the extent the joint arrangement provides the Group with rights to the net assets of the arrangement, the investment is classified as a joint venture and accounted for using the equity method. Under the equity method, the cost of the investment is adjusted by the post- acquisition changes in the Group’s share of the net assets of the venture. 111 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED 30 JUNE 2022 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instruments comprise receivables, payables, loans, leases and hire purchase contracts, cash and short-term deposits. The Group is exposed to financial risks which arise directly from its operations. The Group has policies and measures in place to manage financial risks encountered by the business. Primary responsibility for the identification of financial risks rests with the Board. The Board determines policies for the management of financial risks. It is the responsibility of the Chief Financial Officer and senior management to implement the policies set by the Board and for the constant day to day management of the Group’s financial risks. The Board reviews these policies on a regular basis to ensure that they continue to address the risks faced by the Group. The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Group’s policy to minimise risk from fluctuations in interest rates is to utilise fixed interest rates in its loans, leases and hire purchase contracts. Cash and short term deposits are exposed to floating interest rate risks. The Group manages its foreign currency risk arising from significant supplier contracts in foreign currencies by holding foreign currency or taking out forward exchange contracts. Analysis is performed on a customer’s credit rating prior to signing contracts and analysis is performed regularly of credit exposures and aged debt to manage credit and liquidity risk. The policies in place for managing the financial risks encountered by the Group are summarised below. Risk exposures and responses Interest rate risk The Group’s exposure to variable interest rates is as follows: Financial assets/liabilities Cash and cash equivalents Loan - secured Net exposure Notes 5 14 2022 $’000 2021 $’000 183,329 (10,013) 173,316 175,708 (900) 174,808 The Group utilises a number of financial institutions to obtain the best interest rate possible and to manage its risk. The Group does not enter into interest rate hedges. At 30 June 2022, reasonably possible movements in variable interest rates, based on a review of historical movements and forward rate curves for forward rates would not have had a material impact on the Group. Foreign currency risk As a result of operations in Papua New Guinea, China, Mongolia, New Zealand and Chile the Group’s statement of financial position can be affected by movements in the US$/A$, PGK/A$, RMB/A$, MNT/A$, NZ$/A$ and CLP/A$ exchange rates. The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency. Where possible, Monadelphous does not take on foreign exchange risk. At 30 June 2022, the Group had no forward contracts (2021: nil). The Group also mitigates its exposure to foreign currency risk by minimising excess foreign currency balances in overseas jurisdictions not required for working capital. FINANCIAL REPORT 112 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED 30 JUNE 2022 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) Risk exposures and responses (continued) Foreign currency risk (continued) At 30 June 2022, the Group had the following exposure to foreign currency: Year ended 30 June 2022 Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Net exposure Year ended 30 June 2021 Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Net exposure PGK AUD $’000 USD AUD $’000 28,666 18,404 (3,189) 43,881 13,008 9,454 (2,710) 19,752 5,844 7,512 (623) 12,733 15,086 774 (268) 15,592 At 30 June 2022, reasonably possible movements in USD foreign exchange rates, based on a review of historical movements, would not have had a material impact on the Group (2021: no material impact). At 30 June 2022, if the PGK foreign exchange rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows: Judgements of reasonably possible movements relating to financial assets and liabilities denominated in PGK: +5% (2021: +5%) -5% (2021: -5%) Post Tax Profit Higher/(Lower) Other Comprehensive Income Higher/(Lower) 2022 $’000 (1,535) 1,535 2021 $’000 (446) 446 2022 $’000 - - 2021 $’000 - - The reasonably possible movements have been based on review of historical movements. 113 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED 30 JUNE 2022 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) Risk exposures and responses (continued) Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group’s maximum exposure to credit risk is its cash, trade and other receivables and contract assets representing $579,089,000 at 30 June 2022 (2021: $554,041,000). The Group considers the probability of default upon initial recognition of a financial asset and whether there has been a significant increase in credit risk on an ongoing basis throughout the reporting period. Except for trade receivables, contract assets and other short-term receivables (see below), expected credit losses (ECL’s) are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. In making this assessment, the Group considers information that is reasonable and supportable, including historical experience and forward-looking information. Forward-looking information considered includes consideration of external sources of economic information. In particular, the Group takes into account the counterparties external credit rating (as far as available), actual or expected significant changes in the operating results of the counterparty and macroeconomic indicators when assessing significant movements in credit risk. Trade receivables and contract assets The Group trades with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Publicly available credit information from recognised providers is utilised for this purpose where available. