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2023 ReportPeers and competitors of Monash IVF Group Ltd:
Twist BioscienceANNUAL REPORT 2022
Growing
the future.
ABOUT US
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Growing the future.
For more than 50 years, Monash IVF Group has been at the forefront
of reproductive care, partnering with world-leading fertility specialists
and other highly skilled experts who share our passion for helping
patients to achieve their family dreams.
With our help, more than 50,000 babies have been delivered
to the world over the past 50+ years.
Today Monash IVF operates in every state of mainland
Australia and in a growing number of South-East Asian
locations. Our fertility specialists, nurses, scientists, sonologists,
genetic counsellors, phlebotomists, ultrasound technicians,
sonographers, donor and surrogacy experts and support teams
provide holistic and integrated care and are passionate about
supporting our patients no matter what stage of their fertility
journey they are at.
We offer a full range of fertility and reproductive care services
- from pre conception health assessments, genetic testing
and counselling through to fertility treatment options and
women’s ultrasound.
Due to our patient-centred care and inclusive approach,
clinician engagement, strong success rates, diverse service
offerings and state-of-the-art technologies in our laboratories,
Monash IVF Group is growing as the fertility partner of choice
for a number of clinicians in Australia and abroad. With
expertise in IVF, donor, genetic testing, counselling, surrogacy,
menstrual health and other gynaecological issues (such as
endometriosis and PCOS), patients can be rest assured that
they are in safe hands as they navigate through their fertility
journey.
CONTENTS
Chairman’s Report
Managing Director & CEO’s Report
Financial Overview
Chief Financial Officer’s Report
Our Strategy
Our Pillars
Board of Directors
Management Team
Directors’ Report
Remuneration Report – Audited
4
5
6
7
8
9
20
22
23
38
Auditor’s Independence Declaration
Corporate Governance
Consolidated Statement of Profit or Loss and Other Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
56
57
71
72
73
74
111
112
116
118
YEAR IN REVIEWGROWING THE FUTURE Let’s be
brave
together.
Annual Report 2022 | 1
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT YEAR IN REVIEW
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
A Year in Review
Total domestic
stimulated cycles
↓0.3%
On FY21 (FY22; 9,783)
Opened our 5th
clinic in Asia
15.09.22
Bali
New patient
domestic
stimulated cyles
↑2.2%
On FY21 (FY22; 4,881)
New Patient
Registrations
increased by
↑4.0%
compared to FY21
Domestic
acquisitions
2
Total embryos
screened (PGT)
↑14.7%
On FY21 (FY22, 5,487)
Success rates
increased by
↑4.4%
since 2018
Employee
Engagement
Culture of
Success
61%
Average
patient NPS
score
+66
2 | Monash IVF Group
ABOUT USGROWING THE FUTURE Revenue
$192.3m
↑ 4.7% on FY21
Underlying NPAT 1 ,3
$22.2m
↓ 4.7% on FY21
Underlying EBITDA1
$48.1m
↑ 0.8% on FY21
Underlying EBIT 1
$33.4m
↓ 5.0% on FY21
Reported NPAT 3
$18.5m
↓ 28.0% on FY21
31
New Domestic
and International
Fertility Specialists
joined Monash IVF Group in July 2021-August
2022 through recruitment, acquisitions and
our internal training program.
1. Non-IFRS measure
2. Refer to page 26 for reconciliation of Reported EBITDA,
EBIT and NPAT to Adjusted EBITDA, EBIT and NPAT
3. NPAT including minority interest
Annual Report 2022 | 3
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Chairman’s Report
In a year impacted by the ongoing COVID-19 pandemic,
coupled with other global macro disruptions and
challenges, Monash IVF Group delivered revenue growth
of 4.7% and underlying NPAT of $22.2m. We successfully
navigated multiple disruptors whilst maintaining our
market focus and momentum. We have continued to
make significant investments in doctor partnerships,
clinical infrastructure, genetics and science, and our
business is in a strong financial position to deliver
sustainable long-term growth.
Mr Richard Davis
INDEPENDENT
CHAIRMAN
Strong underlying market
dynamics remain unchanged
despite a year of disruptions and
short-term volatility.
In FY22 the Australian IVF market
recorded a decrease in stimulated cycles
of 1.1%, with Monash IVF Group performing
ahead of market, recording market share
growth of 20bp to 21.2%.
The extended COVID-19 lockdowns in
1H22 meant people were spending most
of their time at home with their families,
making it the ideal time to think about
starting or expanding families. Pregnancy
rates continued to increase, and IVF
growth rates were strong during 1H22.
However, as COVID-19 became more
widespread in the community in 2H22, the
IVF industry faced significant disruptions
from workforce shortages and patients
being forced to delay treatment following
COVID-19 infection. Furthermore, as
international borders reopened, a strong
urge to travel saw many Australians
recommence travel and holidays.
This short-term lag in market growth
in 2H22 does not reflect any changing
consumer sentiment towards IVF, yet
reflects short-term impacts of COVID-19.
The Australian IVF industry has
experienced remarkable growth over the
last three years, delivering a three-year
CAGR (Compound Annual Growth Rate)
in Stimulated Cycles of 7%.
Our Australian IVF business delivered
a robust result in FY22, with stimulated
cycles in line with FY21 and EBITDA
growth of 6.9%. Performance was
particularly strong in New South Wales,
Queensland and South Australia.
Our ultrasound business was disrupted
by COVID-19 and influenza during FY22.
Volumes declined due to sonographer
and workforce shortages, and reluctance
of patients to attend healthcare settings.
We are confident that this business
will have strong tailwinds as the recent
challenges subside.
Our Malaysian business has had a longer
road to recovery post the initial COVID
shutdowns with demand for IVF services
restricted by reduced movement and
travel and a weak economic environment.
However, early signs of improvement
were evident in 2H22 with a 23% increase
in new patient consultations.
Despite some volatility in market
growth in 2H22, underlying
demand for IVF services remains
strong and resilient.
Monash IVF’s ability to on-board and
attract more fertility specialists and
execute on compelling acquisitions
reflects our leading reputation in the
market for our best-in-class service model
and compelling doctor value proposition,
combined with the strength and
engagement of our existing doctor group.
Monash IVF Group is now considered the
destination of choice for clinicians.
As we look towards FY23 and beyond,
we remain confident that we have the
right people, the right priorities and more
importantly the commitment of our people
to maintain a strong financial position and
deliver shareholder value.
The Board and I would like to acknowledge
and thank our people and clinicians
for their dedicated commitment to the
business, together with our patients and
our shareholders for their ongoing support
of Monash IVF Group.
Mr Richard Davis
Independent Chairman
4 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE Managing Director & CEO’s Report
During FY22 we made substantial progress towards
achieving our Vision 2026. Through the resilience and
agility of our people Monash IVF Group delivered a solid
FY22 result, despite the disruptions thrown in our path. In
FY22, Monash IVF delivered revenue of $192.3m with the
performance of our Australian IVF operations remaining
strong, partially offset by weaker performances from the
Ultrasound and International businesses.
Mr Michael Knaap
MANAGING DIRECTOR
& CEO
The most exciting achievement in
FY22 has been the significant ramp up
in business development and investment
in our business to drive future growth. This
reflects our strong confidence in the IVF
markets in Australia and South-East Asia,
and the ability of our business model and
leadership team to execute on this growth.
Key highlights of FY22 include:
› Sustaining a higher than benchmark
›
employee engagement demonstrating
a “Culture of Success” for
consecutive years.
Investing in doctor partnerships: In
Australia, the addition of 9 new doctors
through organic recruitment and
two new domestic acquisitions were
executed which will add a further 15 new
doctors in 1H23. The ability of Monash
IVF to attract new doctors is a strong
endorsement of our best-in-class clinical
offering and our collaborative approach
to doctor partnerships;
› Expanding domestic geographic
›
footprint: Following our entry into the
Western Australian and Cairns markets
through the Pivet acquisition, Monash IVF
Group will have the broadest footprint
across Australia;
Investing in state-of-the-art clinical
infrastructure: In FY22, we invested in
new sites in Darwin and Penrith, and new
flagship sites in Melbourne and the Gold
Coast are expected to open in 2H23,
with both sites including day surgeries;
› Scientific leadership to improve
pregnancy outcomes: Clinical
pregnancy rates per embryo transferred
(women aged <43 years) continue to
improve across the Group growing from
32.6% in CY18 to 37.0% in CY21;
Increasing presence in genetics:
Appointment of four new clinical
geneticists and the launch of our At
Home Genetic Carrier Screening in
November 2021;
›
› South-East Asia expansion gaining
momentum: Our new clinic opened
in Singapore in April 2022 and a new
clinic in Bali opened in September 2022,
taking our total clinics in South-East Asia
to five.
Resilience and commitment of our people
The strength of our people and culture
has been further highlighted over the
past two years as we all collectively
navigated the new ways of working and
gained overwhelming support for the
implementation of critical COVID-safe
practices such as vaccinations, ensured
we kept our people, patients, and the
community safe. This at times was further
challenged as workforce shortages
became a new consideration.
I would like to take this opportunity to
thank all our people and clinicians for their
outstanding commitment to Monash IVF
during this challenging period.
Looking to FY23 and beyond
Despite the slowing in market growth
in 2H22, we are confident the strong
underlying industry dynamics are
unchanged. Advanced maternal age,
behavioural changes in the community
to focus more on family, a favourable
Government funding environment and
access to broader service offerings is
expected to underpin industry growth into
the future.
Monash IVF Group is ideally positioned to
continue to grow above market in FY23
and beyond driven by several factors,
including: the 31 new doctors that have
recently joined Monash IVF Group; the
transformation of our Melbourne, Gold
Coast and Brisbane clinics as they move
to new state of the art facilities over the
next 18 months; the momentum building
in our South-East Asia expansion; and our
increased presence in the rapidly growing
area of genetics.
It is with the commitment of of our people,
and the support of our clinicians and our
shareholders that we will meet our Vision
2026 goal of being the most admired
reproductive provider in the world.
Mr Michael Knaap
Managing Director & CEO
Annual Report 2022 | 5
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Financial Overview
Revenue
FY22 Profit & Loss Overview
$192.3m
↑ 4.7% on FY21
Underlying EBITDA 1,2
$48.1m
↑ 0.8% on FY21
Underlying EBIT 1,2
$33.4m
↓ 5.0% on FY21
Underlying NPAT 5,6,7
$22.2m
↓ 4.7% on FY21
Reported EBITDA 5
$43.2m
↓ 15.6% on FY21
Reported NPAT 7
$18.5m
↓ 28.0% on FY21
6 | Monash IVF Group
Underlying ($m)
Group Revenue
Underlying EBITDA 1, 2
Underlying EBIT 1, 2
Underlying NPAT 1, 2, 3
Reported ($m)
Reported EBITDA 1
Depreciation & amortisation
Reported EBIT
Net finance costs
Reported Profit before tax
Income tax expense
Reported NPAT 3
1. Non-IFRS measure
FY22
192.3
48.1
33.4
22.2
43.2
(14.8)
28.4
(2.1)
26.2
(7.7)
18.5
FY21
Restated 4
% Change
183.6
47.8
35.1
23.3
51.2
(12.6)
38.7
(2.5)
36.2
(10.5)
25.7
4.7%
0.8%
(5.0%)
(4.7%)
(15.6%)
17.5%
(26.6%)
(16.0%)
(27.6%)
(26.7%)
(28.0%)
2. Refer to page 26 for reconciliation of Reported EBITDA, EBIT and NPAT to Adjusted EBITDA,
EBIT and NPAT
3. NPAT including minority interest
4. 30 June 2021 has been restated due to the IFRS Interpretations committee decision in relation
to accounting for Software as a Service
FY22 Cash flow Overview
($m)
Reported EBITDA
Movement in working capital
Income taxes paid
Net operating cash flow (post tax)
Capital expenditure
Payments for businesses/minority interest
Cash flow from investing activities
Free Cash flow 5
Dividends paid
Interest on borrowings 6
Payments of lease liabilities
Proceeds/(repayment) of borrowings
Cash flow from financing activities
Net cash flow movement
Closing cash balance
FY22
43.2
(1.5)
(9.8)
31.9
(11.8)
(3.4)
(15.2)
16.7
(16.8)
(0.6)
(8.6)
8.4
(17.7)
(0.9)
7.9
FY21
Restated 7
% Change
51.2
0.1
(7.3)
44.0
(10.0)
(1.3)
(11.2)
32.8
(13.1)
(0.7)
(7.6)
(17.7)
(39.1)
(6.3)
8.8
(15.6%)
(1600%)
(34.2%)
(27.5%)
(18.0%)
(161.5%)
(35.7%)
(49.1%)
(28.2%)
14.3%
(13.2%)
147.5%
54.7%
85.7%
(10.2%)
5. Free Cash Flow is Net Operating cash flow (post-tax) less Cash flow from investing activities
6. Including capitalised bank fees
7. 30 June 2021 has been restated due to IFRS Interpretations Committee decision in relation
to accounting for Software as a Service
YEAR IN REVIEWABOUT USGROWING THE FUTURE FINANCIAL OVERVIEW
CFO REPORT
Chief Financial Officer &
Company Secretary's Report
Strong domestic IVF business
performance in FY2022 as we plan
and execute on future growth and
see recovery in our ultrasound and
international businesses.
Malik Jainudeen
CHIEF FINANCIAL OFFICER
& COMPANY SECRETARY
Monash IVF Group’s domestic IVF
business was a strong performer in a
challenging environment, particularly in
the 2nd half of FY2022. The domestic IVF
business grew its revenue by $5.6m which
was achieved from price increases of 2%
to 3% across all state based markets and
stimulated cycle market share growth in
Queensland, South Australia and New
South Wales. The Omicron COVID-19
subvariant adversely impacted the IVF
business in Q3 whereby the Victorian
IVF business was impacted by the
temporary suspension of services in
January 2022 that had a flow on effect in
the following months. Most pleasingly and
not withstanding this, the domestic IVF
business was able to deliver and perform
9,783 stimulated cycles which was in line
with the previous year. EBITDA in the
domestic IVF business grew by 12.2% or
$5.8m reflecting market share gains and
price increases which were partly offset
by $1.9m increase in medical malpractice
insurance costs and $0.6m increase in
labour due to high COVID-19 leave and
staff isolation requirements impacting
workforce utilisation.
The Ultrasound business had its
challenges with Sydney impacted during
Q1 when Sydney had elevated levels
of COVID-19 whilst both Sydney and
Melbourne were impacted by Omicron
in Q3. Ultrasound scans declined by
8.0% as a result of Pandemic driven
restrictions and capacity constraints. As
Pandemic factors reduce, we expect to
see improvement in performance which
was evident in August 2022.
The International IVF business was
also impacted by Pandemic related
restrictions whereby stimulated cycles
declined by 6.5% driven by volume
declines in Kuala Lumpur which was
partly offset by activity growth in Johor
Bahru. Performance improved in the 2nd
half in Kuala Lumpur where stimulated
cycles declined by 3% compared to 9%
in the first half. The pipeline is showing
good signs of improvement in patient
consultations suggesting activity growth
in FY2023.
Overall, the Group delivered revenue
growth of 4.7% whilst underlying EBITDA
grew by 0.8% and underlying NPAT
declined by 4.7%. Underlying EBITDA
margin % in FY2022 was 25.0% and
considering the disruptions experienced
across the business during the year, the
underlying EBITDA and underlying NPAT
result was pleasing.
Our cash flow performance during the
year was positive as pre-tax conversion
of EBITDA to operating cash flow was
97% and free cash flow generation
was $16.7m. Capital expenditure for
the year was $11.8m which included
completion and progress of key new
clinic projects including Penrith, Darwin
and Singapore IVF clinics. Building works
also commenced on key IVF flagship
clinics in Melbourne and the Gold
Coast which will both include new day
hospital revenue streams to complement
our IVF businesses and improve
patient experience.
The balance sheet is in a strong position
to support execution of key growth
initiatives including expectations for
~$45m of expenditure in FY23 related
to acquisition payments and new IVF
clinics. New clinics include completion
of flagship clinics in Melbourne, Gold
Coast, Brisbane and Bali and we are
rolling out embryoscope technology.
Following this expenditure, balance sheet
capacity remains in-place to deliver on
future organic and non-organic growth
opportunities that may present. The
Syndicated Debt Facility was extended
during the year for a further 3 years
to December 2024 with net debt of
$2.1m at 30 June 2022. In addition,
a $40m Accordion Facility is available
for capital expenditure and acquisitions.
In closing, we are extremely excited
by the growth initiatives in-place
and prospects for future growth
notwithstanding the current Pandemic
environment. I’d like to thank all our
stakeholders including employees,
doctors and shareholders who collectively
enable us to achieve our mission and
business objectives.
Malik Jainudeen
Chief Financial Officer
& Company Secretary
Annual Report 2022 | 7
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORT GROWING THE FUTURE
ABOUT US
YEAR IN REVIEW
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Our Strategy
Vision 2026
continues to provide
a clear pathway that
enables us to build on
our strategic pillars
and to consistently
achieve operational
excellence across
the Group.
The Vision 2026 Strategic Planning
process conducted last year was
extensive and fulsome, providing a clear
pathway forward for Monash IVF Group.
A year on, a strategic review process
confirmed that our Vision 2026 Strategy
remains largely unchanged, with only
minor changes required in response
to significant progress made over the
last 12 months and in consideration to
environmental/situational impacts.
VISION 2026
The most admired
reproductive care
provider in the world.
Best in class fertility solutions, diagnostics,
genetics and pathology.
8 | Monash IVF Group
OUR MISSION
We help
bring life
to the
world.
OUR STRATEGY
OUR PILLARS
OUR PILLARS
Doctor
Partnerships
Patient
Experience
Scientific
Leadership
International
Expansion
People
Engagement
Digital
Transformation
Brand &
Marketing
Clinical
Infrastructure
OUR OUTCOMES
Engagement
Patients, Doctors, People,
Regulators
Local & International
Market Share
Market Leading
Success Rates
Value Creation
OUR PRINCIPLES
Care
Commitment
Communicate
Collaborate
Create
Annual Report 2022 | 9
BOARD OF DIRECTORSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Doctor Partnerships
31 new doctors have joined Monash IVF Group 1 in Australia and South-East
Asia, setting up a foundation for continued growth into FY23 and beyond.
Our clinicians, in collaboration with our
scientists, have led the way in continuing
to improve our success rates year-on-
year. This has been achieved through
meticulous continuous improvement and
implementation of best clinical practice in
all of our clinics in Australia and South-
East Asia. We continue our investment
program of installing Time-Lapse
incubators across our clinics to improve
embryo culture systems, and PIEZO ICSI
technology to improve fertilisation rates in
our science laboratories.
A new research governance framework
was implemented which includes a
primary committee to oversee the
introduction of new clinical practices and
research at Monash IVF. This committee
had its inaugural meeting in FY22 and is
independently chaired by Professor Jock
Findlay of the Hudson Institute of Medical
Research. Through this, the Monash
Research and Education Fund (MREF)
distributed more than $400K of research
grants to projects led by our clinicians,
scientists and nurses.
Our clinicians hold senior academic roles
at numerous Universities and Institutes,
as well as being active investigators on
Medical Research Future Fund (MRFF)
and National Health and Medical
Research Council (NHMRC) grants, and
clinical trial cohort studies. Collectively
we remain at the cutting edge of
reproductive healthcare.
A special mention also to our clinical and
ultrasound teams who led our people to
remain open throughout the pandemic to
provide critical pregnancy scan services
whilst public hospital services were unable
to due to COVID response priorities.
Monash IVF Group doctor partnerships
are a cornerstone pillar of our strategic
vision. We have a very clear strategy to
continue to build upon our already elite
clinical team by attracting the very best
clinicians, both through acquisition and our
own CREI training programs. Fundamental
to achieving this will be continuing to
invest in the very best science and clinical
technology to ensure our patients have
the best chance of success.
Monash IVF Group has attracted 31 new
doctors to join our teams in Victoria,
New South Wales, Queensland, Western
Australia, South Australia, Northern
Territory and South-East Asia through
acquisition, recruitment and our own
internal training programs. We now have
a total of 146 clinicians working in IVF and
Women’s Ultrasound. The highlights for
FY22 included Monash IVF establishing
its presence in Western Australia with the
acquisition of PIVET Medical Centre and
its team of 9 clinicians and the opening
of a new clinic in Singapore built around
4 experienced IVF Doctors.