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. The Group minimises concentrations of credit risk in relation to accounts receivable and contract assets by undertaking transactions with a number of customers within the resources, energy and infrastructure industry sector. There are multiple contracts with our significant customers, across a number of their subsidiaries, divisions within those subsidiaries and locations. For transactions that are not denominated in the functional currency of the relevant operating unit, the Group does not offer credit terms without the specific approval of the Chairman, Managing Director or Chief Financial Officer. Since the Group trades with recognised third parties, there is no requirement for collateral. The Group applies a simplified approach in calculating ECLs for trade receivables and contract assets. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due ageing for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. A receivable is considered to be credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows have occurred. Evidence that a receivable is credit-impaired includes observable data about significant financial difficulty of the debtor or a breach of contract, such as a default or past due event. FINANCIAL REPORT 114 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED 30 JUNE 2022 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) Risk exposures and responses (continued) Credit risk (continued) Set out below is the information about the credit risk exposure on the Group’s trade receivables and contract assets, for which lifetime expected credit losses are recognised, using a provision matrix: Trade Receivables Days Past Due Contract Assets Current <31 Days 31-60 Days 61-90 Days >91 Days Total 30 June 2022 Expected credit loss rate 0.6% 0.6% 0.6% 0.6% 0.6% 17.0% Total estimated gross carrying amount at default ($’000) 23,928 236,840 36,095 Expected credit loss ($’000) 155 1,349 218 4,927 30 3,335 21 3,579 284,776 608 2,226 Trade Receivables Days Past Due Contract Assets Current <31 Days 31-60 Days 61-90 Days >91 Days Total 30 June 2021 Expected credit loss rate 0.5% 0.5% 0.7% 1.7% 5.0% 21.3% Total estimated gross carrying amount at default ($’000) 59,685 194,324 20,963 Expected credit loss ($’000) 276 947 143 2,961 50 1,603 80 6,010 1,284 225,861 2,504 Other balances within trade and other receivables did not contain impaired assets and were not past due. It was expected that these other balances would be received when due. Financial instruments and cash deposits With respect to credit risk arising from the other financial assets of the Group, which comprises cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The Group minimises its exposure to credit risk for cash and cash equivalents, by investing funds with counter parties rated A+ or higher by Standard & Poor’s where possible. Term deposits typically have an original maturity of three months or less and other bank deposits are on call. These financial assets are considered to have low credit risk. Write off policy The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the counterparty has been placed under liquidation or entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss. 115 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED 30 JUNE 2022 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) Risk exposures and responses (continued) Liquidity risk Financing facilities available At balance date the following financing facilities had been negotiated and were available Total facilities: - Bank guarantee and performance bonds - Revolving credit Facilities used at balance date: - Bank guarantee and performance bonds - Revolving credit Facilities unused at balance date: - Bank guarantee and performance bonds - Revolving credit 2022 $’000 2021 $’000 390,000 121,230 511,230 140,370 58,774 199,144 249,630 62,456 312,086 440,000 102,648 542,648 218,331 39,927 258,258 221,669 62,721 284,390 Nature of bank guarantees and performance bonds The contractual term of the bank guarantees and performance bonds match the underlying obligation to which it relates. Nature of revolving credit The revolving credit includes hire purchase/leasing facilities. Refer to note 15 for terms and conditions. The Group’s objective is to manage the liquidity of the business by monitoring project cash flows and through the use of financing facilities. The Group currently has financing facilities in the form of hire purchase liabilities, secured loans and a receivable facility. The liquidity of the Group is managed by the Group’s Finance and Accounting department. CONTINUED FINANCIAL REPORT 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED 30 JUNE 2022 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) Risk exposures and responses (continued) Liquidity risk (continued) The table below reflects all contractually fixed pay-offs, repayments and interest resulting from financial liabilities as of 30 June 2022. Maturity analysis of financial liabilities: 6 months or less $’000 6 months to 1 year $’000 1 year to 5 years $’000 5 years or more $’000 Total Contractual Cash Flows $’000 Total Carrying Amount $’000 Year ended 30 June 2022 Financial liabilities Trade and other payables 168,686 Hire purchase liability Other lease liabilities Bank loans Other financial liability 9,019 4,898 184 - - 10,256 4,434 10,801 - - 30,202 30,576 794 3,577 - - 15,546 - - 168,686 168,686 49,477 55,454 11,779 3,577 47,102 50,706 11,672 3,206 Net maturity 182,787 25,491 65,149 15,546 288,973 281,372 6 months or less $’000 6 months to 1 year $’000 1 year to 5 years $’000 5 years or more $’000 Total Contractual Cash Flows $’000 Total Carrying Amount $’000 Year ended 30 June 2021 Financial liabilities Trade and other payables 168,117 Hire purchase liability Other lease liabilities Bank loans Other financial liability 7,680 4,761 608 - - 7,283 4,644 302 - Net maturity 181,166 12,229 Net fair values of financial assets and liabilities - 25,727 33,250 - 10,644 69,621 - - 21,245 - - 168,117 168,117 40,690 63,900 910 39,027 57,661 900 10,644 10,151 21,245 284,261 275,856 The carrying amounts and estimated fair values of financial assets and financial liabilities at balance date are materially the same. Interest bearing liabilities with fixed interest rates: The fair value includes the value of contracted cash flows, discounted at market rates. Cash and cash equivalent: The carrying amount approximates fair value because of their short-term maturity. Receivables and payables: The carrying amount approximates fair value due to short term maturity. Listed equity investments measured at fair value through other comprehensive income. The carrying amount is equal to the fair value calculated using quoted prices in active markets (level 1 – see below). The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise: Level 1: The fair value is calculated using quoted prices in active markets. Level 2: The fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Level 3: The fair value is estimated using inputs for the asset or liability that are not based on observable market data. There were no material financial assets or liabilities measured at fair value at 30 June 2022 or 30 June 2021. 117 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 25. COMMITMENTS AND CONTINGENCIES Capital commitments The consolidated group has capital commitments of $5,066,769 at 30 June 2022 (2021: $8,988,277). Guarantees 2022 $’000 2021 $’000 Guarantees given to various clients for satisfactory contract performance 140,370 218,331 Monadelphous Group Limited and all controlled entities marked # in note 22 have entered into a deed of cross guarantee. Refer to note 32 for details. Contingent liabilities The Group is subject to various actual and pending claims arising in the normal course of business. The Group has regular claims reviews to assess the need for accounting recognition or disclosure. The Directors are of the opinion that based on information currently available there is no material exposure to the Group arising from these various actual and pending claims at balance date. 26. SUBSEQUENT EVENTS Dividends declared On 22 August 2022, the directors of Monadelphous Group Limited declared a final dividend on ordinary shares in respect of the 2022 financial year. The total amount of the dividend is $23,834,482 which represents a fully franked final dividend of 25 cents per share. This dividend has not been provided for in the 30 June 2022 financial statements. The Monadelphous Group Limited Dividend Reinvestment Plan will apply to the dividend. FINANCIAL REPORT 118 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 27. PARENT ENTITY INFORMATION Information relating to Monadelphous Group Limited parent entity Notes 2022 $’000 2021 $’000 Current assets Total assets Current liabilities Total liabilities Net assets Contributed equity Share-based payment reserve Fair value reserve for financial asset at FVOCI Retained earnings Total equity Profit after tax Total comprehensive income of the parent entity Contingent liabilities Guarantees 121,851 253,369 127,283 929,001 - (670,348) (30,293) (728,926) 223,076 200,075 136,096 132,608 41,578 1,264 44,138 35,335 1,137 30,995 223,076 200,075 49,714 50,218 38,727 38,727 25 140,370 218,331 Guarantees entered into by the Group are via the parent entity. Details are contained in note 25. Capital commitments The parent entity has capital commitments of $nil at 30 June 2022 (2021: $nil). 119 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 28. SHARE BASED PAYMENT EXPENSE The share-based payment expense for the year ended 30 June 2022 was $5,234,640 (2021: $2,537,803) for the consolidated entity. Performance Rights No performance rights were granted during the year ended 30 June 2022 and 30 June 2021. The following table illustrates the number and weighted average exercise prices of and movements in performance rights granted, exercised and forfeited during the year. 2022 2021 Number of Performance Rights Weighted Average Exercise Price $ Number of Performance Rights Weighted Average Exercise Price $ 236,193 - (155,556) (5,413) 75,224 75,224 nil nil nil nil nil nil 406,142 - (161,250) (8,699) 236,193 155,556 nil nil nil nil nil nil Balance at the beginning of the year Issued during the year Exercised during the year Forfeited during the year Balance at the end of the year Exercisable during the next year Retention Rights On 20 December 2021, 1,115,200 retention rights were granted by Monadelphous Group Limited under the 2021 Monadelphous Employee Retention Plan. The retention rights were issued in the form of performance rights and vest into shares in equal instalments, one, two and three years subsequent to award, subject to the employee remaining in the employment of the Company at those particular dates. A further 43,600 retention rights have been offered to the Group’s Managing Director, Robert Velletri, with the issue being subject to shareholder approval at the 2022 Annual General Meeting. The fair value of each retention right issued during the period was estimated on the date of grant using a discounted cash flow calculation. The weighted average fair value of retention rights granted in the period was $8.17. The following table illustrates the number and weighted average exercise prices of and movements in retention rights granted, exercised and forfeited during the year. Balance at the beginning of the year Issued during the year Exercised during the year Forfeited during the year Balance at the end of the year Exercisable during the next year 2022 2021 Number of Retention Rights Weighted Average Exercise Price $ Number of Retention Rights Weighted Average Exercise Price $ - 1,115,200 - (28,400) 1,086,800 362,202 nil nil nil nil nil nil - - - - - - nil nil nil nil nil nil FINANCIAL REPORT 120 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 28. SHARE BASED PAYMENT EXPENSE (CONTINUED) Options In November 2021, 300,000 options, which had been offered to the Company’s Managing Director in November 2020, were approved to be granted at the Company’s Annual General Meeting at an exercise price of $9.30. The exercise price of the options granted under the Employee Option Plan was calculated as the average closing market price of the shares for the five trading days prior to the invitation date to apply for the options of 5 November 2020. The fair value of each option issued during the year was estimated on the date of grant using a Binomial option-pricing model. The following weighted average assumptions were used for grants during the year: Dividend yield Volatility Risk-free interest rate Expected life of option 5.44% 44.0% 0.21% - 0.95% 25% - 1 years 25% - 2 years 50% - 3 years The dividend yield reflects an analysis of past dividends and future dividend expectations. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which also may not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value. The resulting weighted average fair values for options outstanding at 30 June 2022 are: Number 562,500 562,500 1,125,000 75,000 75,000 150,000 697,500 697,500 1,395,000 75,000 75,000 150,000 Grant Date 14/10/2019 14/10/2019 14/10/2019 24/11/2020 24/11/2020 24/11/2020 05/11/2020 05/11/2020 05/11/2020 23/11/2021 23/11/2021 23/11/2021 Final Vesting Date Fair Value Per Option at Grant Date 14/09/2023 14/09/2023 14/09/2023 14/09/2023 14/09/2023 14/09/2023 14/09/2024 14/09/2024 14/09/2024 14/09/2024 14/09/2024 14/09/2024 $1.84 $2.10 $2.27 $1.84 $2.10 $2.27 $1.77 $2.04 $2.23 $1.23 $1.69 $1.96 121 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 28. SHARE BASED PAYMENT EXPENSE (CONTINUED) Options (continued) The following table illustrates the number and weighted average exercise prices of and movements in options granted, exercised and forfeited during the year. Balance at the beginning of the year Granted during the year Forfeited during the year Balance at the end of the year 2022 2021 Number of Options Weighted Average Exercise Price $ 5,590,000 300,000 (250,000) 5,640,000 11.92 9.30 11.29 11.80 Number of Options 2,400,000 3,250,000 (60,000) 5,590,000 Exercisable during the next year 2,047,500 11.43 660,000 Weighted Average Exercise Price $ 14.84 9.81 14.84 11.92 14.84 No options were exercised during the period. As a result of the EPS performance hurdle not being met, the first tranche of the 2019 award of options did not vest and have been rolled over to be re-tested in the next window period commencing 1 September 2022. Recognition and measurement The Group provides benefits to employees (including Key Management Personnel) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). These benefits are provided through the Monadelphous Group Limited Combined Reward Plan, the 2021 Monadelphous Group Limited Employee Retention Plan and the Monadelphous Group Limited Employee Option Plan. The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date on which they are granted. The fair value is determined by an external valuer. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Monadelphous Group Limited (market conditions), if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date). The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to market condition is considered to vest irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 29. AUDITOR’S REMUNERATION The auditor of Monadelphous Group Limited is Ernst & Young. Amounts received or due and receivable by Ernst & Young Australia for: - An audit or review of the financial report of the entity and any other entity in the consolidated entity - Other services in relation to the entity and any other entity in the consolidated entity - tax compliance - other agreed upon procedure services where there is discretion as to whether the service is provided by the auditor of another firm Total fees to Ernst & Young (Australia) Amounts received or due and receivable by overseas member firms of Ernst & Young for: - An audit or review of the financial report of the entity and any other entity in the consolidated entity - Other services in relation to the entity and any other entity in the consolidated entity - tax compliance Total fees to overseas member firms of Ernst & Young Total auditor’s remuneration FINANCIAL REPORT 122 2022 $ 2021 $ 375,282 342,221 28,200 49,350 - 403,482 122,567 514,138 9,174 11,202 9,510 18,684 18,457 29,659 422,166 543,797 Ernst & Young has provided an auditor’s independence declaration to the Directors of Monadelphous Group Limited confirming that the provision of the other services has not impaired their independence as auditors. 30. RELATED PARTY DISCLOSURES Compensation of key management personnel Short term benefits Post-employment Long term benefits Share-based payments Total compensation Zenviron The Group had sales to the joint venture during the year totalling $3,413,805 (2021: $4,110,085). Mondium There were no loans receivable from Mondium at 30 June 2022 (2021: $6,000,000). The Group had sales to the joint venture during the year totalling $94,357,476 (2021: $102,607,792). 2022 $ 2021 $ 4,527,670 3,833,031 175,345 134,970 989,875 159,270 13,845 615,010 5,827,860 4,621,156 123 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 31. OPERATING SEGMENTS Revenue is derived by the consolidated entity from the provision of engineering services to the resources, energy and infrastructure industry sector. For the year ended 30 June 2022, the Engineering Construction division contributed revenue of $774.4 million (2021: $979.0 million) and the Maintenance and Industrial Services division contributed revenue of $1,166.0 million (2021: $976.9 million). Included in these amounts is $10.3 million (2021: $2.8 million) of inter-entity revenue and $120.6 million (2021: $199.4 million) of revenue of joint ventures, which is eliminated on consolidation. The operating divisions are exposed to similar risks and rewards from operations and are only segmented to facilitate appropriate management structures. The