Our Doctor engagement continues to show
positive progress in aligning to our doctor
value proposition. In FY22 we adjusted
our engagement metrics to measure
NPS (net promoter score) engagement
through our clinicians recommendation
as a place to practice and as a place to
provide quality service to patients. In 2022
we recorded the highest NPS score, and
a score well above industry benchmark
in recommending Monash IVF Group
to patients in providing quality service.
We also retained a higher than industry
benchmark NPS for recommending
Monash IVF as a place to practice.
1. July 2021-August 2022
31
new doctors
10 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE OUR PILLARS
Patient Experience
Continually focusing on our patient experience
Our patient care teams gain enormous
satisfaction knowing they have helped
someone start their family. They are also
incredibly passionate about ensuring our
patients receive the best possible support
and affirming care during their treatment.
This means they are continually identifying
ways to reduce anxiety for our patients,
improve the support we provide and
remove any pain points or challenges they
may experience.
During FY22 we implemented a variety
of initiatives to further evolve and improve
our patient experience including:
›
Introduction of a variety of changes to
our billing processes to provide greater
transparency and understanding of
our pricing.
Introduced regular nurse webinars to
provide additional support to patients
and allow them to contact and resolve
questions about their treatment with
nurses after hours.
›
› Digitised various stages along the
› To support non native English speaking
patient journey meaning patients can
now complete these administrative
processes quickly and easily.
› Launched a new at home pre-carrier
genetics test under the leadership
of our Medical Director of Genetics,
Dr Tristan Hardy. The test allows
more patients to undertake critically
important genetic testing from the
convenience of their home.
› We now offer holistic, integrated care
from genetic testing to counselling,
all the way through to fertility treatment
options and even ultrasound services so
we can support our patients every step
of the way.
patients, a variety of key patient
documents have been translated into
Vietnamese and Mandarin. We continue
to provide translation services to ensure
that patients understand their treatment
plan and journey.
› To improve the affirming patient
experience we provide to our patients,
the organisation Pride was engaged to
run a series of LGBTIQ+ training for
our fertility specialists. We also ran this
training for our employees and General
Practitioners in the community.
› Expanded the use of our patient
companion handbook.
› Opened new full service clinics in Darwin
and Penrith providing locals access to
best in class laboratory and scientific
services without the need to travel.
OUR FY22 AVERAGE
DOMESTIC PATIENT
NPS WAS
66
Annual Report 2022 | 11
Annual Report 2022 | 11
OUR STRATEGYBOARD OF DIRECTORSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Scientific Leadership
Monash IVF Group invests in innovative technology and research
to ensure that we continue to provide market leading success rates
for our patients.
In FY22 the GSAC (comprised of the
Scientific Director team: A/Prof Deirdre
Zander-Fox, A/Prof Hassan Bakos,
Dr Daniel Morgan, Dr Leanne Pacella-Ince,
A/Prof Mark Green, and Ms Jean Scott)
has continued to focus on further
improving Monash IVF Group success
rates across all our clinics by providing
scientific excellence, a commitment
to integrate new technologies and the
translation of research outcomes to
clinical practice.
Key highlights undertaken in FY22 include:
› Further expansion of Embryoscope+
timelapse technology across the
Monash IVF Group, with five additional
incubators installed.
› Successful NATA accreditation
›
and implementation of automated
semen analysis at three more Monash
IVF Group pathology laboratories
across Australia.
Initiation of the Monash IVF Group
Research and Translation Executive
Committee (RTEC) to identify and drive
strategic research themes and provide
research oversight.
›
Initiation of a multi-centre clinical trial
in partnership with Memphasys (ASX:
MEM) and the University of Newcastle
to investigate the efficacy of a novel
sperm separation device (FELIX) to
improve fertilisation results and embryo
quality and viability.
› Submission and acceptance of >20
peer-reviewed publications and
research abstracts by the GSAC,
reinforcing our emphasis on science-
driven patient care and outcomes.
12 | Monash IVF Group
XXxxxxx
YEAR IN REVIEWABOUT USGROWING THE FUTURE OUR PILLARS
International Expansion
In FY22, Monash IVF Group further expanded in South-East Asia (SEA)
building the total portfolio of clinics in the region to 5.
The Group opened a state of the art, full service, premium, highly strategic clinic in Singapore and completed construction of its Bali
(Indonesia) clinic. Building on the Group’s highly respected reputation, Monash IVF added seven fertility specialists across its clinics
in SEA and currently has a presence in five key cities. As a result of its continued expansion, the Group has a local regional leadership
team focusing on critical functions to deliver its industry leading scientific and clinical capabilities and is geared for continued growth.
Monash IVF Group is targeting SEA to contribute more than 25% of total Group stimulated cycles by FY2026 (9.9% in FY2022).
Annual Report 2022 | 13
OUR STRATEGYBOARD OF DIRECTORSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
People Engagement
The Group is proud to be recognised in 2022 as one of 11 organisations
who were newly awarded the WGEA Employer of Choice citation.
This was an important step for Monash
IVF Group as we collaborated with our
Diversity and Inclusion Council and
together we continued to make good
progress on our holistic diversity and
inclusion agenda, with a key focus on
gender diversity, LGBTIQ+ inclusion
and reconciliation.
As we all continued to adjust in new
ways of living and working, our people
remained our highest priority. Our
people engagement strategy focused
on our people's health and wellbeing,
acknowledging the challenges faced
throughout the second year of the COVID
19 pandemic.
Launching of a new intranet platform has
enabled the effective sharing of amazing
stories across Monash IVF Group which
recognises our people's contribution to
the Group and allows for great everyday
interaction amongst our people.
We continued to review our policies
relating to flexible working and supported
our teams to continue working in our
clinics to meet the needs of our patients.
A focus on professional development
saw us launch our first inhouse mentoring
program.
Our recent employee engagement survey
confirmed the passion and pride our
people have in our employer brand, which
is the key driver in joining the organisation.
The top reason for staying with Monash
IVF Group was reported as being our
commitment to our people demonstrated
by career growth opportunities, personal
development, relationships with teams and
providing meaningful work. We are proud
that, despite the challenges faced over the
past 12 months, our engagement remains
at its highest level and is recognised as a
Culture of Success.
14 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE FINANCIAL OVERVIEW
CFO REPORT
OUR STRATEGY
OUR PILLARS
BOARD OF DIRECTORS
MANAGEMENT TEAM
FY22 FINANCIAL REPORT
ESG (Environment, Social & Governance)
Global challenges, such as climate risk, increased regulatory pressures,
social and demographic shifts and privacy and data security concerns,
represent new or increasing risks for organisations.
Through our existing Corporate Governance policies, our
Strategic framework, Quality Policy and Code of Conduct,
Monash IVF Group have demonstrated a strong commitment to
responsible and ethical conduct.
As this position matures, Monash IVF Group are now
formalising and strengthening our approach to sustainability
through a structured Environmental, Social and Governance
(ESG) framework.
As we progress our Vision 2026, Monash IVF Group have
integrated ESG considerations into our decision making, including
the following examples:
›
Improvements to our Clinical Infrastructure consider the
environmental impact of our activities including measures
such as NABERS (National Australian Built Environment
Rating System) and the ability to locally source equipment and
furnishings from ethical suppliers.
› People Engagement activities have seen the establishment of
a Diversity & Inclusion Council, tasked to create an affirming
environment where staff feel comfortable to bring their whole
self to work, and where a sense of belonging is fostered. This
further allows Monash IVF Group to incorporate inclusive
practices to our Patient Experience and Doctor Partnerships.
› As we develop the Monash Way through robust Clinical
Leadership, the focus on IVF Success Rates and evidence
based medicine has been maintained, ensuring the best
possible outcomes for our patients.
› Digital Transformation supports a paper-light approach to
clinical operations and reduction in corporate travel.
The establishment of an ESG committee, with Board
representation, will ensure the implementation of a practical plan,
embedded in our daily activities, to achieve tangible and material
results. Establishing ESG Metrics ensures that we are creating
long term value through strategies that incorporate environmental,
social and governance dimensions.
Our evolving plan will consider the 17 Sustainable Development
Goals identified by the United Nations and cover all aspects
of our:
› People, including promoting diversity and inclusion and
workplace health and safety,
› Service delivery, including the supply chain, partnerships and
waste production and
› Governance framework, including Corporate Governance,
Corporate behaviour and business ethics and
Risk Management.
Environmental
› Minimise adverse
environmental impact
› Eliminate use of toxic or
hazardous materials
› Renewable energy and
clean technology
› Reduce waste and consider
recycling opportunities
ESG
Committee &
Policy Statement
Social
› Uphold Universal Declaration of
Human Rights
› Promote equality & diversity
› Promote well-being and development
of employees
› Ethical supply chain
Governance
› Corporate Governance and reporting
› Corporate Behaviour and business ethics
› Risk-mitigation and management
Annual Report 2022 | 15
OUR STRATEGYBOARD OF DIRECTORSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Digital Transformation
The Hybrid Work Model will continue to be the norm for the next
few years and our processes, systems and spaces are being redesigned
to reflect the current reality.
We continue to invest in digital transformation to improve both our
patient and staff experience. Our corporate and clinical spaces
are being retrofitted to provide a smooth hot-desking experience,
where staff can seamlessly roam between home, office or clinic
where possible. This allows our people to provide patient care
from anywhere, at any time.
We are – more than ever – adopting cloud-based solutions to
further reduce the number of paper-based forms provided to our
patients and to improve our internal processes.
We are focusing on continuing to strengthen our cybersecurity
policies to protect our patient records and ensure business
continuity in adverse times. We are also building our next-
generation patient management systems, which will interlink
all our business applications, such as our new Customer
Relationship Management and Enterprise Resource
Planning platforms.
We believe that consolidation on cloud-based platforms and
focus on staff/patient experience will be key factors to support
our projected business growth in the coming years.
16 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE OUR PILLARS
Brand and Marketing
As a purpose led organisation, we believe
we have a role to play in creating a societal
shift in how people think and behave in
relation to their fertility.
Over the past few years our brand and
marketing strategy has been focused on
challenging societal norms, normalising
infertility and assuring people they are
not alone.
In FY22 this focus continued with our
new One in Six advertising campaign
proving extremely successful in educating
people about the prevalence of infertility
and driving new patient enquiries and
incremental market share growth.
We have been thrilled to watch so many
of our brave patients who appeared in the
campaign go on to have beautiful families.
A greater focus on public relations during
the last 12 months also resulted in a
significant increase in media stories and
showcased the positive role Monash IVF
is playing in educating people about their
reproductive health.
This year as we celebrate 50+ years
in helping bring more than 50,000
babies into the world, we are working
towards ensuring that the information
and education we offer is affirming and
inclusive and supports everyone who
hopes to bring a family into the world,
regardless of their race, age, gender
or sexuality.
Education and support for GPs and other
referring specialists has continued to be
a significant focus, including partnering
with RACGP to deliver education events
across a broad range of fertility topics and
conducting LGBTIQ+ training.
We continue to support our fertility
specialists with various marketing
initiatives, including patient and GP events,
online content programs, advertising
through digital channels and training
on social media, public relations and
Google reviews.
MARKETING DRIVERS
OF GROWTH
› Brand Differentiation
› Patient Acquisition
› Lifecycle engagement
› Marketing Effectiveness
OUTCOMES
Market share
increases in the
majority of our
key markets.
Annual Report 2022 | 17
OUR STRATEGYBOARD OF DIRECTORSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Clinical Infrastructure
Monash IVF Group has continued to invest in best-in-class clinical
facilities and technology, setting the foundations for growth.
Monash IVF invested in a number of
infrastructure projects over the past
financial year. The highlight is the
advanced stage build of our Cremorne
Unit which will be the flagship of our
Melbourne business. This facility will
include a fully integrated day hospital
and will provide a world class patient
experience and leading success rates. We
expect to be providing patient treatments
from Cremorne in Q323.
Monash IVF also completed construction
of two new IVF clinics. Our new Darwin
clinic started treating patients in May and
we have recently finished our new facility
in Penrith, which will service our patients in
the Western Sydney suburbs right into the
Blue Mountains.
Already in development is our new Gold
Coast clinic which will service this rapidly
growing region and will also include a
2-theatre day hospital.
A number of other projects are in the
design and planning phase and are
expected to be completed during the
next 12 months. This includes IVF units in
Brisbane, Sunshine in Victoria and Albury.
Monash IVF Group also has plans to
construct ultrasound facilities to meet the
growing demands for private scans and
NIPT.
18 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE FINANCIAL OVERVIEW
CFO REPORT
OUR STRATEGY
OUR PILLARS
BOARD OF DIRECTORS
MANAGEMENT TEAM
FY22 FINANCIAL REPORT
New Treatments
Monash IVF’s mission to help bring life to the world extends beyond
treatment for infertility. Our expertise and innovative mindset are
essential for navigating new areas of clinical care including genetics,
donor treatment and elective fertility preservation.
Our genetics team led by Dr. Tristan
Hardy (Medical Director) and Dr. Melody
Menezes (Head Genetic Counsellor)
continues to develop new approaches
to care across the preconception,
preimplantation and prenatal periods. In
addition to establishing the first at-home
genetic carrier screening program by an
IVF unit in Australia, the laboratory has
successfully undergone assessment
by the National Association of Testing
Authorities (NATA) to become a fully-
fledged Category G Genetics Laboratory.
Preconception care is an emerging area
of focus for Monash IVF, and our at-home
genetic carrier screening program is a
core pillar of this important time period.
Launching in late 2021, our expert team
of genetic counsellors and scientists
have supported couples and donor
recipients to receive information about
their reproductive health through our at-
home genetic carrier screening program.
Identifying couples with a high chance of
having a child with a significant medical
condition allows access to our range of
reproductive options including prenatal
diagnosis through ultrasound units and
preimplantation genetic testing (PGT)
through our IVF units.
Donor recipients are another major group
supported by the genetic counselling
team. Our partnership with Fulgent
Genetics to provide this testing allows
individualised matching to donor profiles
with maximum flexibility and allows them
to make informed decisions about their
chosen donor.
Our preimplantation genetic testing
program continues to have significant
growth and has supported couples with
a single gene or chromosome condition
to undergo treatment, which has been
Medicare-supported since November
2021. PGT is a major area of focus in our
research program, and we are actively
developing new approaches to PGT to
better serve our most complex cases,
which are increasingly referred to our
team for access to our scientific and
clinical expertise.
Our non-invasive prenatal testing
program continues to be a core service
for our ultrasound clinics. Our expertise
in this area has been recognised with
members of our team being part of the
global consortium for expanded NIPT
and regularly presenting at national and
international scientific meetings.
Advances in genetic testing will continue
to deliver benefits to our patients and their
families. We are optimistic about the future
for genetic testing at Monash IVF and
our mission to provide a truly world class
experience across all aspects of care.
Annual Report 2022 | 19
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Board of Directors
Mr Richard Davis
Mr Josef Czyzewski
Mr Neil Broekhuizen
Ms Catherine West
Independent Chairman
Independent
Non-executive Director
Independent
Non-executive Director
Independent
Non-executive Director
Mr. Richard Davis joined the Group
in June 2014 and is currently
serving as a nonexecutive director
of ASX listed companies, InvoCare
Limited and Australian Vintage
Limited (Chairman).
Richard worked for InvoCare
for 20 years until 2008. For the
majority of that time he held the
position of CEO and managed the
growth of that business through
a number of ownership changes
and over 20 acquisitions, including
offshore in Singapore.
Prior to InvoCare Limited, Richard
worked as an accounting partner
of Bird Cameron. Richard holds a
Bachelor of Economics from the
University of Sydney.
Mr. Josef Czyzewski joined the
Group in June 2014 and has
over 30 years of experience in
senior finance positions and
significant experience in the
health industry. Josef has held the
positions of CFO at Healthscope
Limited, and more recently CFO/
General Manager Strategy and
Development at Spotless Group
Limited following its takeover by
private equity interests in 2012.
Prior to that time, Josef had held
various senior finance positions
with BHP Billiton including
VP Finance and Corporate
Treasurer. He holds a Bachelor
of Commerce from the University
of Newcastle and is a Graduate
Member of the Australian Institute
of Company Directors.
Mr. Neil Broekhuizen is the
Joint Chief Executive Officer
of Ironbridge.
Neil has over 30 years experience
in the finance industry, including
28 years in private equity with
Investcorp and Bridgepoint in
Europe and Ironbridge in Australia.
He has sat on the Ironbridge
Investment Committee
since inception.
He is the Independent
Non-executive Chairman
of Bravura Solutions.
Neil is qualified as a Chartered
Accountant and holds a BSC
(Eng) Honours degree from
Imperial College, University
of London.
Ms Catherine West joined Monash
IVF Group in September 2020. She
has over 25 years of legal, business
affairs and strategy experience
in customer focused businesses
in the media, entertainment,
telecommunications and medical
sectors in Australia, the UK
and Europe.
Catherine is a non-executive
director of ASX listed companies,
Nine Entertainment and Peter
Warren Automotive Group. She
is a director of the Sydney Breast
Cancer Foundation Limited, a
director of the National Institute of
Dramatic Art (NIDA) and the NIDA
Foundation and is Chair of the Board
of Governors of Wenona School.
Catherine holds a Bachelor
of Laws (Hons) and a Bachelor
of Economics from the University
of Sydney. She is also a Graduate
Member of the Australian Institute
of Company Directors.
20 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE BOARD OF DIRECTORS
Ms Zita Peach
Dr Richard Henshaw
Mr Michael Knaap
Independent
Non-executive Director
Executive Director
Managing Director
& CEO
Ms Zita Peach has more
than 30 years of commercial
experience in the pharmaceutical,
biotechnology, medical devices
and health services industries,
and has worked for major industry
players such as Fresenius Kabi
(Executive Vice President, Asia
Pacific), CSL Limited (Vice
President, Business Development)
and Merck Sharp & Dohme
(Commercial Director), the
Australian subsidiary of Merck Inc.
Ms Peach is Chair of Pacific
Smiles Group Limited and Non-
Executive Director of ASX-listed
Starpharma Holdings Limited. Ms
Peach is a Fellow of the Australian
Institute of Company Directors
and a Fellow of the Australian
Marketing Institute.
Dr Richard Henshaw MD
FRANZCOG FRCOG has
practiced in the field of
reproductive medicine since 1995.
Mr Michael Knaap was appointed
to the role of Chief Executive
Officer and Managing Director for
Monash IVF Group on 15 April 2019.
Richard works as a Fertility
Specialist for the Group.
Richard has served on many
national bodies, including
RANZCOG Council, the IVF
Medical Directors Group of
Australia and New Zealand, and
the Reproductive Technology
Accreditation Committee.
Following his tenure as MVF
Group's Chief Financial Officer and
Company Secretary since August
2015, Michael was appointed to
Interim CEO in October 2018.
Mr Knaap has nearly 20 years
experience in executive positions
with a strong operational, strategic
and leadership background. Prior
to joining MVF Group, Michael was
with Patties Foods Limited where
he held a number of executive
positions over six years, including
the role of Chief Financial Officer
and Company Secretary.
He holds a Bachelor of Accounting
from Monash University and is a
Certified Practicing Accountant.
Annual Report 2022 | 21
OUR STRATEGYOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT GROWING THE FUTURE
ABOUT US
YEAR IN REVIEW
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Management Team
Fiona Allen
Chief Marketing Officer
Sarah Bollom
Regional donor
& Surrogacy Manager
Nicolette Curtis
Regional Manager VIC
Denise Donati
Fertility Solutions
Queensland Manager
Tedd Fuell
Chief Governance &
Risk Officer
Anthony Gurney
General Manager
of SUFW
Hamish Hamilton
Chief Operating Officer
Ben Howat
Regional Manager QLD
Malik Jainudeen
Chief Financial Officer
& Company Secretary
Sloane Karlson
General Manager
Projects
Jan Lagerwij
Asia Managing Director
May Q, Loke
Centre Manager
KLFGC
Peggy North
Chief People & Culture
Officer
Thierry Panthier
Chief Information
Officer
Rebecca Redden
Regional Manager
SA & NT
Prof Luk Rombauts
Group Medical Director
A/Prof Deirdre Zander-Fox
Chief Scientific Officer
22 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE MANAGEMENT TEAM
FY22 FINANCIAL REPORT
Monash IVF Group Limited
Directors’ Report
Directors’ Report
for the year ended 30 June 2022
for the year ended 30 June 2022
The Directors present their report together with the consolidated financial report of Monash IVF Group
Limited ('the Group'), being the Company (Monash IVF Group Limited), its subsidiaries, and the Group's
interest in associated entities as at and for the year ended 30 June 2022, and the auditor's report
thereon.