directors believe that the aggregation of the operating divisions is appropriate for segment reporting purposes as they: • have similar economic characteristics in that they have similar gross margins; • perform similar services for the same industry sector; • have similar operational business processes; • provide a diversified range of similar engineering services to a large number of common clients; • utilise a centralised pool of engineering assets and shared services in their service delivery models, and the services provided to customers allow for the effective migration of employees between divisions; and • operate predominately in one geographical area, namely Australia. Accordingly, all services divisions have been aggregated to form one segment. The Group has a number of customers to which it provides services. The largest customer represented 26% (2021: 36%) of the Group’s revenue. One other customer individually contributed 23% (2021: 11%) of the Group’s revenue. There are multiple contracts with these customers, across a number of their subsidiaries and divisions within those subsidiaries and locations. GEOGRAPHICAL INFORMATION Revenue from external customers Australia Chile Papua New Guinea Other overseas locations Total non-current assets Australia Chile Papua New Guinea Other overseas locations 2022 $’000 2021 $’000 1,624,561 1,631,457 97,727 83,289 3,874 55,998 47,421 18,862 1,809,451 1,753,738 186,759 14,854 6,647 792 207,696 6,600 3,957 1,173 209,052 219,426 FINANCIAL REPORT 124 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 32. DEED OF CROSS GUARANTEE Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, relief has been granted to these controlled entities of Monadelphous Group Limited from the Corporations Act 2001 requirements for preparation, audit and publication of accounts. As a condition of the Class Order, Monadelphous Group Limited and the controlled entities subject to the Class Order, entered into a deed of indemnity on 9 June 2011, 1 June 2012, 9 June 2014 and 8 June 2016. The effect of the deed is that Monadelphous Group Limited has guaranteed to pay any deficiency in the event of winding up of these controlled entities. The controlled entities have also given a similar guarantee in the event that Monadelphous Group Limited is wound up. The consolidated income statement and statement of financial position of the entities that are members of the ‘Deed’ are as follows: Consolidated Income Statement and Comprehensive Income Profit before income tax Income tax expense Net profit after tax for the period Reconciliation of Retained Earnings Retained earnings at the beginning of the period Dividends paid Net profit after tax for the period Retained earnings at the end of the period 2022 $’000 2021 $’000 72,234 (20,546) 51,688 198,368 (42,762) 51,688 207,294 49,299 (17,448) 31,851 201,544 (35,027) 31,851 198,368 125 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 32. DEED OF CROSS GUARANTEE (CONTINUED) Consolidated Statement of Financial Position ASSETS Current assets Cash and cash equivalents Trade and other receivables Contract assets Total current assets Non-current assets Investments in subsidiaries Property, plant and equipment Deferred tax assets Intangible assets and goodwill Other non-current assets Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Interest bearing loans and borrowings Lease liabilities Income tax payable Provisions Total current liabilities Non-current liabilities Interest bearing loans and borrowings Lease liabilities Provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings TOTAL EQUITY 2022 $’000 2021 $’000 118,863 278,894 25,648 423,405 18,948 140,191 15,629 3,440 4,203 182,411 605,816 115,082 287,623 59,685 462,390 17,345 152,549 20,723 3,120 3,259 196,996 659,386 67,593 124,531 - 21,708 15,154 46,311 900 20,584 21,466 44,683 150,766 212,164 771 64,530 5,056 70,357 221,123 384,693 136,096 41,303 207,294 384,693 - 73,899 5,874 79,773 291,937 367,449 132,608 36,473 198,368 367,449 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 126 33. OTHER ACCOUNTING STANDARDS Other accounting policies Financial assets Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through OCI, and fair value through profit or loss. With the exception of trade receivables, that do not have a significant financing component, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under AASB 15. Financial assets at amortised cost The Group measures financial assets at amortised cost where the objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group’s financial assets at amortised cost includes trade receivables. Financial assets at fair value For financial assets at fair value, gains and losses will either be reported in profit or loss or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity instruments at fair value through OCI. Gains and losses on financial assets designated at fair value through OCI are not recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established. Equity instruments designated at fair value through OCI are not subject to impairment assessment. Impairment of financial assets The Group recognises an allowance for ECLs for trade receivables, contract assets and other debt financial assets not held at fair value through profit or loss. ECLs are based on the difference between the contracted cash flows due in accordance with the contract and all the cash flows the Group expects to receive, discounted at an approximation of the original effective interest rate. For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses and recognises a loss allowance based on lifetime expected credit losses at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Definition of default The Group considers a financial asset to be in default when contractual payments are 90 days past due or when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full. Write off policy A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. 127 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 33. OTHER ACCOUNTING STANDARDS (CONTINUED) New and amended Accounting Standards and Interpretations Monadelphous Group Limited and its subsidiaries has adopted all new and amended Australian Standards and Interpretations mandatory for reporting periods beginning on or before 1 July 2021. Revised Standards and Interpretations which apply from 1 July 2021 did not have any material effect on the financial position or performance of the Group. New accounting standards and interpretations issued but not yet effective Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective (including those below) have not been adopted by the Group for the annual reporting period ended 30 June 2022. Reference Summary AASB 2020-3 Amendments to AASB 3 – Reference to the Conceptual Framework The IASB’s assessment of applying the revised definitions of assets and liabilities in the Conceptual Framework to business combinations showed that the problem of day 2 gains or losses would be significant only for liabilities that an acquirer accounts for after the acquisition date by applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies. The Board updated IFRS 3 in May 2020 for the revised definitions of an asset and a liability and excluded the application of the Conceptual Framework to liabilities and contingent liabilities within the scope of IAS 37 or IFRIC 21. Application date of standard Application date for Group 1 January 2022 1 July 2022 AASB 2020-3 Amendments to AASB 137 – Onerous Contracts – Cost of Fulfilling a Contract AASB 137 defines an onerous contract as a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Unavoidable cost is the lower of the cost of fulfilling the contract and any compensation or penalties arising from failure to fulfil it. 1 January 2022 1 July 2022 AASB 137 does not specify which costs to include in determining the cost of fulfilling a contract. Consequently, AASB 137 was amended to clarify that when assessing whether a contract is onerous, the cost of fulfilling the contract comprises all costs that relate directly to the contract, which includes both the: • Incremental costs of fulfilling that contract (e.g., materials and labour); and • An allocation of other costs that relate directly to fulfilling contracts (e.g., depreciation of property, plant and equipment) An entity shall apply these amendments to contracts for which it has not yet fulfilled all its obligations at the beginning of the annual reporting period in which it first applies the amendments (the date of initial application). Comparative information is not restated. Instead, the cumulative effect of initially applying the amendments is recognised as an adjustment to the opening balance of retained earnings or other component of equity, as appropriate, at the date of initial application. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 FINANCIAL REPORT 128 33. OTHER ACCOUNTING STANDARDS (CONTINUED) New accounting standards and interpretations issued but not yet effective (continued) Reference Summary AASB 2020-3 Amendments to AASB 116 – Property, Plant and Equipment: Proceeds before Intended Use AASB 2020-3 Amendment to AASB 9 – Fees in the ‘10 per cent’ Test for Derecognition of Financial Liabilities AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Under AASB 116 Property, Plant and Equipment, net proceeds from selling items produced while constructing an item of property, plant and equipment are deducted from the cost of the asset. The IASB’s research indicated practical diversity in interpreting this requirement. As a result, AASB 116 was amended to prohibit an entity from deducting from the cost of an item of property, plant and equipment, the proceeds from selling items produced before that asset is available for use. An entity is also required to measure production costs of the sold items by applying AASB 112 Inventories. Proceeds from selling any such items, and the cost of those items, are recognised in profit or loss in accordance with applicable standards. These amendments are applied retrospectively, but only to items of property, plant and equipment that are ‘ready to use’ on or after the beginning of the earliest period presented in the financial statements in which the entity first applies the amendments — ‘ready to use’ meaning the asset is in the location and condition necessary to be capable of operating in the manner intended by management. Under AASB 9, an existing financial liability that has been modified or exchanged is considered extinguished when the contractual terms of the new liabilities are substantially different, measured by the ’10 per cent’ test. That is, when the present value of the cash flows under the new terms, including any fees paid or received, is at least 10 per cent different from the present value of the remaining cash flows of the original financial liability. The amendment to AASB 9 clarifies that fees included in the 10 per cent test are limited to fees paid or received between the borrower and the lender, including amounts paid or received by them on the other’s behalf. When assessing the significance of any difference between the new and old contractual terms, only the changes in contractual cash flows between the lender and borrower are relevant. Consequently, fees incurred on the modification or exchange of a financial liability paid to third parties are excluded from the 10 per cent test. The amendments clarify that a full gain or loss is recognised when a transfer to an associate or joint venture involves a business as defined in AASB 3 Business Combinations. Any gain or loss resulting from the sale or contribution of assets that does not constitute a business, however, is recognised only to the extent of unrelated investors’ interests in the associate or joint venture. Application date of standard Application date for Group 1 January 2022 1 July 2022 1 January 2022 1 July 2022 1 January 2025 1 July 2025 129 ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 33. OTHER ACCOUNTING STANDARDS (CONTINUED) New accounting standards and interpretations issued but not yet effective (continued) Reference Summary AASB 2021-5 Amendments to AASs – Deferred Tax related to Assets and Liabilities arising from a Single Transaction AASB 112 Income Taxes requires entities to account for income tax consequences when economic transactions take place, and not at the time when income tax payments or recoveries are made. Accounting for such tax consequences, means entities need to consider the differences between tax rules and accounting standards. These differences could either be: • Permanent – e.g., when tax rules do not allow a certain expense to Application date of standard Application date for Group 1 January 2023 1 July 2023 ever be deducted Or • Temporary – e.g., when tax rules treat an item of income as taxable in a period later than when included in the accounting profit Deferred taxes representing amounts of income tax payable or recoverable in the future must be recognised on temporary differences unless prohibited by AASB 112 in certain circumstances. One of these circumstances, known as the initial recognition exception, applies when a transaction affects neither accounting profit nor taxable profit, and is not a business combination. Views differ about applying this exception to transactions that, on initial recognition, create both an asset and liability (and could give rise to equal amounts of taxable and deductible temporary differences) such as: • Recognising a right-of-use asset and a lease liability when commencing a lease • Recognising decommissioning, restoration and similar liabilities with corresponding amounts included in the cost of the related asset Some entities have previously recognised deferred tax consequences for these types of transactions, having concluded that they did not qualify for the initial recognition exception. The amendments to AASB 112 clarify that the exception would not normally apply. That is, the scope of this exception has been narrowed such that it no longer applies to transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. The amendments apply from the beginning of the earliest comparative period presented to: • All transactions occurring on or after that date • Deferred tax balances, arising from leases and decommissioning, restoration and similar liabilities, existing at that date The cumulative effect of initial application is recognised as an adjustment to the opening balance of retained earnings or other component of equity, as appropriate. FINANCIAL REPORT 130 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS: OTHER FOR THE YEAR ENDED 30 JUNE 2022 33. OTHER ACCOUNTING STANDARDS (CONTINUED) New accounting standards and interpretations issued but not yet effective (continued) Reference Summary AASB 2020-1 Amendments to AASs – Classification of Liabilities as current or non-current A liability is classified as current if the entity has no right at the end of the reporting period to defer settlement for at least 12 months after the reporting period. The AASB recently issued amendments to AASB 101 to clarify the requirements for classifying liabilities as current or non-current. Specifically: • The amendments specify that the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists. • Management intention or expectation does not affect classification of liabilities. • In cases where an instrument with a conversion option is classified as a liability, the transfer of equity instruments would constitute settlement of the liability for the purpose of classifying it as current or non-current. Application date of standard Application date for Group 1 January 2023 1 July 2023 131 ANNUAL REPORT 2022 INVESTOR INFORMATION FOR THE YEAR ENDED 30 JUNE 2022 Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows. The information is current at 12 September 2022. a) Distribution of equity securities The number of shareholders, by size of holding, in each class of share is: Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total Holders 6,115 4,063 755 598 30 11,561 The number of shareholders holding less than marketable parcels is 392. b) Twenty largest shareholders The names of the twenty largest holders of quoted shares are: Rank Name HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited J P Morgan Nominees Australia Pty Limited National Nominees Limited BNP Paribas Noms Pty Ltd Velham Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited Wilmar Enterprises Pty Ltd Rubi Holdings Pty Ltd BNP Paribas Nominees Pty Ltd Citicorp Nominees Pty Limited Mr Arif Erdash HSBC Custody Nominees (Australia) Limited-GSCO ECA Netwealth Investments Limited Borromini Pty Ltd Marsden Holdings (Canberra) Pty Ltd BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd Twin Pines Pty Ltd Latrobe Bond & Free Stores Pty Ltd Nancris Pty Ltd 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Total Number of Ordinary Shares % of Issued Capital 2,765,687 9,621,367 5,610,174 15,072,420 62,493,590 95,563,238 Number of Ordinary Shares 14,224,196 14,026,127 11,528,999 8,508,009 3,403,733 2,100,000 1,388,932 1,320,000 1,022,653 953,837 552,296 480,000 324,936 226,092 224,000 219,423 197,333 184,600 181,000 175,000 2.89 10.07 5.87 15.77 65.40 100.00 % of Issued Capital 14.88 14.68 12.06 8.90 3.56 2.20 1.45 1.38 1.07 1.00 0.58 0.50 0.34 0.24 0.23 0.23 0.21 0.19 0.19 0.18 61,241,166 64.08 c) Substantial shareholders d) Voting rights The following shareholders have declared a relevant interest in the number of voting shares at the date of giving notice under Part 6C.1 of the Corporations Act 2001. Shareholder Allan Gray Australia Pty Ltd Ordinary Shares 6,057,818 % Held 6.35 Each ordinary shareholder present at a general meeting (whether in person, online, by proxy or by representative) is entitled to one vote on a show of hands, or on a poll, one vote for each fully paid ordinary share subject to any voting restrictions that may apply. e) Securities exchange listing Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited. FINANCIAL