Directors
The Directors of the Company at any time during or since the end of the year are:
Mr Richard Davis
Mr Josef Czyzewski
Ms Catherine West
Ms Zita Peach
Mr Neil Broekhuizen
Dr Richard Henshaw
Mr Michael Knaap
Principle activity
The Group is a leader in the field of human fertility services and is one of the leading providers of
Assisted Reproductive Services (ARS) which is the most significant component of fertility care in Australia
and Malaysia. ARS encompass a range of techniques used to assist patients experiencing infertility to
achieve a clinical pregnancy. In addition, the Group is a significant provider of specialised women’s
imaging services.
Operational and Financial Review
The Group reported Underlying NPAT of $22.2m(1)(2)(6), as compared to $23.3m in pcp.
$m
Group Revenue
Underlying EBITDA(1)(2)
Underlying NPAT(1)(2)(6)
Reported EBITDA(1)(2)
Reported EBIT
Reported NPAT(6)
EPS (cents)
DPS (cents)
Net Debt (m)(3)
Net Debt to Equity ratio(4)
Return on Equity (pa.)(5)
FY2022
FY2021
(Restated) (7)
% Change
4.7%
0.8%
(4.7%)
(15.7%)
(26.6%)
(28.0%)
(27.7%)
4.8%
$192.3
$48.1
$22.2
$43.2
$28.4
$18.5
4.7
4.4
30 June 22
$2.1
0.8%
8.2%
$183.6
$47.8
$23.3
$51.2
$38.7
$25.7
6.5
4.2
30 June 21
($7.1)
(2.7%)
8.6%
(1)
(2)
EBITDA and Underlying NPAT are non-IFRS measures
Refer to earnings reconciliation on page 26 for Underlying vs Reported EBITDA, EBIT and NPAT. FY21 Reported EBITDA, EBIT and NPAT includes $5.1m (pre-tax)
Job Keeper Subsidies benefit
(3) Debt less cash balances
(4) Net debt to equity is debt divided by equity
(5)
(6) Attributable to ordinary shareholders and non-controlling interest
(7) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as a Service
Return on equity is Underlying NPAT for the twelve-month period to 30 June 2022 divided by closing equity
Annual Report 2022 | 23
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Group Underlying Results
The Company delivered solid revenue growth of 4.7% to $192.3m revenue in FY2022. The growth was
achieved as a result of domestic IVF business performance that delivered Assisted Reproductive Services
(ARS) revenue growth of $5.6m or 3.6% driven by price increases of between 2% to 3% across all
domestic IVF markets and market share(1) gains in Queensland, New South Wales and South Australia.
The Company achieved FY22 Underlying EBITDA(3) of $48.1m and an EBITDA(3) margin % of 25%. The
domestic IVF business grew EBITDA(3) and Margin% which was offset by EBITDA(3) and Margin% decline
in the Ultrasound and International IVF businesses. The Group experienced increased employee costs
due to increased sick and personal leave and lower than usual utilisation of annual leave ($0.9m pre-
tax impact). Performance was further impacted by $2.0m (pre-tax) increase in medical malpractice and
directors & officers liability insurance.
Market share gains were achieved due to contribution from new fertility specialists attracted in the
previous 12 months and positive investment in creative marketing campaigns. Stimulated cycles(1) in
FY2022 were in-line with the prior comparative period although impacted by temporary suspension of
IVF services in Victoria as a result of the surge in Omicron COVID-19 sub-variant during Q3FY2022.
Omicron has had varied treatment deferral impact on all domestic IVF markets.
Implications of COVID-19 related lockdowns and penetration of COVID-19 cases has had a significant
impact on our ultrasound clinics from a capacity, efficiency and short-term demand perspective. FY22
ultrasound scan volumes declined by 8% to 85,327, compared to FY21 and non-invasive pre-natal
testing declined by 7% to 14,789. Patient activity reduced as a result of restrictions on elective surgery
in Melbourne, staff shortages caused by high levels of sick and personal leave ($0.3m pre-tax impact)
resulting in room/clinic closures, lower room capacity per day and patient hesitation to attend clinical
settings.
The Company’s South-East Asian (SEA) expansion strategy continued during FY22 with the opening of a
new Singapore IVF clinic that opened in May 2022 with four fertility specialists and is expected to
perform approximately 200 stimulated cycles in the next twelve months. The Johor Bahru IVF clinic in
Malaysia which was acquired during FY20 has returned to profitability in 2H22 following the re-opening
of the international border between Singapore and eastern Malaysia. Investment and construction of an
IVF clinic in Bali, Indonesia commenced in late FY22 and as a result, MVF will have five IVF clinics in SEA.
The Kuala Lumpur IVF clinic is showing signs of improvement as new patient consultations in 2H22
increased by 24% compared to the prior corresponding period. Stimulated Cycles in FY22 declined by
14% compared to FY21 but remained 5% above FY20 as the Malaysia economy is gradually recovering
from COVID-19 restrictions and uncertainty whilst certain key industries continue to be impacted (tourism,
gas and oil).
Underlying NPAT(3)(4) was $22.2m, ahead of the May 2022 Trading Update and $1.1m or 5% below
pcp. Reported NPAT included a small number of underlying adjustments including non-organic acquisition
costs, commissioning costs for new premises yet to commence operations and acquisition earn-out
adjustments in accordance with AASB3. The effective tax rate for the year was 29.4% reflecting the
30% Australian corporate tax rate and Asian corporate tax rate that is between 17% and 24%.
(1) MBS items 13200/1
(2) MBS item 13202
(3)
(4)
Underlying EBITDA and NPAT are non-IFRS measures
NPAT including minority interest
24 | Monash IVF Group
4
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Segment analysis
$m
Revenue
Underlying EBIT(1)(2)(4)
Underlying NPAT(1)(2)(4)
Reported NPAT
Australia
FY2022
182.1
30.6
20.2
17.0
Australia
FY2021
(Restated)(3)
172.9
31.5
20.8
23.0
%
change
5.3%
(2.9%)
(2.9%)
(26.1%)
International
FY2022
FY2021 % change
10.2
10.7
(4.7%)
2.8
2.0
1.5
3.6
2.7
2.7
(22.2%)
(25.9%)
(44.4%)
Australia revenue increased by $9.2m or 5.3% to $182.1m due to the following: $5.6m Domestic ARS
revenue growth ($4.8m from 2-3% price increases across all domestic markets and $0.8m growth from
market share gains in QLD, SA and NSW, partially offset by market share decline in VIC); $5.0m Day
Surgery & Other revenue growth including volume growth in Sydney CBD, genetics income growth and
revenue recognised for insurance recovery relating to Ni-PGT; partially offset by $1.4m decrease in
revenue from Ultrasound business.
The Australia CGU achieved FY22 Underlying EBIT of $30.6m. The domestic IVF business was solid in
growing EBIT and Margin% which was offset by EBIT and Margin% decline in the Ultrasound business
due to disruptions from COVID-19 and influenza.
International
The International segment comprises of the Kuala Lumpur, Johor Bahru clinics and Singapore clinic which
opened in May 2022. International Revenue decreased by $0.5m or 4.7% to $10.2m and stimulated
cycles declined by 6.5% compared to pcp, due to weak macroeconomic conditions in Kuala Lumpur
following COVID-19 restrictions, partially offset by positive volume contribution from the Johor Bahru.
Underlying EBIT declined by $0.8m or 22.2% to $2.8m compared to pcp and Underlying NPAT declined
by $0.7m or 25.9% to $2.0m compared to pcp.
(1) Non-IFRS measures
(2)
(3)
(4)
Refer to earnings reconciliation on page 26 for Underlying vs Reported EBITDA, EBIT and NPAT
30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as a Service.
30 June 2021 amounts have been restated due to business development and related costs relating to Asia, previously reported as part of the Australian
segment. In FY22, these amounts have been reported as part of the individual segment, and the FY21 segment results reflect the reclassification of
costs amounting to $583,311 from Australia.
(5)
Annual Report 2022 | 25
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Earnings reconciliation
The table below provides a reconciliation of FY2022 Underlying EBIT and NPAT to the reported
statutory metrics:
$m
Reported Statutory
Acquisition transaction costs
Commissioning costs
Acquisition Earn-out fair value adjustment
Underlying
EBITDA
EBIT
NPAT
43.2
2.1
2.5
0.4
48.1
28.4
2.1
2.5
0.4
33.4
18.5
1.5
2.2
0.4
22.2
A total of $5.0m in pre-tax items are included in the reconciliation of Reported Statutory to Underlying,
which fall under three main categories.
$2.1m relates to pre-tax acquisition related transaction costs including PIVET Medical Centre and ART
Associates Queensland No.2 acquisitions. In addition, this includes further domestic and international
business acquisitions that were pursued but discontinued.
$2.5m relates to pre-tax commissioning costs for new fertility clinics and day hospitals in Melbourne,
Penrith, Gold Coast, Darwin and Singapore, including lease expenditure under IFRS 16 lease accounting.
$0.4m relates to an increase to AASB3 Business Combinations earn-out provision for increase to
estimated purchase price payments to Fertility Solutions vendors as a result of stronger than anticipated
performance during 1H22. Earn-out period ends at 30 June 2023.
FY21 included non-regular items that increased Reported EBITDA, EBIT and NPAT by $3.6m pre-tax and
$$2.2m post-tax. FY21 pre-tax non-regular items related to $5.1m Job Keeper Subsidy benefit offset
by $0.8m Sydney CBD fertility clinic commissioning costs and $0.7m earn-out fair value adjustment.
26 | Monash IVF Group
6
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Statement of Financial Position and Capital Metrics
Balance Sheet $m
Cash and cash equivalents
Other current assets
Current lease liabilities
Current borrowings
Other Current liabilities
Net working capital
Borrowings
Goodwill & Intangibles
Right of use assets
Lease liabilities
Plant & Equipment
Other assets/(liabilities)
Net assets
Capital Metrics
Net Debt ($m)(1)
Leverage Ratio (Net Debt / EBITDA(2))
Interest Cover (EBITDA(2) / Interest)
Net Debt to Equity Ratio(3)
Return on Equity(4)
Return on Assets(5)
30 June 22
7.9
17.7
(7.1)
-
(31.0)
(12.5)
(9.8)
258.9
64.7
(60.3)
30.4
(1.5)
269.9
30 June 22
2.1
0.05x
113.2x
0.8%
8.2%
5.8%
30 June 21
Restated(6)
8.8
13.7
(5.8)
(1.6)
(33.6)
(18.5)
-
259.3
42.4
(38.5)
25.0
(1.3)
268.4
30 June 21
Restated(6)
(7.1)
(0.18x)
55.7x
(2.7%)
8.6%
6.6%
% change
(10.2%)
29.2%
22.4%
(100.0%)
(7.7%)
(32.5%)
100.0%
(0.2%)
52.6%
56.6%
21.6%
15.4%
0.6%
+/-
9.2
0.23x
57.5x
3.5%
(0.4%)
(0.8%)
(1)
(2)
(3)
(4)
(5)
(6)
Net debt is debt less cash balances (excluding capitalised bank fees)
EBITDA is based on normalized EBITDA excluding AASB16 lease impact for covenant purposes as defined in the Syndicated Debt Facility Agreement. EBITDA is not an IFRS
measure
Net debt divided by equity at the balance date
NPAT for the previous 12-month period divided by closing equity at the balance date
NPAT for the previous 12-month period divided by closing assets at the balance date
30 June 2021 amounts have been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as a Service.
Balance Sheet continues to be in a strong position with minimal Net Debt and supports the Company’s
aggressive new clinical infrastructure commitments and plans in Melbourne, Gold Coast and Bali which
complements completed infrastructure projects in Penrith, Darwin and Singapore. Anticipated capital
expenditure in FY23 is ~$30m and committed acquisitions payments is expected to be ~$15m. Since
April 2020 and to end of FY2023, the April 2020 Equity Raising enabled on-going trading during
disruption caused by the Pandemic and also supports uninterrupted planned growth investments of
~$70m.
The $40m Syndicated Debt Facility was extended by 3 years to December 2024 and ability to raise
further debt remains strong considering the strength of earnings and available headroom in key banking
covenants. The key Net Leverage Ratio is 0.05x which is well within the 3.5x covenant requirement. The
Interest Cover Ratio is 113.2x and well above the 3.0x covenant requirement.
7
Annual Report 2022 | 27
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Statement of Cash Flows
Cash Flows $m
EBITDA(1)(3)
Movement in working capital
Income taxes paid
Net operating cash flows (post-tax)
Capital expenditure
Payments for businesses
Cash flows used in investing activities
Free Cash flow(1)
Dividends paid
Interest on borrowings
Payments of lease liabilities
Proceeds/(Repayment) of borrowings
Cash flows used in financing activities
Net cash flow movement
Closing cash balance
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
FY2022
43.2
(1.5)
(9.8)
31.9
(11.8)
(3.4)
(15.2)
16.7
(16.8)
(0.6)
(8.6)
8.4
(17.7)
(0.9)
7.9
FY2021
Restated(2)
51.2
0.1
(7.3)
44.0
(10.0)
(1.3)
(11.2)
32.8
(13.1)
(0.7)
(7.6)
(17.7)
(39.1)
(6.3)
8.8
Change %
(15.6%)
(1600.0%)
(34.2%)
(27.5%)
(18.0%)
(161.5%)
(35.7%)
(49.1%)
(28.2%)
14.3%
(13.2%)
147.5%
55.0%
85.7%
(10.2%)
Free cash flow for FY22 was $16.7m with conversion of EBITDA to pre-tax operating cash flows of 97%
compared to 100% in the prior comparative period. Capital expenditure for FY22 was $11.8m which
included the new Penrith, Darwin and Singapore IVF clinics and building works commenced for the new
Melbourne and Gold Coast IVF clinics which will include day hospital services. Payments for businesses
included $1.3m in Fertility Solutions earn-out payments related to FY22 performance and $2.1m of
acquisition transaction payments for executed and discontinued acquisitions during FY22.
Total dividend payments during FY22 comprised of the final FY21 fully franked dividend and the interim
FY22 fully franked dividend. Payments of lease liabilities increased by $1.0m driven primarily by lease
payments for new facilities including Melbourne, Penrith, Darwin and Singapore.
(1)
(2)
(3)
EBITDA and Free Cash Flow are non-IFRS measures
30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as a Service.
FY21 EBITDA includes $5.1m Job Keeper Subsidy benefit
28 | Monash IVF Group
8
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Dividends
On 26 August 2022, a fully franked final FY2022 dividend of 2.2 cents per share was declared. The
record date for the dividend is 9 September 2022 and the payment date for the dividend is 7 October
2022.
Commitments & Contingencies
As announced to the ASX on 23 December 2020, Monash IVF Group became aware that it and certain
of its subsidiaries have been named as defendants in proceedings filed in the Supreme Court of Victoria
in relation to, or in connection with, the Group’s non-invasive pre-implantation genetic screening
technology (Ni-PGT or cell-free PGT-A). The proceedings filed makes a series of allegations against
Monash IVF Group in relation to the Ni-PGT testing including those patients who had embryos classified
as aneuploid as a result of Ni-PGT testing may have had embryos destroyed or did not proceed to
embryo transfer. Ni-PGT testing was suspended in October 2020.
The Group has filed the defence in accordance with the Court’s directions. The Group has notified its
insurers of the claim. The Group has provided for associated costs expected to be incurred in defending
the claim. The claim does not specify an amount of damages and it is not currently possible to determine
the ultimate impact of this claim, if any, on the Group.
Outlook
Whilst the ongoing COVID-19 Pandemic and macro uncertainty created volatility in the Australian IVF
market in 2H22, the favourable underlying demand dynamics are unchanged. Advanced maternal age
and access to broader service offerings (including donor, egg freezing and genetics) are expected to
underpin long-term industry growth. The recent short-term weakness in the market is largely attributable
to patients being forced to delay treatment post infection with COVID-19 or influenza, hesitancy to
access healthcare services and macroeconomic uncertainty; with some uncertainty around how long this
market disruption will continue for.
In FY2022, MVF made significant investments in future growth including recent acquisitions, attraction of
new fertility specialists and further expansion into South East Asia. In addition, further ~$45m of capital
expenditure investment and acquisition payments are anticipated to be made during FY2023 that will
continue to drive future growth and improve service delivery.
The recent acquisitions of PIVET Medical Centre and ART Associates Queensland are expected to
complete by end of September 2022 and will contribute to earnings growth in FY2023. Accordingly,
subject to further adverse impact from the on-going Pandemic, we anticipate FY2023 Underlying1 Net
Profit After Tax to grow in-excess of 10% compared to FY2022.
(1) Underlying excludes certain non-regular items relating to acquisition costs, new clinic commissioning costs and AASB3 fair value adjustment
9
Annual Report 2022 | 29
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Business Strategies and Prospects for Future Financial Years
Monash IVF Group’s mission is to help bring life to the World by providing Best-in-Class fertility solutions
to all, including diagnostics, genetics and pathology. This is supported by our Vision to be the most
admired fertility solutions provider in the world by Patients, Doctors, our People and other industry
stakeholders. Our Mission and Vision will be delivered through Our Pillars as illustrated below:
Our Pillars are defined as follows below:
Patient experience - We are committed to providing best in class clinical care across the fertility and pregnancy
journey; delivering through a patient experience that is empathetic, empowering and personalised.
Doctor partnership - We will develop mutually beneficial long term partnerships with our Doctors that benefits our
patients through excellence in clinical care and to drive growth in our Doctors’ businesses.
Scientific leadership - Our focus in world-class research and science will deliver market leading success rates,
innovative services and attract partnership opportunities.
Clinical infrastructure – Provide high quality, fit-for-purpose infrastructure to support our best in class offering
through investing in new and existing facilities and businesses.
People engagement - Through passion, pride and capability our People are leading the way in helping bring life
to the world.
Brand & marketing – Our brand and marketing conveys our leadership in reproductive health and develops strong
brand salience through progressive, empathetic and empowering engagement with the Community, Patients and
our People.
Digital transformation – Investing in next generation technology, platforms and systems to enhance interactions
with our Patients, Doctors and People. Grow and diversify revenue streams through enhanced digital capabilities
and partnerships.
International expansion - Export our expertise in fertility services to Asia and beyond through effective
partnerships.
Our Pillars will drive achievement of Our Outcomes to Engage with our Key Stakeholders, continually improve our
Patient outcomes, grow our market share and create value for our Key Stakeholders including Patients, Doctors,
People and Shareholders.
30 | Monash IVF Group
10
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Business risks
The Monash IVF Group continually considers the benefits of implementing a risk management framework,
all of which contributes to the increased likelihood that the Group will be able to achieve its
organisational objectives. Accordingly, the Group has a risk management framework and has
implemented systematic processes for:
Better identification of opportunities and threats;
Prevention of potential risks from being realised;
Reduction of the element of chance;
Increased accountability and transparency for decisions;
▪
▪
▪
▪
▪ More effective allocation and use of resources;
▪
▪
▪
▪
▪
Improved incident management and reduction in loss and the cost of risk;
Improved stakeholder confidence and trust;
Improved compliance with relevant legislation and accreditation processes;
Proactive rather than reactive management;
Enhanced governance.
The risk management framework together with the risk assessments and mitigation strategies are
regularly reviewed both individually and collectively by the Executive Team, the Audit and Risk
Committee and the Board. A simple prioritisation system has been adopted to scale the relative
importance of all the identified risks. From review of the Group’s key business, operational and financial
risks, processes are in-place to reduce the inherent nature of these risks to an acceptable and
manageable level. This includes high inherent risk presented by the COVID-19 Pandemic and is a key
priority when managing risk. The Group considers the below as important risks that require continued
management to ensure the Group meets its objectives.
COVID-19 Pandemic
COVID-19 and the risk of transmission of infection may impact Monash IVF’s operations in Australia and
South-East Asia through the imposition of government and regulatory requirements (which can change
over time), including suspension of elective surgery, recommendations to postpone treatment where
possible and the need for social distancing impacting staff movement within the partner healthcare
system and patient willingness to access services. Monash IVF is continually working with industry bodies,
regulators and governments to understand and shape regulatory positions but these positions and related
actions can impact Monash IVF operations in the future. Economic conditions during and post the
Pandemic may adversely impact financial performance and market position. In addition, Monash IVF
employees may come into close proximity with patients and other members of the public during the
course of business, increasing risk of transmission and impact on workforce. While protocols have been
established and are effective in responding to the risk of transmission, the workforce may be infected
with COVID-19 or influenza resulting in disruption of operations and services whilst they are isolating
and/or recovering.
Relationships with People in key roles, including clinicians
The relationships between Monash IVF Group, its People and Clinicians are key to our recruitment and
retention strategies, ability to grow the businesses and replacement of retiring clinicians. The loss or
disengagement of Clinicians or inability to attract new Clinicians to the organisation would likely impact
the revenue and profitability of the organisation.
11
Annual Report 2022 | 31
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Business risks (continued)
There are similar risks to the organisation relating to the departure or disengagement of the Executive
and Leadership Teams and People in key roles, defined by regulatory requirements. Comprehensive
training and development programs, competitive remuneration frameworks, commitment to patient
centred care and opportunities to participate in world class research activities all contribute to attracting
and retaining the very best talent in the Industry.
Change in Government funding arrangements for Assisted Reproductive Services
There is a risk that the Commonwealth Government will change the funding (including levels, conditions
or eligibility requirements) it provides for Assisted Reproductive Services (ARS). Patients receive partial
re-imbursement for ARS treatment through Commonwealth Government Programs, including the
Medicare Benefit Schedule (MBS) and Extended Medicare Safety Net (EMSN). If the level of re-
imbursement were to be reduced or capped, Patients would face higher out-of-pocket expenses for ARS
potentially reducing the demand for services provided by the Group. The Group is not aware of any
changes to Commonwealth Government funding for ARS in the short to medium term.
Risk of increased competition
In each of the markets the Group operates in, there is a risk that:
▪
Existing competitors may undertake aggressive marketing and Patient acquisition campaigns,
product innovation or price discounting;
▪ New market entrants may participate in the Sector and gain market share;
▪
Further growth in low cost offerings provided by competitors may reduce the Group’s market
share;
▪ An increase in publicly provided ARS services may reduce the Group’s market share.
The Group continues to strategically position its ARS service as a specialised premium offering as a point
of differentiation against low cost competitors. In addition, the Group has previously partnered with
State based governments in the provision of publicly provided ARS services and will look to continue to
partner with governments to provide greater access to ARS services to the community.
Occupational Health and Safety
Monash IVF employees are at risk of workplace accidents and incidents. In the event that a Monash IVF
employee is injured in the course of their employment, Monash IVF may be liable for penalties or
damages. This has the potential to harm both the reputation and financial performance of Monash IVF.
32 | Monash IVF Group
12
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Information on Directors
Director
Mr Richard Davis
Independent Chairman
Member of Audit & Risk
Management Committee
Member of Remuneration &
Nomination Committee
Experience
Mr. Richard Davis joined the Group in June 2014 and is currently
serving as a non-executive director of ASX listed companies,
InvoCare Limited and Australian Vintage Limited (Chairman).
Richard worked for InvoCare for 20 years until 2008. For the
majority of that time he held the position of CEO and managed
the growth of that business through a number of ownership changes
and over 20 acquisitions, including offshore in Singapore.
Prior to InvoCare Limited, Richard worked as an accounting
partner of Bird Cameron. Richard holds a Bachelor of Economics
from the University of Sydney.
Mr Josef Czyzewski
Independent
Non-executive Director
Chair of Audit & Risk Management
Committee
Member of Remuneration &
Nomination Committee
Mr. Josef Czyzewski joined the Group in June 2014 and has over
30 years of experience in senior finance positions and significant
experience in the health industry. Josef has held the positions of
CFO at Healthscope Limited, and more recently CFO/General
Manager Strategy and Development at Spotless Group Limited
following its takeover by private equity interests in 2012.
Mr Neil Broekhuizen
Independent
Non-executive Director
Member of Audit & Risk
Management Committee
Dr Richard Henshaw
Executive Director
Prior to that time, Josef had held various senior finance positions
with BHP Billiton including VP Finance and Corporate Treasurer.
He holds a Bachelor of Commerce from the University of Newcastle
and is a Graduate Member of the Australian Institute of Company
Directors.
Mr. Neil Broekhuizen is the Joint Chief Executive Officer of
Ironbridge.
Neil has over 30 years experience in the finance industry, including
28 years in private equity with Investcorp and Bridgepoint in
Europe and Ironbridge in Australia. He has sat on the Ironbridge
Investment Committee since inception.
He is the Independent Non-executive Chairman of Bravura
Solutions.
Neil is qualified as a Chartered Accountant and holds a BSC (Eng)
Honours degree from Imperial College, University of London.
Dr Richard Henshaw MD FRANZCOG FRCOG has practiced in the
field of reproductive medicine since 1995.
Richard works as a Fertility Specialist for the Group.
Richard has served on many national bodies, including RANZCOG
Council, the IVF Medical Directors Group of Australia and New
Zealand, and
the Reproductive Technology Accreditation
Committee.
13
Annual Report 2022 | 33
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Directors’ Report continued
Directors’ Report
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Director
Ms Catherine West
Independent
Non-executive Director
Member of Remuneration &
Nomination Committee
Experience
Ms Catherine West was appointed Non-executive Director to
Monash IVF Group on 8 September 2020. She is an experienced
ASX listed non-executive director and has over 25 years of legal,
business affairs and strategy experience in customer focused
businesses in the media, entertainment, telecommunications and
medical sectors in Australia, the UK and Europe.
Catherine is a non-executive director of ASX listed Nine
Entertainment where she is Chair of the People and Remuneration
Committee and a member of the Audit and Risk Committee.
Catherine is also a non-executive director of Peter Warren
Automotive Group where she is also Chair of the People and
Remuneration Committee and a member of the Audit and Risk
Committee. In addition, she is a director of the Sydney Breast
Cancer Foundation Limited, a director of the NIDA Foundation, the
National Institute of Dramatic Art and a Chair of the Board of
Governors of Wenona School. She was previously on the Board
of Southern Phone, a reginal telecommunications company, before
its successful sale to AGL. Catherine was also on the Board of ASX
listed Endeavour Group until April 2021. Catherine is also a
consultant to the healthcare sector and to media companies
internationally.
Catherine holds a Bachelor of Laws (Hons) and a Bachelor of
Economics from the University of Sydney. She is also a Graduate
Member of the Australian Institute of Company Directors.
Ms Zita Peach
Independent
Non-executive Director
Chair of Remuneration & Nomination
Committee
Ms Zita Peach has more than 25 years of commercial experience
in the pharmaceutical, biotechnology, medical devices and health
services industries, and has worked for major industry players such
as CSL Limited and Merck Sharp & Dohme, the Australian
subsidiary of Merck Inc.
Zita’s most recent executive position is Managing Director for
Australia and New Zealand and Executive Vice President, South
Asia Pacific for Fresenius Kabi, a
leading provider of
pharmaceutical products and medical devices to hospitals.
Previously, Zita was Vice President, Business Development, for CSL
Limited, a position she held for 10 years.
Ms Peach currently serves on the Boards of ASX listed companies,
Pacific Smiles Group Limited (Chair) and Starpharma Holdings
Limited (Non-Executive Director).
Ms Peach is a Fellow of the Australian Institute of Company
Directors and a Fellow of the Australian Marketing Institute.
34 | Monash IVF Group
14
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report continued
Directors’ Report
for the year ended 30 June 2022
for the year ended 30 June 2022
Director
Mr Michael Knaap
Chief Executive Officer
Managing Director
Experience
Mr Michael Knaap was appointed to the role of Chief Executive
Officer and Managing Director for Monash IVF Group on 15 April
2019.
Following his tenure as MVF Group’s Chief Financial Officer and
Company Secretary since August 2015, Michael was appointed to
Interim CEO in October 2018.
Mr Knaap has nearly 30 years experience in executive positions
with a strong financial, operational, strategic and leadership
background in Healthcare and FMCG industries. Prior to joining
MVF Group, Michael was with Patties Foods Limited where he held
a number of executive positions over six years, including the role
of Chief Financial Officer and Company Secretary.
He holds a Bachelor of Accounting from Monash University and is
a Certified Practicing Accountant.
Company Secretary
Mr Malik Jainudeen was appointed to the role of Monash IVF Group Chief Financial Officer and
Company Secretary on 15 April 2019.
Malik joined Monash IVF Group in 2014 as a senior finance leader and has continued to progress his
career with Monash IVF Group. Malik has more than 18 years experience in the finance sector including
10 years at KPMG as a Manager in Audit and Assurance where his client portfolio included ASX listed
organisations Origin Energy Limited, AusNet Services and Dulux Group Limited. Malik was also the
External Audit Manager for the Monash IVF Group for 6 years prior to its listing on the ASX in 2014.
Director Meetings
The number of directors’ meetings and number of meetings attended by each of the directors of the
Company during the financial year are:
Member
Mr Richard Davis (Chair)
Mr Josef Czyzewski
Ms Catherine West
Ms Zita Peach
Mr Neil Broekhuizen
Dr Richard Henshaw
Mr. Michael Knaap
Attended
21
21
21
21
19
19
21
Eligible to Attend
21
21
21
21
21
21
21
15
Annual Report 2022 | 35
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Committee meetings
Member
Mr Richard Davis
Mr Josef Czyzewski (ARC Chair)
Ms Zita Peach (REM Chair)
Ms Catherine West
Mr Neil Broekhuizen
ARC
REM
Attended
4
4
-
-
3
Held
4
4
-
-
4
Attended
5
5
5
5
-
Held
5
5
5
5
-
Matters subsequent to the end of the financial year
On 18 May 2022, Monash IVF Group Limited announced entry into a binding sale agreement for the
acquisition of PIVET Medical Centre (“PIVET”) which is a Perth, Western Australia and Cairns, Queensland
provider of fertility services and has nine fertility specialists. Monash IVF is acquiring PIVET by way of
an asset sale and purchase for initial up-front cash consideration of $9.4 million on a debt free basis,
with the potential of additional earn out payments over a one to two year period from completion. The
financial effects of this transaction has not be recognised at 30 June 2022. The operating results and
assets and liabilities of the acquired Business will be consolidated from the completion date expected to
be during FY2023, subject to certain conditions precedent.
On 1 July 2022, Monash IVF Group Limited announced the acquisition of ART Associates Queensland
No.2 Pty Ltd (ART Associates Queensland) in Brisbane, Queensland. Monash IVF is acquiring ART
Associates Queensland by way of an asset sale and purchase for initial cash consideration of $3.9m on
a debt free basis, with the potential of additional earn out payments over a five to seven year period
from completion. The financial effects of this transaction has not be recognised at 30 June 2022. The
operating results and assets and liabilities of the acquired Business will be consolidated from the
completion date expected to be during FY2023, subject to certain conditions precedent.
On 26 August 2022, a fully franked dividend of 2.2 cents per share was declared. The record date for
the dividend is 9 September 2022 and the payment date for the dividend is 7 October 2022.
Except as disclosed above, there has not arisen in the interval between the end of the financial year and
the date of this report any item, transaction or event of a material or unusual nature likely, in the opinion
of the directors of the Company, to affect significantly the operations of the Group, the results of those
operations, or the state of affairs of the Group, in future financial periods.
Environmental, Social and Governance
Global challenges, such as climate risk, increased regulatory pressures, social and demographic shifts
and privacy and data security concerns, represent new or increasing risks for organisations.
Through our existing Corporate Governance policies, our Strategic framework, Quality Policy and Code
of Conduct, Monash IVF Group has demonstrated a strong commitment to responsible and ethical conduct.
As we progress our Vision 2026, Monash IVF Group has integrated ESG considerations into its decision
making, including the following examples:
36 | Monash IVF Group
16
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Environmental, Social and Governance (continued)
▪
▪
Improvements to our Clinical Infrastructure consider the environmental impact of our activities
including measures such as NABERS (National Australian Built Environment Rating System) and
the ability to locally source equipment and furnishings from ethical suppliers;
People Engagement activities have seen the establishment of a Diversity & Inclusion Council,
tasked to create an affirming environment where staff feel comfortable to bring their whole self
to work, and where a sense of belonging is fostered. This further allows Monash IVF Group to
incorporate inclusive practices to our Patient Experience and Doctor Partnerships;
▪ As we develop the Monash Way through robust Clinical Leadership, the focus on ART Success
Rates and evidence based medicine has been maintained, ensuring the best possible outcomes
for our Patients;
▪ Digital Transformation supports a paper-light approach to clinical operations and reduction in
corporate travel.
As this position matures, Monash IVF Group are now formalising and strengthening its approach to
sustainability through a structured Environmental, Social and Governance (ESG) framework.
The establishment of an ESG committee, with Board representation, will ensure the implementation of a
practical plan, embedded in our daily activities, to achieve tangible and material results. Establishing
ESG Metrics ensures that we are creating long term value through strategies that incorporate
environmental, social and governance dimensions.
Our evolving plan will consider the 17 Sustainable Development Goals identified by the United Nations
and cover all aspects of our:
People, including promoting diversity and inclusion and workplace health and safety;
Service delivery, including the supply chain, partnerships and waste production and;
▪
▪
▪ Governance framework, including Corporate Governance, Corporate behaviour and business
ethics and Risk Management.
Environmental regulations
The Group is not subject to any significant environmental regulations under Commonwealth or State
legislation.
Likely developments
The Group remains committed, prudent and focused on profitably growing the Business through
leveraging its scientific capabilities and scale across the clinic network both domestically and
internationally.
Indemnification and insurance of officers and auditors
Since the end of the previous financial period, the Group has not indemnified or made a relevant
agreement for indemnifying against a liability any person who is or has been an officer or auditor of
the Group.
17
Annual Report 2022 | 37
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Remuneration Report (Audited)
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
The Company’s Directors present the 2022 Remuneration Report prepared in accordance with Section 300A of the
Corporations Act 2001, for the Company and the Group for the year ending 30 June 2022 (“FY22”). The information
provided in this Remuneration Report has been audited by KPMG as required by Section 308(3C) of the Corporations
Act 2001. The Remuneration Report forms part of the Directors’ Report.
The Remuneration Report outlines the remuneration strategies and arrangements for the Key Management Personnel
(Executive KMP) who have authority and responsibility for planning, directing and controlling the activities of Monash IVF
Group.
FY22 Highlights
FY22 marked another year of unpredictability yet once again, our People demonstrated notable resilience through the
continued disruptions of the Pandemic. Our teams were faced with higher than usual absenteeism as our workforce
responded to the department of health requirements to isolate if themselves or members of their family became unwell
with COVID-19. Our teams applied significant flexibility to adapt to short term changes in our labour workforce. Despite
this, across all Monash IVF Group locations, our People addressed the challenges they faced, adapting to the demands
of COVID-19 and maintaining our priority of delivering quality patient care, supporting families, community and of course
each other. This continued as we faced particularly demanding circumstances.
During FY22, our Vision 2026 strategic priorities and growth opportunities have made positive progress. Investment and
growth opportunities have significantly advanced. This includes growing our capabilities to ensure we are well placed to
deliver on our strategic pillars.
Despite the disruption that the Pandemic has placed on the Group, our Executive leadership team continue to drive a focus
on our purpose and direction which has been a key priority throughout FY22 and continuing into FY23. The strength and
continuity of the Executive team continues to be a priority for the Group, with no changes to KMP or Directors in FY22.
The alignment of our remuneration structure to support the achievement of Vision 2026 and our approach to remuneration
reflects the focus on outcomes that support the long-term sustainability of Monash IVF Group, value creation for Monash
IVF Group’s key stakeholders, attraction and retention of our People and ultimately, helping our patients start or grow
their family.
Linking remuneration outcomes with performance
In FY22 whilst having regard to the Group’s performance during FY21 and FY22, the following remuneration outcomes
occurred in FY22:
•
•
As highlighted in 2021 annual report, maximum remuneration (fixed and at-risk remuneration combined) for
Executive KMP was adjusted following completion of a benchmarking process to comparable peers. The Board
entered into the external benchmarking process to be informed on Executive remuneration at the time. This
benchmarking considered organisations of comparable size and supported an outcome that total remuneration
sat below industry benchmark (including roles and performance metrics). In FY22, the Board agreed to increase
the total remuneration for the CEO, CFO and COO over time to bring these closer to comparable peers. Any
adjustments to the CEO, CFO and COO maximum remuneration remains at or below the industry benchmark and
supports internal promotions whilst ensuring Executive KMP are retained and appropriately incentivised to
continue to deliver the Vision 2026 business strategy. Further adjustments may be considered and applied to the
at-risk component to ensure greater comparability to peers. In FY23 the Total Fixed Remuneration for CEO, CFO
and COO was 3% with adjustments to increase the At Risk component for the CEO to a maximum potential
by15% (combined STI and LTI) and 10% for CFO and COO (combined STI & LTI).
The FY22 STI gateway was achieved, being Scientific Success Rates. This measure continues to be most critical
focus of the organisation and will remain as a STI gateway. The STI financial component was well below target
with full year financial targets not achieved for Executive KMP, reflecting 2H22 financial outcomes impacted by
the Pandemic disruption and unpredictable operating environment, whilst some non-financial measures were
achieved between threshold and target.
38 | Monash IVF Group
18
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
•
•
•
The Earning Per Share (EPS) component of the FY2020 Performance Rights granted did not vest at 30 June 2020
due to performance in FY22.
The Total Shareholder Return (TSR) on the FY19 Performance Rights granted did not vest during FY22 whilst the
TSR component of the FY20 Performance Rights granted will be tested in September 2022.
Following a review of the Incentive Plan structure, the FY23 plan will see a change to the LTI Plan which includes
the Relative TSR peer group of ASX 300 Healthcare to exclude CSL. The STI plan for FY23 will include the
opportunity for reward where performance exceeds target. A stretch target for financial measures being 110%
aligned to a further 10% STI available.
Non-Executive Director remuneration arrangements in FY2022
Fees payable to Non-Executive Directors were reviewed regarding fee adjustments effective 1 July 2022 and 3%
increase was applied to Director base or Committee fees. This increase is inclusive of the 0.5% increase to Superannuation
Contribution effective 1 July 2022.
1.0 Remuneration Snapshot
1.1 Remuneration Governance
The Board is responsible for the oversight and decision making relating to all remuneration decisions. The Remuneration
and Nomination Committee (Committee) enables the Board to discharge their governance responsibilities in all matters
relating to remuneration and engagement of all Executive and Non-Executive. Under the Remuneration and Nomination
Committee Charter, the Committee must have at least 3 members, the majority of whom (including the Chair) must be
independent Directors and all of whom must be non-executive Directors.
The Committee is comprised of 4 independent Directors. Ms Zita Peach was appointed to Chair of the Committee on 23
June 2020. Mr Richard Davis, Mr Josef Czyzewski and Ms Catherine West are also members of the Committee.
During FY22, the Committee met 5 times with full attendance by all members. The Committee at times invites the CEO,
CFO/Company Secretary, Chief People & Culture Officer and other non-executive directors (non-member of the
Committee) to attend Committee meetings to assist in deliberations (excluding matters relating to their own employment).
From time to time, the Remuneration and Nomination Committee seeks independent external advice on the appropriateness
of the remuneration framework and remuneration arrangements. No recommendations as defined in section 9B of the
Corporations Act were received in FY22.
The Committee is responsible for reviewing and making recommendations to the Board in relation to:
• Group remuneration principles, strategy and practices;
•
Non-executive director fee frameworks, policy regarding fee allocation, and fee pools sufficient for appropriate
fee levels, Board renewal, Board roles, market practice, and director workload;
Appointment of new directors, review of Board and Board committee membership and performance, Managing
Director succession planning and the appointment of other Executives;
• Overall remuneration framework for Executives;
•
Terms and conditions underpinning Executive & Doctor Service Agreements (ESA), including restraint and notice
period;
Eligibility for, and conditions of, incentive plans, including equity-based incentive plans;
Remuneration packages for all Senior Executives including structure and incentives;
•
•
• Metrics and associated targets for Incentive plans;
•
Terms and conditions associated with incentive plans including equity plan rules, escrow and other restrictions on
disposal;
Structure and quantum of Senior Executive termination payments;
Treatment of outstanding incentives in case of cessation of employment;
Exercise of malus or clawback if relevant to incentive plan payments.