REPORT 132 INVESTOR INFORMATION FOR THE YEAR ENDED 30 JUNE 2022 ANNUAL GENERAL MEETING The Annual General Meeting will be held in person at The University Club, University of Western Australia, Crawley, WA, and online, on Tuesday 22 November 2022 at 10.00am (AWST). Full details of the meeting are contained in the Notice of Annual General Meeting available on the Company’s website at www.monadelphous.com.au. DIVIDENDS The following options are available regarding payment of dividends. (i) By cheque payable to the shareholder; or (ii) By direct deposit to a bank, building society or credit union account. Lost or stolen cheques should be reported immediately to the Share Registry, in writing. Electronic payments are credited on the dividend payment date and confirmed by a payment advice sent to the shareholder. Request forms for this service are available from the Company’s Share Registry at the address shown below. SHAREHOLDER ENQUIRIES All enquires should be directed to the Company’s Share Registry at: Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth Western Australia 6000 Telephone: 1300 364 961 (Australia) +61 3 9946 4415 (Overseas) Email: Website: web.queries@computershare.com.au www.computershare.com.au CHANGE OF NAME Shareholders who change their name should notify the Share Registry, in writing, and attach a copy of a relevant marriage certificate or deed poll. TAX FILE NUMBER (TFN) Although it is not compulsory for each shareholder to provide a TFN or exemption details, for those shareholders who do not provide the necessary details, the Company will be obliged to deduct tax from any unfranked portion of their dividends at the top marginal rate. TFN application forms can be obtained from the Share Registry, any Australian Post Office or the Australian Taxation Office. MONADELPHOUS PUBLICATIONS In an effort to reduce its impact on the environment Monadelphous will only post printed copies of this Annual Report to those shareholders who elect to receive one through the Share Registry. Shareholders may alternatively elect to receive an electronic copy of the Annual Report. Monadelphous Group Limited financial reports are also available on its website. INFORMATION ABOUT MONADELPHOUS Requests for specific information on the Company can be directed to the Company Secretary at the following address: Monadelphous Group Limited PO Box 600 Victoria Park, WA 6979 Telephone: +61 8 9316 1255 Facsimile: +61 8 9316 1950 All written enquires should include your Security Holder Reference Number or Holder Identification Number as it appears on your Holding Statement along with your current address. MONADELPHOUS WEBSITE Further information about Monadelphous Group Limited is available on the Company’s website at www.monadelphous.com.au CHANGE OF ADDRESS It is very important that shareholders notify the Share Registry immediately, in writing, if there is any change to their registered address. LOST HOLDING STATEMENTS Shareholders should inform the Share Registry immediately, in writing, so that a replacement statement can be arranged. 133 ANNUAL REPORT 2022 CORPORATE DIRECTORY DIRECTORS Calogero Giovanni Battista Rubino Chairman Robert Velletri Managing Director Susan Lee Murphy AO Lead Independent Non-Executive Director Peter John Dempsey Independent Non-Executive Director Dietmar Robert Voss Independent Non-Executive Director Helen Jane Gillies Independent Non-Executive Director Enrico Paul Buratto Independent Non-Executive Director COMPANY SECRETARIES Kristy Glasgow Philip Trueman PRINCIPAL REGISTERED OFFICE IN AUSTRALIA 59 Albany Highway Victoria Park Western Australia 6100 Telephone: +61 8 9316 1255 Facsimile: +61 8 9316 1950 Website: www.monadelphous.com.au POSTAL ADDRESS PO Box 600 Victoria Park Western Australia 6979 SHARE REGISTRY Computershare Investor Services Pty Limited Level 11, 172 St George’s Terrace Perth Western Australia 6000 Telephone: 1300 364 961 (Australia) +61 3 9946 4415 (Overseas) Facsimile: +61 8 9473 2500 ASX CODE MND – Fully Paid Ordinary Shares BANKERS National Australia Bank Limited 100 St George’s Terrace Perth Western Australia 6000 HSBC 188-190 St George’s Terrace Perth Western Australia 6000 Westpac Banking Corporation 109 St George’s Terrace Perth Western Australia 6000 AUDITORS Ernst & Young 11 Mounts Bay Road Perth Western Australia 6000 SOLICITORS Johnson, Winter & Slattery Level 49, 152-158 St George’s Terrace Perth Western Australia 6000 CONTROLLED ENTITIES Monadelphous Engineering Associates Pty Ltd Monadelphous Engineering Pty Ltd Monadelphous Properties Pty Ltd Monadelphous Workforce Pty Ltd Genco Pty Ltd Monadelphous Electrical & Instrumentation Pty Ltd Monadelphous PNG Ltd Monadelphous Holdings Pty Ltd Moway International Limited SinoStruct Pty Ltd Moway AustAsia Steel Structures Trading (Beijing) Company Limited Monadelphous Group Limited Employee Share Trust Monadelphous KT Pty Ltd Monadelphous Energy Services Pty Ltd Monadelphous Singapore Pte Ltd Monadelphous Mongolia LLC M&ISS Pty Ltd M Maintenance Services Pty Ltd Monadelphous Engineering NZ Pty Ltd Evo Access Pty Ltd Monadelphous Inc. MGJV Pty Ltd M Workforce Pty Ltd Monadelphous Investments Pty Ltd MWOG Pty Ltd Arc West Group Pty Ltd MOAG Pty Ltd Monadelphous International Holdings Pty Ltd Monadelphous Sdn Bhd R.I.G. Installations (Newcastle) Pty Ltd R E & M Services Pty Ltd Pilbara Rail Services Pty Ltd EC Projects Pty Ltd Monadelphous Chile SpA MAQ Rent SpA Buildtek SpA SinoStruct Engineering & Fabrication (Tianjin) Co. Ltd Monadelphous RTW Pty Ltd (incorporated 7 July 2021) MMW Projects Pty Ltd (incorporated 27 August 2021) PERTH HEAD OFFICE BRISBANE OFFICE MONADELPHOUS.COM.AU 59 Albany Highway Victoria Park Western Australia 6100 PO Box 600 Victoria Park Western Australia 6979 Level 6, 19 Lang Parade Milton Queensland 4064 PO Box 1872 Milton Queensland 4064 T +61 8 9316 1255 F +61 8 9316 1950 T +61 7 3368 6700 F +61 7 3368 6777 Monadelphous Group Limited ABN 28 008 988 547

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