•
•
•
•
The Remuneration and Nomination Committee are also responsible for monitoring and reporting to the Board:
19
Annual Report 2022 | 39
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
•
•
•
•
Remuneration relative to industry benchmarks;
Achievement of performance requirements for the payment of incentives;
Succession Planning;
Diversity, inclusion objectives and pay equity.
The Remuneration and Nomination Committee Charter is available on the Company’s website at Corporate Governance
| Monash IVF Group. The Charter is reviewed annually. Further information on the Remuneration and Nomination
Committee is provided in the Corporate Governance Statement in this Annual Report.
1.2 Principles of Remuneration Framework
Our longstanding and consistent approach to remuneration continues to meet our remuneration objectives and align with
our principles. The following summarises these key principles that underpin the structure of Executive Remuneration
arrangements across the Group.
Remuneration Principles
Principle
Design and operational implications of Remuneration Framework
Aligned to organisations
strategy and business priorities
▪
Remuneration framework will ensure alignment with the overall business
strategy and ensure all policies and processes are observed to enable the
attraction and retention of key personnel who create value for shareholders
▪ Operates in support of Our Principles and aligns to the organisations
Market Competitive
Rewards Performance
Simple and Transparent
Effective Governance
Alignment to Patient, People &
Doctor Outcomes
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
desired culture
Ensure employees including Executive KMP and management are rewarded
fairly and competitively according to role accountability, market positioning,
skills, experience and performance
Remuneration decisions will be informed by utilising relevant market
benchmarking
Encompass long term and short-term variable performance elements
for those who have the ability to impact overall organisation
performance
Short term and long-term remuneration incentives and outcomes
Performance targets to be met for payment (at threshold or target)
are set after considering previous performance, forecast and budget
A simple, flexible, consistent and scalable remuneration framework is
to be used across the organisation allowing for sustainable business
growth
The structure must be easily communicated and can reinforce the
organisations mission, principles and culture
The Remuneration and Nomination Committee and Board will ensure that
remuneration outcomes reflect both risk and performance and is reviewed
regularly to ensure employees act ethically and responsibly
Comply with all relevant legal and regulatory provisions
Ensure Patient, People and Doctor engagement outcomes remain a critical
measure for all KMP and management relating to at-risk remuneration.
40 | Monash IVF Group
20
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Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
2.0 Remuneration Structure
2.1 Executive Remuneration Structure
Our Executive Remuneration structure is designed to attract, engage and retain a highly qualified and experienced group
of Executives. Our remuneration is structured to align Executives to long term sustainable shareholder value through the
execution of Vision 2026 by combining Total Fixed Remuneration, Short and Long-term incentives to form an overall Total
Remuneration position.
The Board reviews the structure and effectiveness of the remuneration arrangements annually to ensure their alignment to
business performance and strategy.
Purpose of each remuneration component
Total Fixed Remuneration
(TFR)
Short Term Incentive
(At Risk)
Long-Term Incentive
(At Risk)
To attract and retain, paying
competitively, reflecting the individual’s
accountability, position requirements and
experience. TFR is determined as base
salary and inclusive of all standard
leave provisions and superannuation
guaranteed contributions.
Rewards performance for achieving
stretch targets and further rewards the
achievement of both financial and non-
financial goals.
Achievement is measured using an annual
balanced scorecard of measures aligned
to the organisations strategic vision and
objectives.
Rewards and retains key contributors by
creating alignment with long term
shareholder interests and reward the
creation of sustainable shareholder
wealth.
No changes were made to the remuneration framework in FY22 for the CEO, CFO and COO with the framework continuing
to retain these three components, with short-term incentives and long-term incentives at risk. The remuneration structure
aligns the remuneration opportunity with the level of position accountability.
21
Annual Report 2022 | 41
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
2.2 Executive Remuneration Structure for FY22
The diagram below summarises the framework for FY22. The framework continues to be reviewed each year.
Performance Driven
Alignment with Shareholder
Interests
Total Available Remuneration
Market Competitive Remuneration
Total Fixed Remuneration (TFR)
At Risk Remuneration
TFR is determined on the basis of
market rates (where applicable, the
size and complexity of the role and
the individual’s skill and experience
relative to position requirements).
TFR Comprises of:
• Cash salary
• Salary sacrifice items
• Employer superannuation
contributions in line with statutory
regulations
TFR levels are reviewed annually by
the Committee through a process that
considers market rates and individual
experience in the position. TFR is also
reviewed on promotion.
There are no guaranteed increases in
executive remuneration.
Short Term Incentive (STI)
Long Term Incentive Plan (LTI)
• EPS growth hurdles based on
predefined growth rates over a 3
year period (70%)
• TSR hurdles based on Group’s
relative TSR performance against
ASX300 Healthcare Index (30%)
• Comprise performance rights which
vest in accordance with 3 year EPS
growth and relative TSR above
threshold performance requirements.
• Balanced Scorecard Model that
includes a Non-Financial
Gateway (ANZARD Success Rate
Average)
• 70% financial Measure based on
EPS performance
• Non-financial Measures (30%)
are linked to key strategic
initiatives built around a
balanced scorecard including but
not limited to:
•
•
•
•
•
Engagement (People,
Patient, Doctor)
Market Share growth
Scientific Success Rates
Doctor attraction
Non organic growth
initiatives.
3.0 At Risk Remuneration Framework
At the beginning of each year the Remuneration and Nomination Committee determine a set of targets for the forthcoming
year with reference to the strategic objectives and financial results from prior year. The Remuneration and Nomination
Committee has the ability to subsequently adjust targets for any significant changes including but not limited to, significant
events, capital structure, material acquisition or divestments, in accordance with any ASX Listing Rules if applicable.
The Board may exercise its discretion to make adjustments it considers appropriate in light of the purpose and intent of
the incentive plan and the performance standards. This may include adjustments to ensure that the interests of the relevant
participant are not , in the opinion of the board, materially prejudiced or advantaged relative to the position reasonably
anticipated at the time of the assessment. No discretion was applied to any KMP Incentive outcomes for FY22.
The following table summarises the short-term incentive and long-term incentive reward components for certain KMP
including the performance measures and delivery mechanism applicable for the performance period ended 30 June
2022.
42 | Monash IVF Group
22
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
3.0 At Risk Remuneration Framework (continued)
Short Term Incentive
(at risk)
Long Term Incentive
(at risk)
Incentive Opportunity
Threshold
Target
Threshold
Target
Short and Long – Term Incentive opportunities are expressed as a percentage of TFR and refer to section 4.1
CEO
CFO
COO
Performance Measures
30%
30%
30%
100%
100%
100%
20%
20%
20%
100%
100%
100%
•
•
•
LTI KPIs are earnings per share growth
(EPS)(70%) and Total Shareholder Return
(TSR)(30%)
TSR measures returns made against the
performance of a comparator group with
hurdles based on predefined growth rates
over a 3 year period
EPS compound annual growth rate
(CAGR) provides a tangible measure of
shareholder value with hurdles based on
predefined growth rates over a 3 year
period
•
•
•
•
•
STI scorecard KPIs include financial and
non-financial measures
A non-financial gateway is in-place
whereby no STI is payable if the Group’s
clinical pregnancy rates (success rates) is
below the ANZARD average
70% of STI is based on the EPS financial
measure. EPS may be adjusted for
certain individual significant, non-regular,
abnormal or unusual gains or losses
30% of STI is based on qualitative non-
financial measures which include Patient
engagement, People engagement,
doctor engagement, scientific success
rates and domestic market share
Pro-rata payment of STI is made if
achievement is between threshold and
target
Delivery Mechanisms
STI awards for the CEO, CFO and COO are
paid as cash and subject to continued
employment
LTI awards are granted as performance rights,
are subject to testing against the above
performance measures and continued
employment. The CEO, CFO and COO were not
required to pay any money to be granted
performance rights
3.1 FY22 Short Term Incentive
A non-financial gateway is in-place whereby no STI is payable if the Group’s clinical pregnancy rates (success rates) is
below the ANZARD average for the period 1 July 2021 to 31 May 2022. This period is applicable due to the
availability of pregnancy outcomes information at the time of reporting. The available ANZARD target average
applicable is 39%. The Group’s clinical pregnancy rates for the period between July 2021 to May 2022 was 42.4%
and accordingly, the non-financial gateway was achieved/not achieved.
The quantitative financial measure defined for the CEO, CFO and COO in FY22 were as follows:
Strategic Objective
Weighting Measure
FY22 Outcome
Earnings per Share
(EPS)
70%
EPS is considered the most relevant
financial measure to further align variable
incentives to shareholder value. EPS
Target was set at FY22 Group Budget
(7.18 cents per share normalised) and
threshold set at 90% (6.46 cents per
share normalised) of FY22 Group Budget.
Normalised EPS achieved was
5.74 cents per share and did
not meet the 7.18 cents per
share target. Accordingly, no
payout of the EPS measure
was made.
23
Annual Report 2022 | 43
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
STI Non – Financial
The qualitative non-financial measures defined for KMP in FY22 included the following:
Strategic Objective
Weighting Measure
FY22 Outcome
Patient Engagement
5% (CEO,
CFO, COO)
Deliver an ongoing improvement in Patient
Engagement as measured by the patient
Net Promoter Score (NPS) Survey
targeting engagement improvements.
Patient Engagement NPS was measured in
the IVF and Ultrasound businesses
separately.
People Engagement
5% (CEO,
CFO, COO)
Doctor Engagement
5% (CEO,
CFO, COO)
To foster a culture of Engagement with all
Monash IVF Group employees as
measured by annual employee Net
Promoter Score (NPS) Survey targeting
engagement improvements.
Foster a culture of engagement with all
Monash IVF Group Clinicians. This is
measured by a clinician NPS Survey
targeting engagement improvements.
Scientific Success Rates
5% (CEO,
CFO)
5% (COO)
Deliver a focused improvement in success
rates in line with Your IVF success rate
measure 4 (% implantation) ANZARD.
Domestic Market
Growth
5% (CEO,
CFO)
5% (COO)
Market share growth in all IVF Key
markets. Market Share target was set at
22.6% for the period from July 2021 to
June 2022 Threshold was set at 21.5%.
Acquisition Execution
5%
(CEO &
CFO)
In line with Vision 2026 and successfully
growing the Monash IVF Group footprint,
this measure relates to the completion of
acquisitive transactions, with 2 being
stretch and 1 at threshold.
Dr. Acquisition (COO
only)
5% (COO
only)
Increased fertility specialists nationally
through acquisition of new doctors and
conversion of trainee doctors to fully
contracted to support succession planning
and growth. Target was set at 95 and
threshold at 93.
Patient Engagement NPS
achieved for the IVF business
was above stretch target by
+1.49. Payout for the Patient
Engagement measure was
100%. The Patient
Engagement NPS achieved
for the Ultrasound business
was +1.25 above stretch.
Payout of Patient
Engagement NPS was 100%.
Employee Engagement
Percentage achieved
threshold target. Payout for
the People Engagement
measure was 30%.
Doctor Engagement is based
on 2 x NPS results with 1 of
these not meeting threshold
and the second stretch target
by +2.5. Payout of Doctor
Engagement was 50%.
This improvement metric and
based on YourIVF Measure 4
(% implantation), the Group
result for KMP was not
achieved due to outcome
being marginally below
threshold.
Market share for the period
from July 2021 to June 2022
was below threshold and
stretch target. Payout for the
Market Share measure was
0%.
Following the reported
transactions completed in
FY22 being ART Associates
Queensland & Pivet Medical
Centre, WA. Payout of this
STI was 100%.
As a result of 10 clinicians
joining Monash IVF Group in
FY22 this metric achieved
above threshold by 3,
therefore payout was at 86%
24
44 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
3.3 FY22 Long-term Incentive grant
The LTI plan is a performance rights plan with vesting rights dependent upon the satisfaction of pre-determined
performance hurdles and continuous employment. LTI grants are made on a rolling annual basis to ensure Executives
maintain a continuous focus on sustainable long-term growth and returns and provides an appropriate balance with short-
term incentives which are focussed on annual returns.
The terms and overview of the FY2022 LTI grant to KMP and other eligible employees, including the CEO, CFO and COO
are summarised below.
The LTI award opportunity is based on a percentage of the participant’s total fixed remuneration as at the grant date.
The number of performance rights issued is determined by dividing the long-term incentive component of the participant’s
fixed remuneration by the volume weighted average price of Monash IVF Group Limited shares traded on the Australian
Stock Exchange over the 10 trading days immediately following the release of the FY2021 full-year results announcement.
The VWAP applied to the FY2022 performance rights issue was $0.991.
Performance rights were granted in two tranches during FY2022, with each tranche subject to separate vesting conditions.
Executives did not pay any money to be granted the performance rights and the expiry date of the rights will be on the
fifth anniversary of their grant.
Details of the FY2022 LTI grant to KMP is set out below:
KMP
% of TFR
Performance
Rights granted
Allocation
# of performance
rights
Mr. Michael Knaap (CEO)
80%
Mr. Malik Jainudeen (CFO)
40%
Mr. Hamish Hamilton (COO)
40%
EPS
TSR
EPS
TSR
EPS
TSR
70%
30%
70%
30%
70%
30%
326,316
139,850
97,895
41,955
97,895
41,955
25
Annual Report 2022 | 45
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
The performance periods and vesting schedules for the FY2022 performance rights are set out in the following table:
Performance Measure
Earnings per share
Performance Period
1 July 2021 to 30 June 2024
Performance
% of rights that will vest
Less than 10% per annum
10% per annum
0%
20%
Between 10% to 12% per annum
20% to 100% pro rata
Greater than 10% per annum
100%
Performance Measure
Relative TSR
Performance Period
11 days after FY2021 results announcement to 11 days after FY2024 results
announcement
Performance
% of rights that will vest
Less than Index return
Equal to index return
0%
20%
Between Index return and Index
return +5%
20% to 100% pro rata
Equal to or greater than Index return
+5%
100%
The graduated vesting scale in the LTI plan was designed to minimise the likelihood of excessive risk taking as a
performance threshold is approached. The Board believes this vesting framework strengthens the performance link over
the long-term and accordingly encourages Executives to focus on long term performance. The Board also acknowledges
that the value of certain strategic initiatives may take several years to deliver.
Further terms and conditions of the LTI plan are as follows:
•
•
•
The invitations issued to eligible persons will include information such as award conditions and, upon acceptance
of an invitation, the Board will grant awards in the name of the eligible person. Awards may not be transferred,
assigned or otherwise dealt with except with the approval of the Board.
Awards will only vest where the conditions advised to the participant by the Board have been satisfied. An
unvested award will lapse in a number of circumstances, including where conditions are not satisfied within the
relevant time period, or in the opinion of the Board, a participant has committed an act of fraud or misconduct
or gross dereliction of duty. If a participant’s engagement with the Company (or one of its subsidiaries) terminates
before an award has vested, the Board may determine the extent to which the unvested awards that have not
lapsed will become vested awards or, if the award offer does not so provide and the Board does not decide
otherwise, the unvested awards will automatically lapse.
Awards are subject to malus and clawback conditions whereby the Board may, in its discretion, and subject to
applicable laws, determine the performance rights or shares already allocated following the vesting or exercise
of a performance right are forfeited, recovered or the conditions modified. The Board’s decision in regard to
unfair benefits obtained by the participant is final and binding.
• Where there is a takeover bid or a scheme of arrangement proposed in relation to the Company, the Board
may determine that the participant’s unvested awards will become vested awards. In such circumstances, the
Board shall promptly notify each participant in writing that the awards have become vested awards, or that he
or she may, within the time period specified in the notice and where applicable in accordance with the class or
category of award, exercise such vested awards. A participant is not entitled to participate, in their capacity
as holder of awards, in any new issue of shares in the Company, nor in any return of capital, buyback or other
26
46 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
distribution or payment to shareholders, unless the Board determines otherwise. In the event of a bonus issue or
rights issue, the rights of the award will be altered in a manner (if any) determined by the Board, consistent with
the ASX Listing Rules.
In the event of any reorganisation of the issued ordinary capital of the Company before the exercise of an
award, the number of shares attached to each award will be reorganised in the manner specified in the LTI plan
and in accordance with the ASX Listing Rules or, if the manner is not specified, the Board will determine the
reorganisation. In any event, the reorganisation will not result in any additional benefits being conferred on
participants which are not conferred on shareholders of the Company.
Participants who hold an award issued pursuant to the LTI plan have no rights to vote under the LTI award at
meetings of the Company until that award has vested (and is exercised, if applicable) and the participant is the
holder of a valid share in the Company. Shares acquired upon vesting of the award will, upon issue, rank equally
in all respects with other shares.
No award or share may be offered under the LTI plan if to do so would contravene the Corporations Act, the
ASX Listing Rules or instruments of relief issued by ASIC from time to time.
•
•
•
4.0 Executive and Non-Executive Remuneration
4.1 KMP Remuneration
The respective total reward mix for KMP in FY22 is as follows, assuming business performance results in target vesting for
STI and maximum grant value for LTI.
KMP
Mr. Michael Knaap
Mr. Malik Jainudeen
Mr. Hamish Hamilton
Dr. Richard Henshaw
Fixed Pay
38.4%
55.6%
55.6%
100.0%
STI
30.8%
22.2%
22.2%
0.0%
LTI
30.8%
22.2%
22.2%
0.0%
At Risk
61.6%
44.4%
44.4%
0.0%
KMP
Component
Commentary
Mr. Michael Knaap –
Chief Executive Officer &
Managing Director
TFR
STI
LTI (performance
rights)
Notice period
Term of
Agreement
1 July 2021 to 30 June 2022- $577,500 per annum
The CEO has the opportunity to earn an annual incentive of 60%
of total fixed remuneration based on meeting certain defined
criteria. The FY2022 STI criteria were subject to both financial
(70%) and non-financial (30%) outcomes. STI is only applicable
if the clinical pregnancy rate is at or above the ANZARD mean.
466,166 performance rights were granted in FY2022 which is
equivalent to 80% of TFR. These rights vest at the end of the 3
year performance period subject to meeting certain EPS and
TSR outcomes.
6 months
No Fixed Term
27
Annual Report 2022 | 47
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
KMP
Component
Commentary
Dr. Richard Henshaw
(Executive Director)
TFR
STI
$321,884 per annum
Dr. Henshaw was the only doctor during FY2022 who served as
a director. He was paid a salary for his clinician duties and
medical leadership roles.
Not eligible for a STI payment
LTI (performance
rights)
Notice period
Term of
Agreement
Not eligible for a LTI offer
6 months
No Fixed Term
KMP
Component
Commentary
Mr. Malik Jainudeen (Chief
Financial Officer &
Company Secretary)
TFR
STI
LTI (performance
rights)
Notice period
Term of
Agreement
1 July 2021 to 30 June 2022 - $346,500 per annum
The CFO has the opportunity to earn an annual incentive of 40%
of total fixed remuneration based on meeting certain defined
criteria. The FY2022 STI criteria were subject to both financial
(70%) and non-financial (30%) outcomes. STI is only applicable
if the clinical pregnancy rate is at or above the ANZARD mean.
139,850 performance rights were granted in FY2022 which is
equivalent to 40% of TFR. These rights vest at the end of the 3
year performance period subject to meeting certain EPS and
TSR outcomes.
3 months
No Fixed Term
KMP
Component
Commentary
Mr. Hamish Hamilton (Chief
Operating Officer)
TFR
STI
LTI (performance
rights)
Notice period
Term of
Agreement
1 July 2021 to 30 June 2022 - $346,500 per annum
The COO has the opportunity to earn an annual incentive of
40% of total fixed remuneration based on meeting certain
defined criteria. The FY2022 STI criteria were subject to both
financial (70%) and non-financial (30%) outcomes. STI is only
applicable if the clinical pregnancy rate is at or above the
ANZARD mean.
139,850 performance rights were granted in FY2022 which is
equivalent to 40% of TFR. These rights vest at the end of the 3
year performance period subject to meeting certain EPS and
TSR outcomes.
3 months
No Fixed Term
48 | Monash IVF Group
28
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
4.2 Non-Executive Director (NED) Remuneration Policy
Under the Constitution, the Directors decide the total amount paid to all Directors as remuneration for their services as
Directors. However, under the ASX Listing Rules, the total amount paid to all Directors for their services must not exceed
in aggregate in any financial year, the amount fixed by the Company in a general meeting. This amount has been fixed
by the Company at $950,000. For the 2022 financial year, the fees payable to the current NEDs are $587,593 in
aggregate reflecting a $27,789 increase compared to FY2021.
Role
Fees
Chair
Other Non-Executive Directors
Additional Fees
Audit & Risk Committee – Chair
Audit & Risk Committee – Member
Remuneration & Nomination Committee – Chair
Remuneration & Nomination Committee – Member
2022
$
146,086
90,898
17,313
8,643
17,313
8,643
2021
$
143,222
89,116
16,974
8,487
16,974
8,487
5.0 Details of Remuneration for Key Management Personnel
5.1 Key Management Personnel (“KMP”)
KMP have authority and responsibility for planning, directing, and controlling the activities of the Group, directly or
indirectly, including directors of the Company and other Executives. KMP comprise the directors of the Company and the
senior Executives for the Group named in this report.
Name
Position
Period Covered Under this Report
Non-Executive Directors
Mr Richard Davis
Mr Josef Czyzewski
Mr Neil Broekhuizen
Ms Zita Peach
Ms Catherine West
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Full Financial Year
Full Financial Year
Full Financial Year
Full Financial Year
Full Financial Year
Name
Position
Period Covered Under this Report
Executive Directors
Mr Michael Knaap
Dr Richard Henshaw
Other KMP
Mr Malik Jainudeen
Mr Hamish Hamilton
Chief Executive Officer
Executive Director
Full Financial Year
Full Financial Year
Chief Financial Officer
Chief Operations Officer
Full Financial Year
Full Financial Year
29
Annual Report 2022 | 49
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Remuneration Report (Audited) continued
for the year ended 30 June 2022
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Annual Report 2022 | 51
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Remuneration Report (Audited) continued
for the year ended 30 June 2022
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52 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
for the year ended 30 June 2022
5.0 Details of Remuneration for Key Management Personnel (continued)
5.2 Analysis of incentives included in remuneration
Details of the vesting profile of the STI cash incentives awarded as remuneration to each director of the Company and
other KMP are detailed below:
Cash Incentive (2022)
Cash Incentive (2021)
% of Available Incentive
% of Available Incentive
Payable
and Paid
Payable
and Paid
Not
Payable
Paid
Paid
Not Paid
Executive Directors
Mr Michael Knaap
Dr Richard Henshaw
$48,510
-
14.0%
-
86.0%
-
$304,138
-
89.4%
-
10.6%
-
Other Key Management Personnel
Mr Malik Jainudeen
Mr Hamish Hamilton
$19,404
$18,451
14.0%
13.3%
86.0%
86.7%
$126,655
$96,575
89.8%
88.2%
10.2%
11.8%
5.3 Loans to Key Management Personnel
No loans were issued to KMP during 2022.
5.4 Key Management Personnel Shareholdings
The following details Monash IVF Group ordinary shares held by Directors and KMP during 2022:
Name
Non-Executive Directors
Mr Richard Davis
Mr Josef Czyzewski
Mr Neil Broekhuizen
Ms Zita Peach
Ms Catherine West
Executive Directors
Mr Michael Knaap
Dr Richard Henshaw
Other Key Management Personnel
Mr Malik Jainudeen
Mr Hamish Hamilton
Total
Balance at start
of year
Granted as
remuneration
Net
Change
Balance at end
of year
182,067
241,382
350,000
92,803
37,100
150,655
1,358,842
19,231
123,835
2,555,915
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
182,067
241,382
350,000
92,803
37,100
150,655
1,358,842
19,231
123,835
2,555,915
33
Annual Report 2022 | 53
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Remuneration Report (Audited) continued
Remuneration Report (Audited)
for the year ended 30 June 2022
6.0 Link to Group Performance
6.1 Group Performance
The revenue and earnings of the Group for the five years to 30 June 2022 are summarised below:
Measure
Revenue
Underlying EBITDA
Reported EBITDA
Underlying NPAT
Reported NPAT
STI Payable
Total Shareholder Return (1)
Closing Share Price ($)
Dividend Per Share (cents)
Earnings per Share (cents) (1)
2022
$’000
192,294
48,145
43,157
22,232
18,502
16.7%
21%
0.94
4.4
4.7
2021
$’000
183,605
47,749
51,281
23,418(2)
25,687(2)
81.1%
61%
0.85
4.2
6.5
2020
$’000
145,417
34,797
32,833
14,353
11,726
24.1%
-59%
0.53
2.1
4.6
2019
$’000
151,980
37,815
37,242
20,871
19,852
29.4%
34%
1.40
6.0
8.4
2018
$’000
150,638
38,109
38,109
21,181
21,181
0%
-35%
1.08
6.0
9.1
During the period, Revenue, EBITDA, NPAT, TSR and EPS were key performance measures. EBITDA is a major component
of the STI plans for KMP including the CEO, CFO and COO whilst TSR and EPS growth are long term metrics used to
measure the CEO, CFO and COO’s remuneration via the Executive Long Term Incentive Plan. CEO, CFO and COO
remuneration varies with the outcomes of these measures above a required threshold performance level.
1)
2)
The Net Profit after Tax, total shareholder return and earnings per share are not comparable for certain years due to the capital
structure and discontinued operations.
The 30 June 2021 amounts have been restated due to the IFRS Interpretations Committee decision in relation to accounting for
Software as a Service.
54 | Monash IVF Group
34
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Report
Directors’ Report continued
for the year ended 30 June 2022
for the year ended 30 June 2022
Lead auditor’s independence declaration
The lead auditor’s independence declaration is set out on page 56 and forms part of the directors’
report for the year ended 30 June 2022.
This report is made in accordance with a resolution of the directors.
Richard Davis
Chairman
Michael Knaap
Chief Executive Officer and Managing Director
Dated in Melbourne this 26th day of August 2022
Annual Report 2022 | 55
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Monash IVF Group Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Monash IVF Group
Limited for the financial year ended 30 June 2022 there have been:
i.
no contraventions of the auditor independence requirements as set out in the Corporations Act
2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Chris Sargent
Partner
Melbourne
26 August 2022
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo
are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a
scheme approved under Professional Standards Legislation.
56 | Monash IVF Group
36
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Corporate Governance Statement
Corporate Governance Statement
This statement, approved by the Board, reports on the Group’s key governance framework, principles and practices
as at 30 June 2022. These principles and practices are subject to regular review and when necessary revised to
reflect legislative changes or corporate governance best practice.
The Board of Directors is committed to maintaining the Group’s pre-eminent status as a leader in the fields of
Assisted Reproductive Services (ARS) and specialist women’s imaging. This commitment will lead to sustainable
growth and shareholder returns. The Board is a strong advocate of good corporate governance and its fulfilment
of these practices and obligations will enhance the ability for shareholders to be appropriately rewarded.
Monash IVF Group Limited complies in all material respects with the fourth edition of the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations. The details of this compliance and
reasons for any non compliance are set out in this statement. A separate Appendix 4G has been lodged with the
Australian Securities Exchange Limited (ASX).
Principle 1 Lay solid foundations for management and oversight
1.1 Roles and responsibilities of the Board and Management and delegation
The role of the Board is to oversee good governance practice in all aspects of the Group’s undertakings. This
includes setting and approving the strategic direction of the Group and to guide and monitor Monash IVF Group
management and its businesses in achieving their strategic objectives. The Board is committed to maximising
performance through continued investment in all aspects of the business including research, education and innovation
in clinical services to improve patient outcomes.
The Board is committed to a high standard of corporate governance practice and fosters a culture of compliance
which values ethical behaviour, integrity, teamwork and respect for others.
The Monash IVF Group Limited Board Charter outlines the role and responsibilities of the Board along with direction
on Board composition, structure and membership requirements. The Charter clearly outlines matters expressly
reserved for the Board’s determination and those matters delegated to Management.
The Company’s Chief Executive Officer and Managing Director, Michael Knaap, has responsibility for day-to-day
management of Monash IVF Group Limited in its entirety. Michael was previously the Chief Financial Officer and
held the position of Interim Chief Executive Officer between October 2018 and April 2019. Michael was
appointed to Chief Executive Officer and Managing Director on 15 April 2019 and is supported by the Executive
Team which is responsible for implementation of Board directed strategies at an operational level.
The Monash IVF Group Limited Board Charter is available on the Monash IVF Group Limited website
http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance
1.2 and 1.3 Board and Senior Executive Appointments
In the event of a new appointment to a director or senior executive role, appropriate probity and integrity checks,
such as experience, education, criminal record and bankruptcy history, are undertaken to ensure the individual has
an appropriate background to hold the role with Monash IVF Group Limited. Should the role be for election of a
director for the first time a comprehensive check of the candidates personal and professional history would occur
including details of any other material directorships or non-executive roles.
With the exception of the Managing Director & CEO, one third of all eligible Directors, and any other Director who
has held office for over three years since their last election, must retire in rotation at the Annual General Meeting
(AGM). This is in accordance with the Company’s Constitution. A retiring Director holds office until the conclusion
of the meeting at which he or she retires. They may stand for re-election by security holders at that meeting. The
Board may appoint a new Director to fill a casual vacancy and that Director will hold office until the close of the
next AGM, unless elected at that meeting.
37
Annual Report 2022 | 57
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 1 Lay solid foundations for management and oversight (continued)
The Board makes recommendations in respect of the election or re-election of each Director based on tenure, skills
and experience of the Director in relation to Board composition. The Remuneration and Nomination Committee
ensures that appropriate background checks take place for the appointment of a new Director. The details of
those Directors who stand for re-election will be provided in the Notice of Meeting which is sent to security holders
prior to the AGM. The Board provides security holders with all material information in its possession relevant to a
decision on whether or not to elect or re-elect a director, in addition a statement by the Board as to whether it
supports the election or re-election of the candidate and a summary of the reasons as to why the Board has taken
this view. Additionally, each Director standing for re-election makes a short presentation to security holders at the
meeting itself.
All Board members have a written agreement outlining the terms of their appointment clearly articulating the
expectations, roles and responsibilities and remuneration of their role.
All employment agreements for senior executives clearly set out their terms of appointment, remuneration and
requirements to adhere to company policies and procedures. Industry regulation and Company policy requires
police checks for employees which are undertaken prior to commencement. Employment contracts require
employees to disclose any offences that would result in an adverse police check.
1.4 Company Secretary
Mr Malik Jainudeen was appointed in the role of Company Secretary and Chief Financial Officer with Monash IVF
Group Limited in April 2019. Malik’s role is to work closely with the Board and its committees to advise on
governance matters and to oversee meeting protocols are adhered to including comprehensive minutes.
1.5 Diversity and Inclusion Policy
Monash IVF Group recognises that its business success is a reflection of the quality of its people and is proud of its
strong diverse and inclusive workforce. The Company’s workforce is made up of individuals with a diverse set of
skills, values, experiences, backgrounds and attributes including those gained on account of their gender, age,
disability, ethnicity, marital or family status, religious or cultural background and sexual orientation. Monash IVF
Group is committed to supporting and further developing this through attracting, engaging and retaining diverse
talent as supported by a Diversity & Inclusion policy.
Monash IVF Group is a recognised employer under the Workplace Gender Equity Act 2012 and is compliant with
the requirements of the Australian Government Workplace Gender Equity Agency. Monash IVF Group was
awarded the Employer of Choice for Gender Equity Citation in March 2022 in recognition of the work undertaken
in Gender Equity.
The breakdown of gender diversity at Monash IVF Group is listed below:
Organisational Level
Non-Executive Directors
Senior Management
Team Leader
Total Staff (inc above)
Number of Women
2
12
74
768
% of Women
40%
48%
90%
92%
Target
30%
50%
50%
The Board recognises the high proportion of women in the workplace and acknowledges that this gender diversity
is reflective of the nature of the organisation. The Remuneration and Nomination Committee sets measurable
objectives to achieve gender diversity and Monash IVF Group achieves diversity above industry standard with
50% female representation of Executives reporting to the CEO. Board representation continues to be targeted at
a minimum of 30% female representation. These measures were met during the year. Senior Management is
defined as Executive Directors and Management personnel in operational leadership positions generally specific
to state leadership teams.
Monash IVF Group has in place a Flexible Work Arrangements policy to promote work/life balance and to
accommodate family care in line with the operational requirements of the Business. During FY22, 36 employees
have taken primary and secondary parental leave, utilising the Group’s generous parental leave policy. Flexible
working arrangements either formally and informally are widely used across Monash IVF Group.
38
58 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 1 Lay solid foundations for management and oversight (continued)
The Diversity and Inclusion Policy is overseen by the Remuneration and Nomination Committee. The Committee has
no executive powers with regard to its findings and recommendations however is responsible for monitoring,
reviewing and reporting to the Board on the Company’s performance in respect to diversity in accordance with the
Company’s Diversity and Inclusion Policy. The Board is committed to targeting a board composition aligned to its
workforce and patient base over time.The Diversity Policy is available on the Monash IVF Group Limited website
http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance
Monash IVF Group is committed to providing a diverse and culturally inclusive work environment to ensure that all
employees are valued and safe in their workplace. Monash IVF Group provides an Equal Employment Opportunity
policy framework in relation to harassment, bullying, discrimination and grievance procedures. The policies are
available to all employees via the Company intranet. The Group also offers an employee assistance program
that provides a confidential counselling service to support employee wellbeing in the workplace. To ensure a full
understanding of respectful workplace obligations, the organisation utilises a Learning Management System, an
online learning management portal to manage and track the full compliance of all respectful workplace topics.
Monash IVF Group continued their partnership with Pride in Diversity, a national not-for-profit employer support
program for LGBTI workplaces and is specifically designed to assist employers and employees with all aspects of
inclusion including awareness and education.
1.6 Director Performance Evaluation
The Remuneration and Nomination Committee Chair undertakes the process of performance reviews of the Board,
its Committees and the Chairman. Objectives of the review are to ensure the Board adheres to ASX governance
principles and to identify opportunities to improve the functioning of the Board as a whole. The focus is on the
performance of the Board as a whole and, to a lesser extent, the Board committees. The Chairman performs
individual appraisals on each director.
The annual review completed by Monash IVF Group Limited Board was undertaken in July 2022. It involved
directors completing a confidential online questionnaire covering aspects outlined in the Board Charter. The results
were aggregated and discussed by the Board to inform areas or opportunities for improvement.
1.7 Senior Executive Evaluations
Monash IVF Group Limited has an annual Performance Review Policy for all senior executives and managers as
stated in the Board Charter. Senior executive and manager performance is reviewed by the CEO against KPIs
which are both financial and non financial in nature. The performance evaluation process has been undertaken in
accordance with this policy for the current financial year. The Remuneration and Nomination Committee has
oversight of this process.
The Chairman of the Board performs the CEO performance review against annual key performance indicators.
Michael Knaap’s performance was formally reviewed in July 2022 and recommendations as a result were taken
to the Board. The Board oversees and monitors the key performance indicators and strategic plan for the Group
which also allows the Board to monitor the performance of senior executives outside the annual review process.
Principle 2 Structure of the Board to be effective and add value
The Constitution of the Company provides that the number of Directors must at any time be no more than ten and
no less than three members. The Monash IVF Group Limited Board currently consists of seven directors, five
independent and two non independent members. The Board Charter prescribes that the Chair of the Board must
be independent and the Board should consist of individuals who contribute a mix of skills and a diversity of
professional backgrounds. Further information on the Board members is available in the Directors Report.
Monash IVF Group Limited believes the current Board of seven members adequately allows its members to carry
out its responsibilities without unnecessarily debasing its effectiveness with an excessive number that can hinder
individual engagement and involvement of Board members. To add efficiency to the Board, two committees are
in-place; the Remuneration and Nomination Committee and the Audit and Risk Committee. The Board Charter
prescribes that all committee members be Independent Directors.
39
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CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 2 Structure of the Board to be effective and add value (continued)
2.1 Remuneration and Nomination Committee
The Remuneration and Nomination Committee is governed by the Remuneration and Nomination Committee Charter
as found on the Monash IVF Group Limited website at
http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance
The Remuneration and Nomination Committee consist of four independent Directors of the Board:
• Ms Zita Peach (Chair)
• Mr Richard Davis
• Mr Josef Czyzewski
• Ms Catherine West
The Committee met 5 times with all Committee members in attendance.
The Committee assists the Board by reviewing and making recommendations to the Board in relation to:
•
•
•
•
•
•
•
•
•
•
•
•
•
the Company's remuneration policy;
Board succession issues and planning;
Board member and re-election of members to the Board and its committees;
Director induction and continuing professional development programs for Directors;
remuneration packages of senior executives;
non-executive Directors and executive Directors, equity-based incentive plans and other employee benefit
programs;
Company superannuation arrangements;
the Company's recruitment, retention and termination policies;
succession plans of the CEO, senior executives and executive Directors;
the process for the evaluation of the performance of the Board, its Board Committees and individual
Directors;
the review of the performance of senior executives;
review of the Company's remuneration policies and packages; and
the size and composition of the Board and strategies to address Board diversity and the Company's
performance in respect of the Company's Diversity and Inclusion Policy, including whether there is any
gender or other inappropriate bias in remuneration for Directors, senior executives or other employees.
2.2 Board Skill Matrix
On establishing the Board in 2014 the desirable skills, attributes and experience required was considered in
searching for potential Board members. The below skill matrix outlines the Board of Director skill set during FY22:
60 | Monash IVF Group
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Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 2 Structure of the Board to be effective and to add value (continued)
d
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Executive Leadership
Held an executive leadership position, publicly listed or large private multinational.
Expertise in engaging multiple stakeholders, and delivering sustainable success.
Monash IVF Group Limited
Corporate Governance Statement
Strategic Direction Setting
Experience and track record in constructively reviewing, and challenging a plan of action
designed to achieve the long term goals of the organisation.
Principle 2 Structure of the Board to be effective and to add value (continued)
New Business Development
Background in business development that delivers long term value to the organisation.
Mergers and Acquisitions
Experience M&A including implementation advisory.
International Business Development
Knowledge and experience in overseas markets in which the company operates including
cultural, political, regulatory and business requirements.
Health Services
Successful experience in industry health and/or the health services sector.
Clinical/Medical Experience
Demonstrated experience and held a successful clinical position relevant to the organisation.
Accounting/Finance
Experience in financial accounting and reporting, corporate finance, risk and internal controls.
Monash IVF Group Limited believe the current Director skill set is adequate to ensure an appropriate and diverse
Regulatory / Government Relations
mix of backgrounds, expertise, experience and qualifications exist to assist with being able to understand and
Legal background or experience in regulatory and public policy.
effectively advice on Group strategy and growth.
Experience in risk and mitigation principles
2.3, 2.4 and 2.5 Board members, roles and independence
Technology
Expertise in digital technology, cyber security, digital marketing, social media.
A summary of the Board members, their roles, independence and appointment dates are as follows:
Director
Work, Health and Safety
Mr Richard Davis
Experience relating to health, safety, environment, social responsibility, and community.
Position
Independent Chairman
Independent
Yes
Mr Josef Czyzewski
Independent non-executive Director
Yes
Appointment Date
4/6/2014
4/6/2014
Ms Zita Peach
Independent non-executive Director
Yes
Monash IVF Group Limited believe the current Director skill set is adequate to ensure an appropriate and diverse
mix of backgrounds, expertise, experience and qualifications exist to assist with being able to understand and
effectively advice on Group strategy and growth.
Independent non-executive Director
Mr Neil Broekhuizen
4/6/2014
Yes
Ms Catherine West
Independent non-executive Director
8/9/2020
Yes
12/10/2016
2.3, 2.4 and 2.5 Board members, roles and independence
A summary of the Board members, their roles, independence and appointment dates are as follows:
Director
Mr Richard Davis
Position
Independent Chairman
Independent
Yes
Mr Josef Czyzewski
Independent non-executive Director
Ms Zita Peach
Independent non-executive Director
Mr Neil Broekhuizen
Independent non-executive Director
Ms Catherine West
Independent non-executive Director
Yes
Yes
Yes
Yes
Appointment Date
4/6/2014
4/6/2014
12/10/2016
4/6/2014
8/9/2020
41
Annual Report 2022 | 61
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OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 2 Structure of the Board to be effective and to add value (continued)
Director
Position
Independent
Mr Michael Knaap
CEO and Managing Director
Dr Richard Henshaw
Executive Director
No – CEO and Managing
Director
No – Fertility Specialist with
Monash IVF Group Limited
Appointment
Date
15/4/2019
30/4/2014
The Board Charter outlines that at least half of the Board should be independent directors, one of whom is the
Chairman. A director is deemed to be “independent” if free of any business or other relationship with the Company
that could materially interfere with, or could reasonably be perceived to interfere with, the exercise of unfettered
and independent judgement.
The Board has assessed, using the criteria set out in the ASX Corporate Governance Principles and Recommendation,
the independence of non-executive directors in light of their interests and relationships and considers at least half
to be independent. The independence status and length of service of each director is outlined in the table above.
The percentage of Board members considered independent was 71%.
Mr Richard Davis was appointed Monash IVF Group Limited Chairman in June 2014. He is a non-executive
Independent Director. Mr Davis, in his role as Chair, provides leadership to the Board, advice and support to the
CEO. The Chair of the Board is responsible for overseeing Board dynamics and ensuring all directors contribute
effectively and constructively to Group meetings and strategic agendas.
2.6 Director Induction and Professional Development
Monash IVF Group Limited has a comprehensive induction process for Directors and senior executives. This induction
includes meetings with senior management and staff to gain an understanding of the core business, strategy,
financial, operational and risk management matters and factors relevant to the sectors and environments in which
the Company operates as well as visits to laboratories and clinics to gain a more in depth understanding of the
business.
The Chairman periodically reviews whether there is a need for Directors to undertake professional development
to maintain the skills and knowledge needed to perform their role as Directors effectively. Directors are active in
undertaking professional development opportunities for the purpose of development and maintenance of their
skills. The Board and its Committees are provided with updates and information from both management and
external experts on various topics relevant to the Company’s circumstances, including emerging business and
governance issues relevant to the Company and material developments in laws and regulations. The Board and
individual Directors attend at operational sites, meet staff in operations and receive presentations from
management across the Group’s operations. Board members have been continuously informed via research papers
and presentations, financial and business results and discussion involving market strategic initiatives contributing to
the continued professional development of the Board.
Principle 3 Instill a culture of acting lawfully, ethically and responsibly
3.1 Organisational values
The Board and senior executives are firmly committed to ensuring that all employees observe high standards of
lawful, ethical behaviour and conduct. Setting the cultural tone for the organisation, Monash IVF Group’s core values
are as follows:
62 | Monash IVF Group
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Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 3 Instill a culture of acting lawfully, ethically and responsibly (continued)
Our Principles
Care
Promotes a team environment that values, encourages and supports differences
Genuinely cares about people
Is available and ready to help
Demonstrates real empathy with the joys and pains of others
Collaborate
Build strong formal and informal, internal and external networks across a variety of functions and locations
Partners with others to achieve quality outcomes and share in the successes
Values, calls upon and utilises the experience and expertise of others
Shares information for the benefit of individual, team, clinic and or organisation
Communicate
Provides the information people need to know, to do their jobs and to feel valued as a member of
the team, clinic and organisation
Utilises different types of communication to deliver timely and meaningful messages
Has the patience to hear people out
Commitment
Is dedicated to meeting the expectations and requirements of patients, clinicians and
internal stakeholders
Persists in accomplishing objects despite obstacles and setbacks
Pushes self and others to achieve
Create
Challenges the traditional way of thinking and adopts change where required
Shows initiative and can spot and seize opportunities
Empowers others to bring creative ideas and suggestions to life
Monash IVF Group’s performance review process requires assessment of the extent to which personnel have
demonstrated behaviour consistent with these values. The values also form the foundation for the monthly and
annual employee CUDOS Awards, recognising and celebrating outstanding employee behaviour in line with these
values.
The principles are provided with sufficient guidance to enable personnel to make decisions consistent with the
Board’s risk appetite and core values.
3.2 Code of Conduct and whistleblower program
Monash IVF Group Limited recognises the need to observe the highest standards of corporate practice, business
conduct and responsible decision making. Accordingly, the Board adheres to a formal Code of Conduct which
outlines Monash IVF Group Limited policies on various matters including ethical conduct, business and personal
conduct, compliance, privacy, security of information, financial integrity and conflicts of interest. This Code clearly
states the standard of responsibility and ethical conduct expected of staff, directors or doctors engaged by the
Company. The Code recognises the numerous legislative and compliance matters that affect the business.
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CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 3 Instill a culture of acting lawfully, ethically and responsibly (continued)
The Code of Conduct promotes ethical and responsible decision making by directors, contractors and employees.
The Code also gives direction in the avoidance of conflicts of interest and mandates high standards of personal
integrity, objectivity and honesty in the dealings of all Monash IVF Group Limited Board members and staff,
detailing guidelines to ensure the highest standards are maintained. Monash IVF Group holds all staff to act
according to this code to maintain standards in confidentiality and general behaviour. The code is provided to all
staff as part of the Group induction process and compliance is reviewed regularly. The Board or Audit and Risk
Management Committee are informed of any material breaches of the entity’s code of conduct.
3.3 Whistleblower policy
The Company has a Whistleblower policy which has been communicated to all Company personnel and published
on the Company’s website.
The Whistleblower Policy promotes and supports the reporting of matters of concern and suspected wrongdoing,
such as dishonest or fraudulent conduct, breaches of legislation and other conduct that may cause financial loss or
be otherwise detrimental to its reputation or interests. The Policy sets out the approach to disclosure, investigation
and reporting and outlines the protection to be afforded to those who report such conduct against reprisals,
discrimination, harassment or other disadvantage resulting from their reports. All disclosures received under the
Whistleblower Policy are reported to the Audit and Risk Management Committee with details of investigations
completed.
Monash IVF Group Limited Code of Conduct policy and Whistle Blower policy can be found in full on our website
under www.monashivfgroup.com.au/investor-centre/corporate-governance/
3.4 Anti-Bribery and Corruption policy
The Company has an Anti-Bribery and Corruption policy which has been communicated to all Company personnel
and published on the Company’s website.
The Anti-Bribery and Corruption policy describes the standards of ethical conduct and behaviour required of
all Individuals within the Monash IVF Group, noting that all representatives must act within the law and not engage
in corrupt practices or acts of bribery that expose Monash IVF Group, its employees and clinical partners to
the risks of prosecution, fines and imprisonment, as well as endangering Monash IVF Group’s reputation. Where
these standards are not met, then appropriate disciplinary action may be taken. Monash IVF Group will apply a
zero-tolerance approach to acts of bribery and/or corruption by any Individual or third-party representative. The
Board or Audit and Risk Committee are informed of any material breaches of the entity’s Anti-Bribery and
Corruption policy.
Monash IVF Group Limited Anti-Bribery and Corruption policy can be found in full on our website under
www.monashivfgroup.com.au/investor-centre/corporate-governance/
Principle 4 Safeguard integrity in corporate reporting
4.1 Audit and Risk Management Committee
The Audit and Risk Management Committee for Monash IVF Group Limited are responsible for supervising the
process of corporate governance, financial reporting and risk management, internal control, continuous disclosure,
non-financial risk monitoring and external audit. The Committee’s role, as outlined in the Audit and Risk
Management Committee Charter, is to monitor the Group’s compliance with laws and regulations and adherence
to the Group Code of Conduct and to promote discussion with regard to risk between Board, management and the
external auditor.
Monash IVF Group Limited engages the services of an external auditor; who’s independence and performance is
monitored and reviewed by the Audit and Risk Management Committee. The external auditors and Audit & Risk
Committee and Audit Chair met on a number of occasions independently of Management.
64 | Monash IVF Group
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Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 4 Safeguard integrity in corporate reporting (continued)
The Audit and Risk Management Committee consists of three non-executive Independent Directors with experience
and qualifications in financial management as outlined in the Audit and Risk Management Committee Charter.
Current members of the Committee are:
• Mr Josef Czyzewski (Chair)
• Mr Richard Davis
• Mr Neil Broekhuizen
The Committee met five times during the year.
Details of the Committee members’ experience and technical expertise are set out in the directors’ biographies
which can be viewed on the Board of Directors pages in the latest Annual Report. The Audit and Risk Management
Committee Charter is available on the Monash IVF Group Limited website at
http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance
4.2 Financial Statement Approval
Monash IVF Group Limited CEO and Managing Director, Mr Michael Knaap, and CFO, Mr Malik Jainudeen,
reviewed and verified that the half year and full year reporting statements as listed in reports to the ASX and
shareholders are true and accurate. A declaration to that effect has been signed by both to declare that the
financial records have been entered and maintained as per the Corporations Act (2001) accounting standards and
they give a fair and true view of the financial position and performance of Monash IVF Group Limited. Further a
detailed questionnaire is completed by senior operational, administrative and financial management attesting to
the validity and integrity of the processes that they control prior to the approval of the financial statements. These
questionnaires are reviewed by the Audit and Risk Management Committee.
4.3 Process for verifying Periodic Corporate Reports
Monash IVF Group Limited is committed to providing security holders and other external stakeholders with timely,
consistent and transparent corporate reporting. The process which is followed to verify the integrity of periodic
corporate reports is tailored based on the nature of the relevant report, its subject matter and where it will be
published. Monash IVF Group Limited seeks to adhere to the following general principles with respect to the
preparation and verification of its corporate reporting:
•
•
•
•
periodic corporate reports prepared by, or under the oversight of, the relevant subject matter expert
for the area being reported on;
the relevant report is in compliance with any applicable legislation or regulations;
the relevant report reviewed (including any underlying data), with regard to ensuring it is not
inaccurate, false, misleading or deceptive; and
where required by law or by Monash IVF Group policy, relevant reports authorised for release by the
appropriate approver required under that law or policy.
Consistent with these principles, the non-audited sections of the Annual Report and Corporate Governance
Statement for the Reporting Period were prepared by the relevant subject matter experts and reviewed and
verified by relevant senior executives and senior managers prior to Board approval. ASX announcements (other
than administrative announcements) during the reporting period were also reviewed and approved in accordance
with the Continuous Disclosure policy, which includes review by the Board, CEO and CFO prior to publication.
Principle 5 Make timely and balanced disclosure
5.1 Continuous Disclosure
Monash IVF Group Limited is committed to effective communication with its investors and the wider community. The
Company strives to ensure that all Stakeholders, market participants, patients and the wider community are
informed in a timely manner of its activities and performance in line with its Continuous Disclosure Policy.
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CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 5 Make timely and balanced disclosure (continued)
This policy complies with the continuous disclosure obligations under the Corporation Act (2001) and the ASX Listing
Rules and as much as possible seeks to achieve and exceed best practice to promote investor confidence in Monash
IVF Group Limited.
Continuous disclosure principles and requirements are well understood by the Monash IVF Group Limited Company
Secretary and the Board of Directors and are in place to ensure all relevant information, especially of a sensitive
nature, is made available in a timely manner. Any matters requiring disclosure are raised for consideration
whenever necessary. The Monash IVF Group Limited website is structured to provide shareholders and the
community with easy access to information.
5.2 and 5.3 Material market announcements and presentations
The Company Secretary ensures that the Board receives copies of all material market announcements promptly
after they have been made and ensures that any new investor or analyst presentation is released on the ASX
before the presentation is given. The Continuous Disclosure Policy can be found on the Monash IVF Group website
at http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance.
Principle 6 Respect the rights of security holders
6.1 Communication with Shareholders
Monash IVF Group Limited ensures shareholders are fully informed of its governance processes and are notified of
any major developments affecting the Group. In line with the Monash IVF Group Limited Communication Policy the
Company's website is considered to be the primary means to provide information to all stakeholders. It has been
designed to enable information to be accessed in a clear and readily accessible manner including:
•
•
•
•
•
•
•
•
Company information including Board members;
A ‘Corporate Governance’ landing page with documents including the Company's codes, policies and
charters;
all announcements and releases to the ASX;
copies of presentations to shareholders, institutional investors, brokers and analysts;
any media or other releases;
all notices of meetings and explanatory material;
annual and half yearly reports;
any other relevant information concerning non-confidential activities of the Company including business
developments.
The Company website can be found at www.monashivfgroup.com.au where information can be clearly located
under heading:
•
•
•
Home – homepage with Company history and overview
About – information on Our People, Collaborations and Career Opportunities
Research and Innovation – lists current and published research and our scientific firsts.
6.2 Investor Relations
to
there
is a dedicated
the Company website,
In addition
Investor Relations page found at
http://ir.monashivfgroup.com.au/Investor-Centre/ which provides investors and shareholders with information on
Monash IVF Group Limited Board members, Announcements, Corporate Governance documents, Results
presentations and webcasts. The Investor Centre also acts as a portal for two way communication between the
Company and investors with links to a ‘Contact Us’ page which allows individuals to email enquiries and also
provides postal address and contact number to allow access to the Company. The Communication Policy can be
located at: http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance
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Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 6 Respect the rights of security holders (continued)
6.3 and 6.4 Attendance at Company meetings
As cited in the Monash IVF Group Limited Communications Policy, the Company encourages full participation of
Shareholders at the Annual General Meeting which provides an excellent opportunity for the Company to provide
information to its shareholders and to receive Shareholder feedback.
The next Annual General Meeting will be held on 11 November, 2022.
In the event Shareholders are not able to attend the meetings, questions can be directed to the Group for
addressing at the Annual General Meeting and the presentations and webcasts are promptly added to the website.
These can be found at http://ir.monashivfgroup.com.au/Investor-Centre/?page=Presentations-Webcasts
All resolutions put to the Annual General Meeting will be decided by way of a poll. Shareholders are also able to
direct any questions via the Group’s share registry provider, Link Market Services.
6.5 Electronic Communication
The Company recognises that electronic communication is often a more efficient and more desired form of
communication. Monash IVF Group Limited Communications Policy addresses this and accordingly Shareholders
are given the option to communicate with the Company Share Registry electronically.
The Company's email system allows staff and stakeholders to communicate with ease with Management and staff
of the Company. Doctors, employees and other stakeholders have access to this system and are encouraged to
use it to improve the flow of information and communication generally.
The Monash IVF Group Limited Communications Policy can be located at http://ir.monashivfgroup.com.au/Investor-
Centre/?page=Corporate-Governance
Principle 7 Recognise and Manage Risk
The Monash IVF Group Limited Board, primarily through the Audit and Risk Management Committee, reviews and
manages risk areas for the Group. Refer to section 4.1 for further information.
7.1 Audit and Risk Committee
The identification and appropriate management of risks is an important priority for the Monash IVF Group Limited
Board. ‘Risks’ are identified as any possible outcomes that could materially impact the Company's financial
performance, assets, reputation, people or the environment.
Risk recognition and management are viewed by the Company as integral to its objectives of creating and
maintaining shareholder value, and to the successful execution of the Company's strategies. The Audit and Risk
Management Committee oversees and governs risk management strategy and policy, to monitor risk management
and to establish procedures which seek to provide assurance that major business risks are identified, consistently
assessed and appropriately addressed.
The Committee abides by the Audit and Risk Management Committee Charter to assist the Board in fulfilling its
corporate governance and oversight responsibilities in actively identifying risks and developing appropriate
mitigating actions. The Committee adheres to the Risk Management Policy for the business which highlights the risks
relevant to Company operations and oversees that the entity is operating with due regard to the risk appetite set
by the Board.
Monash IVF Group Limited’s Audit & Risk Management Committee Charter can be found on the website at:
http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance
This Charter prescribes that the Audit and Risk Management Committee consist of at least three Board Directors
that are non-executive independent Directors.
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CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 7 Recognise and Manage Risk (continued)
7.2 Risk Management
Monash IVF Group provides a framework for risk management which supports the achievement of our strategic
and operational objectives. We are committed to maintaining an organisational philosophy and culture which
ensures that effective risk management is integrated into day to day activities.
The Group maintains a Risk Register that documents all identified risks, lists appropriate preventative actions to
mitigate risks, reviews process of risk reduction and nominates responsible persons who take ownership of the risk
strategy process. The Risk Register is reviewed by the Risk Owners, Leadership Teams and Executive Team help
determine whether risks are still current, controls are effective and identify any emerging risks, which are then
flagged to the Audit and Risk Management Committee. A review of Risk Management is undertaken annually.
Specialist software used to record adverse events and feedback ensures that exposures to risk are continually
monitored to ensure they are adequately understood and managed. This system of reporting also allows for formal
monitoring of patient safety, identification training needs and informs clinical policy decision making.
7.3 Internal Audit
Monash IVF Group Limited does not have a designated Internal Audit Function at present but the Group performs
internal audit activities from a clinical and operational perspective to ensure compliance with various external
accreditation requirements.
The CEO and CFO have key responsibilities in ensuring that internal controls are in place, operating effectively
and reviewed for continual improvement. As part of the various accreditation and licencing processes undertaken
by the business, key internal audit functions are undertaken. These audits are then made available to accreditation
and licensing bodies. Certain financial internal controls are tested by KPMG as part of their financial statement
audit procedures. The Group believes internal controls implemented such as segregation of duties, delegation
processes, treasury controls and structured approval processes counter many risks. The Group will continue to assess
whether an independent third party internal audit function or designated in-house internal audit function is required.
7.4 Risk Exposure
Monash IVF Group Limited provides assisted reproductive services in Australia and Malaysia and specialist women’s
imaging services in Australia. The Group is committed to performing services in an open and transparent
environment and in a manner that is honest and ethical. The Group embraces responsibility for corporate actions
and encourages a positive impact on the environment and stakeholders including patients, employees, investors
and the community.
Since its early pioneering days in assisted reproductive treatment, resulting in the first IVF pregnancy in 1973,
Monash IVF Group Limited has played an important role in the local communities it serves and society at large. Its
focus on evidenced based fertility care provides the opportunity to commit resources to scientific research, clinical
teaching and training. The Group’s services are offered to all and do not discriminate, including nature and
complexities of infertility.
From an ethical and social perspective, Monash IVF Group Limited and its subsidiary companies ensure national
regulation and state legislation drives the standards of care to ensure it protects its patients, donors and any
children born as a result of treatment provided by the Group.
All Monash IVF Group facilities meet the appropriate standards for accreditation including:
•
•
•
•
Assisted reproductive treatment sites in Australia are accredited with the Reproductive Technology
Accreditation Committee (RTAC) and the Group ensures appropriate documentation is held by sites,
Doctors, nurses and scientists. This accreditation incorporates components covering ethics and safety in
practice and management of adverse events.
Day surgeries are accredited with National Safety and Quality Health Service (NSQHS) standards which
ensure quality standards are consistent with an exceptional standard of care expected by consumers in
health facilities.
Diagnostic laboratories are accredited to ISO 15189 and relevant NPAAC Guidelines.
48
68 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 7 Recognise and Manage Risk (continued)
•
•
Diagnostic imaging (ultrasound) facilities are accredited with the Department of Health Diagnostic Imaging
Accreditation Scheme (DIAS).
The Group’s Malaysian clinic whilst not legally requiring the same level of regulation, operates to the
same standards having been externally accredited to the international RTAC standards.
The Group recognises that its staff and Doctors are instrumental to the success of the Organisation. Comprehensive
recruitment, credentialing, induction, training and development programs are designed to attract and retain staff
equipped to deliver outstanding customer care. Staff actively participate in the continual improvement of the
Group’s internal policies and processes and are encouraged to participate in innovation and research.
The Monash IVF Group Workplace Health and Safety Policy framework covers policies on general safety in the
workplace. Monash IVF Group Limited recognises protecting the environment is a critical issue and a key
responsibility of the Business and corporate community. Monash IVF Group is an organisation that is not involved
in manufacturing or resource extraction and hence it considers its environmental footprint to be small.
The Group adopts a philosophy of clinical excellence in an environment of safe and supportive service provision.
No material environmental or social sustainability risks have been identified. The Group adopts the approach of
a responsible corporate citizen with regard to the management of waste and hazardous materials. The Group is
not a significant consumer of electricity, water or gas and accordingly, the opportunities for material reductions in
utility consumption are limited.
The Quality Management System in place in each laboratory supports the review and monitoring of quality of
product from suppliers. New consumables undergo a full quality screening process and products are thoroughly
evaluated to review where and how products are manufactured before being used in the laboratories. All products
are reviewed formally on an annual basis to ensure they maintain quality standards and informally on a day to
day basis. Currently all Monash IVF Group clinics use predominantly products from the top two suppliers of
laboratory products in Australia in order to maintain consistency in quality.
The Group takes cyber security and its potential consequences extremely seriously. The Group has comprehensive
security arrangements in place to isolate attacks on its systems and ensure that attempted intrusions are identified
and viruses are not spread across the Group’s network or systems. The Group’s IT systems operate safely and
securely as demonstrated by a recent cyber-attack that failed to propagate through our systems. Our preventative
controls isolated the attack to a comparatively small subset of system resources, while we hardened our firewall
and email filtering to stop this and future attacks from coming through. Numerous levels of redundancy and backup
are built into the IT systems providing a high degree of system availability and protection of data. The Group
periodically engages an independent third party to review the Group’s cyber security risk. Recommendations from
these reviews continue to be implemented and the Group continues to invest to further enhance cyber security
measures in place.
Economic risk continues to be potentially material to Monash IVF Group Limited. Our services in Australia are
indirectly funded to a significant extent by the Australian Federal Government through the Medicare Benefit
Schedule and Extended Medicare Safety Net. Any change to the funding arrangements could lead to a reduction
in revenue affecting financial performance and sustainability of the Group. Market contraction and changes to
market dynamics can significantly affect business outcomes and is a risk for the Group. Market competitiveness
has heightened in recent years with the introduction of low cost providers. One area where Monash IVF Group
Limited has been integral in leading the industry has been in advocating for governing bodies to be more
transparent in reporting outcomes of treatments to allow patients to be better informed before commencing
treatment. Tightening industry standards on consistency of data gathering, outcome reporting and transparency
of results to the community will lead to improved outcomes for patients and the industry generally.
49
Annual Report 2022 | 69
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Corporate Governance Statement continued
Corporate Governance Statement
Principle 8 Remunerate fairly and responsibly
8.1 Remuneration and Nomination Committee
As outlined above under ‘Structure the Board to add value’ Monash IVF Group Limited has a combined
Remuneration and Nomination Committee which assists the Board with discharging its responsibilities to Shareholders
with regard to developing and monitoring remuneration policies and practices for Directors, Senior Executives and
employees.
The Committee works under the guidance of the Remuneration and Nomination Committee Charter and
Remuneration Policy. All members of the Committee are non-executive independent Directors.
Details of the Committee members’ experience and technical expertise are set out in the directors’ biographies
which can be viewed on the Board of Directors pages in the latest Annual Report. Details of the number of times
the Committee met throughout the period and individual attendances of the members can be viewed in the Directors
Report in the latest Annual Report.
8.2 Remuneration of executive and non-executive directors
Under the guidance of the Remuneration and Nomination Committee and the Remuneration Policy the Monash IVF
Group Limited Board has established a framework for remuneration that is designed to ensure consistent and
reasonable remuneration policies and practices are observed which optimise the attraction and retention of
directors and management and fairly rewards Directors and senior management for positive performance.
Monash IVF Group Limited remuneration practices for Executive appointments are expanded on in the
Remuneration Report. The Monash IVF Group Limited Remuneration Policy can be found on the Group website at:
http://ir.monashivfgroup.com.au/Investor-Centre/?page=Corporate-Governance
8.3 Equity Based remuneration
The Board may award incentive payments to the CEO, CFO and Senior Executives in the form of equity. The
Corporations Act prohibits key management personnel (or closely-related parties) of an ASX-listed Australian
company from entering into an arrangement that would limit their exposure to an element of their remuneration
subject to a holding lock. Equity-based awards are made on the condition that Corporations Act requirements are
complied with.
Directors and officers cannot buy and sell securities when in possession of price sensitive information and during at
minimum the following periods, referred to as Prohibited Periods:
•
the period from the end of the Company’s financial year (30 June) until the announcement of the
Company’s full year results to the ASX; the period from the end of the Company’s half year (31 December)
until the announcement of the Company’s half year results to the ASX.
Approval from the Chair is required prior to any transacting in shares contemplated by directors and Managing
Director, and approval from the Managing Director for any transacting contemplated by the CFO and Company
Secretary.
A copy of the Securities Trading Policy is available on the Company’s website. Directors and senior executives are
not permitted to hedge their exposure to Company securities. Employees, directors and senior executives are not
permitted to use Company securities as collateral in any financial transaction, including margin loan arrangements.
70 | Monash IVF Group
50
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Consolidated Statement of Profit or Loss and Other
Monash IVF Group Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Comprehensive Income
for the year ended 30 June 2022
for the year ended 30 June 2022
93
Revenue from services
Employee benefits expense(1)
Clinician fees
Raw materials and consumables used
IT and communications expense
Depreciation expense
Amortisation expense
Property expense
Marketing and advertising expense
Professional and other fees
Other expenses
Operating profit
Net finance costs
Profit before tax
Income tax expense
Net profit after tax for the year
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss:
Exchange difference on translation of foreign operations
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive income for the year
Profit attributable to:
Owners of the Company
Non-controlling interests
Profit for the year
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income for the year
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
Note
2.4,2.5
2.6
4.4
1.5
Consolidated
2022
$’000
2021
$’000
Restated (2)
192,294
183,605
(66,877)
(33,621)
(19,787)
(4,464)
(12,354)
(2,434)
(5,525)
(6,434)
(7,509)
(4,920)
28,369
(2,147)
26,222
(7,720)
18,502
(194)
(194)
18,308
18,406
96
18,502
18,212
96
18,308
(55,765)
(32,673)
(19,893)
(4,179)
(10,703)
(1,854)
(3,820)
(6,387)
(3,814)
(5,866)
38,651
(2,451)
36,200
(10,513)
25,687
(233)
(233)
25,454
25,330
357
25,687
25,097
357
25,454
1.4
1.4
4.7
4.7
6.5
6.5
(1) FY2021 Includes JobKeeper Subsidy impact of $5.06m (refer note 1.1).
(2) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
51
Annual Report 2022 | 71
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Consolidated Statement of Financial Position
Consolidated Statement of Financial Position
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Total current assets
Non current assets
Equity accounted investment
Trade and other receivables
Plant and equipment
Right of use assets
Intangible assets
Total non current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Current tax liabilities
Contingent consideration
Employee benefits
Total current liabilities
Non current liabilities
Borrowings
Lease liabilities
Contingent consideration
Employee benefits
Deferred tax liability
Total non current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Profits reserve
Retained earnings
Total equity attributable to Owners of the Company
Non-controlling interests
Total equity
Note
Consolidated
2022
$’000
2021
$’000
Restated (1)
4.5
2.1
2.2
2.1
2.4
2.5
2.6
2.3
4.3
3.1
4.3
3.1
1.5
4.1
7,874
12,516
5,254
25,644
1,052
169
30,394
64,666
258,893
355,174
380,818
19,237
-
7,131
457
483
10,867
38,175
9,764
60,335
488
1,432
731
72,750
110,925
269,893
8,761
9,523
4,217
22,501
942
460
24,940
42,350
259,273
327,965
350,466
18,559
1,629
5,840
3,137
1,205
10,710
41,080
-
38,519
628
1,239
558
40,944
82,024
268,442
506,786
(136,796)
60,662
(162,735)
267,917
1,976
269,893
506,786
(136,874)
59,009
(162,735)
266,186
2,256
268,442
(1) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
72 | Monash IVF Group
52
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Consolidated Statement of Changes in Equity
for the year ended 30 June 2022
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c
Annual Report 2022 | 73
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Consolidated Statement of Cash Flows
Consolidated Statement of Cash Flows
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Cash flows from operating activities
Receipts from customers
JobKeeper Subsidy receipts
Payments to suppliers and employees
Cash generated from operations
Income taxes paid
Net cash flows generated from operating activities
Cash flows from investing activities
Payments for plant and equipment and intangible assets
Payments for business acquisitions (including transactions costs)
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds of borrowings
Repayment of borrowings
Interest paid on borrowings
Payments of lease liabilities
Dividends paid
Net cash flows used in financing activities
Total cash flows from activities
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on foreign currency cash flows
and cash balances
Cash and cash equivalents at end of the year
Note
4.5
1.3
4.5
Consolidated
2022
$’000
2021
$’000
Restated (1)
190,684
-
(149,963)
41,720
(9,831)
31,889
183,067
7,406
(139,224)
51,249
(7,270)
43,979
(11,763)
(3,399)
(15,162)
(9,958)
(1,254)
(11,212)
26,500
(18,129)
(613)
(8,634)
(16,753)
(17,629)
11,000
(28,650)
(725)
(7,569)
(13,134)
(39,078)
(902)
(6,311)
8,761
15,072
15
7,874
-
8,761
(1) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
74 | Monash IVF Group
54
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
Contents
Section 1:
Our financial performance
Revenue and Expenses
1.1
1.2 Operating segments
Dividends
1.3
Earnings per share
1.4
Taxation
1.5
Section 3:
Our people
3.1
3.2
3.3
Employee benefits
Share-based payments
Key management personnel
Section 2:
Our operating asset base
2.1
2.2
2.3
2.4
2.5
2.6
Trade and other receivables
Inventory
Trade and other payables
Plant and equipment
Right of Use Assets
Intangible assets
Section 4:
Our funding structure
4.1
4.2
4.3
4.4
4.5
Share capital and reserves
Financial risk management
Borrowings
Net finance costs
Cash and cash equivalents
Section 5:
Our business portfolio
Section 6:
Other disclosures
5.1
5.2
5.3
5.4
Controlled entities
Investments accounted for using the equity method
Parent entity
Deed of cross guarantee
6.1
6.2
6.3
6.4
6.5
6.6
6.7
Auditors’ remuneration
Comparative Balances
Events occurring after the reporting period
Commitment and contingencies
Reporting entity
Basis of preparation
New standards and interpretations
55
Annual Report 2022 | 75
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
Section 1
Our Financial Performance
This section provides information that is most relevant to understanding the financial performance of
the Group during the financial year and, where relevant, the accounting policies applied and the
critical judgements and estimates made.
1.1 Revenue and Expenses
1.4 Earnings per Share
1.2 Operating Segments
1.5 Taxation
1.3 Dividends
1.1 Revenue and Expenses
Revenue recognition
Revenue is recognised when performance obligations have been satisfied, recovery of the consideration is
probable and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the
consideration received or receivable.
Rendering of services
Revenue from rendering of services is recognised on completion of services provided. Revenue is recognised when
the customer has consumed the benefits of the service, whether on completion of a medical procedure, on supply
of drugs, or on completion of analytical tests. If payments received from patients exceed the revenue recognised,
the difference is recognised as deferred revenue.
Deferred revenue
Fees for fertility treatment paid in advance of performing the service are recognised as deferred revenue until
the time the service is rendered to the customer when the fees are recognised as revenue.
Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the
grant will be received and the Group will comply with all attached conditions. Government grants relating to costs
are recognised in comprehensive income over the period necessary to match them with the costs that they are
intended to compensate.
In March 2020, the Australian Government announced the introduction of JobKeeper, an economic response
package to the Coronavirus pandemic. Under the JobKeeper grant, businesses impacted by the Coronavirus were
able to access a subsidy from the Government to continue paying their employees. Employers who have turnover
under $1 billion were eligible for the subsidy if their turnover reduces by more than 30 per cent relative to the
comparable prior year period for at least a month between April and September 2020. The COVID-19 impact
on the group turnover in April 2020 resulted in a greater than 30% reduction compared to April 2019 due to the
temporary suspension of IVF procedures requiring hospitalisation between 25 March and 27 April 2020 in
Australia. Accordingly, the Group was eligible to claim a fortnightly payment of $1,500 per eligible employee
from 30 March 2020 to 30 September 2020.
JobKeeper payments receivable from the ATO are recognised by a ‘for profit’ entity as a government grant as
the payment is a wage subsidy provided by the Government with the objective of keeping the organisation
connected with the economy and their workers during the COVID-19 pandemic period between April and
September 2020. The related amounts paid to employees are recognised as employee benefit expenses. The
JobKeeper payment is recognised only when there is reasonable assurance that the organisation will comply with
the conditions and that the grant will be received. The income is recognised in profit and loss matching the
employee salary expense which is what the grant was intended to compensate.
76 | Monash IVF Group
56
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
1.1 Revenue and Expenses (continued)
As a government grant, there is an accounting policy choice whereby the organisation presents the grant income
gross from the expense or net of the related expense. The grant income has been disclosed net of the related
employee expense as the subsidy support was used to fund existing employee wages during the period.
The grant amount recognised in employee benefits expense is $0.0m (FY21: $5.7m).
1.2 Operating segments
The Group determines and presents operating segments based on information that internally is provided to and
used by the Chief Executive Officer, who is the Group’s Chief Operating Decision Maker (CODM). An operating
segment is a component of the Group that engages in business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.
The financial results of each operating segment are regularly reviewed by the Group’s Chief Executive Officer in
order to make decisions about resources to be allocated to the segment and assess its performance, and for which
discrete financial information is available.
Segment results that are reported to the Chief Executive Officer include items directly attributable to a segment,
as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets,
head office expenses and income tax assets and liabilities. Segment capital expenditure is the total cost incurred
during the period to acquire property, plant and equipment and intangible assets other than goodwill.
The basis of inter-segmental transfers is market pricing. Results are calculated before consideration of net
borrowing costs and tax expense.
Identification of reportable operating segments
The two geographic segments being Australia and International reflect Monash IVF Group’s reporting structure to
the CODM. Monash IVF Group considers that the two geographic segments are appropriate for segment reporting
purposes under AASB 8 “Operating Segments”. These segments comprise the following operations:
- Monash IVF Group Australia: provider of Assisted Reproductive Services, Ultrasound and other related services.
- Monash IVF Group International: provider of Assisted Reproductive Services in South East Asia.
57
Annual Report 2022 | 77
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Segment results
2022
Total revenue – external
Underlying EBIT (before non-recurring items)(1)
Acquisition costs (1)
Commissioning costs (1)
Fertility Solutions Earn Out(1)
Reported EBIT
Net finance costs
Profit before income tax expense
Income tax expense
Profit for the year
Depreciation and amortisation expense
Segment assets
Acquisition of plant and equipment and intangibles
Segment liabilities
2021(Restated) (3)(4)
Total revenue – external
Underlying EBIT (before non-recurring items)(2)
Proceeds from JobKeeper(2)
Fertility Solutions Earn Out(2)
Sydney CBD clinic premise costs(2)
Reported EBIT
Net finance costs
Profit before income tax expense
Income tax expense
Profit for the year
Depreciation and amortisation expense
Segment assets
Acquisition of plant and equipment and intangibles
Segment liabilities
Monash IVF
Group Australia
$’000
182,098
30,578
(2,142)
(1,855)
(395)
26,186
(2,110)
24,076
(7,062)
17,014
(14,073)
365,305
11,759
104,235
Monash IVF
Group
Australia
$’000
172,902
31,456
5,058
(678)
(848)
34,988
(2,350)
32,638
(9,652)
22,986
(11,917)
336,543
9,916
79,124
Monash IVF
Group
International
$’000
10,196
2,831
-
(648)
-
2,183
(37)
2,146
(658)
1,488
(715)
15,513
499
6,690
Monash IVF
Group
International
$’000
10,703
3,663
-
-
-
3,663
(101)
3,562
(861)
2,701
(640)
13,923
117
2,900
Total
$’000
192,294
33,409
(2,142)
(2,503)
(395)
28,369
(2,147)
26,222
(7,720)
18,502
(14,788)
380,818
12,258
110,925
Total
$’000
183,605
35,119
5,058
(678)
(848)
38,651
(2,451)
36,200
(10,513)
25,687
(12,557)
350,466
10,033
82,024
(1) Non-regular items include transaction costs on acquisition opportunities ($2,141,934 pre-tax), commission costs including
lease expenditures ($2,502,703 pre-tax) and Fertility Solutions Earn Out Fair Value adjustment ($395,306).
(2) Non-regular items include JobKeeper Subsidy impact ($5,058,000 pre-tax), Sydney CBD activity ($848,000 pre-tax), and
Fertility Solutions Earn Out Fair Value adjustment ($678,000).
(3) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software
as a Service (refer to note 6.2).
(4) 30 June 2021 amounts have been restated due to business development and related costs relating to Asia, previously
reported as part of the Australian segment. In FY22, these amounts have been reported as part of the individual segment,
and the FY21 segment results reflect the reclassification of costs amounting to $583,311 from Australia.
78 | Monash IVF Group
58
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
1.3 Dividends
Dividends during the year
Franking
Payment
Date
Per share
(cents)
2022
$’000
2021
$’000
Fully franked
4 April 2022
Fully franked
8 October 2021
2.2
2.1
8,571
8,182
8,182
-
Interim dividend in respect
of the current financial year
Final dividend in respect of
the prior financial year
Total
Current liability – Dividend payable
Paid in cash during the year
Dividend franking account
Amount of franking credits available at 30 June
to shareholders for subsequent financial years
4.3
16,753
8,182
-
16,753
4,952
13,134
11,010
11,998
Monash IVF Group’s dividend policy is to target a payout ratio of between 60% and 70% of Statutory NPAT. The
level of payout ratio is expected to vary between periods depending on general operating conditions, operating
cashflow and profit, funding, strategic growth opportunities and availability of franking credits.
Subsequent to 30 June 2022, the Board has declared a fully franked 2022 final dividend of 2.2 cents per share.
Total dividend declared for FY22 is 4.4 cents. The aggregate amount of the proposed dividend expected to be
paid out of retained profits at 30 June 2022, but not recognised as a liability at year end is $8,571,966.
1.4 Earnings per share
Earnings per share
Basic earnings per share
Diluted earnings per share
Profit attributable to ordinary shareholders
2022
Cents per share
4.7
4.7
2022
$’000
2021
Cents per share
(Restated) (2)
6.5
6.5
2022
$’000
(Restated) (2)
Profit after income tax attributable to the ordinary shareholders used
in calculating basic and diluted earnings per share
18,406
25,330
Weighted average number of shares
Weighted average number of ordinary shares used in calculating
basic earnings per share
Adjustments for calculation of diluted earnings per share (1)
Weighted average number of ordinary shares used in calculating
diluted earnings per share
2022
Number
2021
Number
389,634,840
389,634,840
1,908,165
1,309,892
391,543,005
390,944,732
(1) The calculation of the weighted average number of shares has been adjusted for the effect of share based rights granted
from the date of issue. Refer to Section 3.2 for further details.
(2) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software
as a Service (refer to note 6.2).
59
Annual Report 2022 | 79
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
1.4 Earnings per share (continued)
Basic earnings per share
The calculation of basic earnings per share has been based on profit attributable to ordinary shareholders and
weighted average number of ordinary shares outstanding.
Diluted earnings per share
The calculation of diluted earnings per share has been based on profit attributable to ordinary shareholders and
weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential
ordinary shares.
1.5 Taxation
Income Tax expense
Current tax
Deferred tax
Under/(over) provided in prior year
Total income tax expense
2022
$’000
7,782
(305)
243
7,720
2021
$’000
Restated (1)
11,319
(894)
88
10,513
Numerical reconciliation of income tax expense to prima facie tax
payable
Profit before income tax expense
Tax at the Australian tax rate of 30% (2021: 30%)
Tax effect of amounts which are not deductible in calculating taxable
income:
Effect of tax rates in foreign jurisdiction
Research and development
Other items
Under/(over) provision of previous year
Income tax expense
26,222
7,867
36,200
10,860
(129)
(250)
(11)
243
7,720
(256)
(250)
71
88
10,513
(1) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that
it relates to a business combination, or to items recognised directly in equity or in other comprehensive income (OCI).
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date.
80 | Monash IVF Group
60
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2022
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(
Annual Report 2022 | 81
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
1.5 Taxation (continued)
Recognition and Measurement
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for the following temporary differences:
•
•
The initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries
and associates and jointly controlled entities to the extent that it is probable that they will not reverse in
the foreseeable future.
In addition, deferred tax is not recognised for taxable temporary differences arising on the initial
recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Offsetting deferred tax
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their assets and
liabilities will be realised simultaneously.
Tax consolidation
Monash IVF Group Limited and its wholly Australian owned controlled entities are part of a tax consolidation group
under Australian taxation law. Monash IVF Group Limited is the head entity in the tax-consolidated group. Entities
within the tax consolidated group have entered into a tax funding arrangement and a tax sharing agreement with
the head entity. Under the terms of the tax funding arrangement, Monash IVF Group Limited and each of the
entities in the tax consolidated group have agreed to pay (or receive) a tax equivalent payment to (or from) the
head entity, based on the current tax liability or current tax asset of the entity.
Key estimate and judgement:
Recovery of deferred tax assets
Key estimate and judgement:
Income taxes
A deferred tax asset is recognised to the extent that it
is probable that future taxable profits will be
available against which the temporary difference can
be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is
no longer probable that the related tax benefit will be
realised.
The Group is subject to income taxes in Australia and
jurisdictions where
foreign operations.
it has
Judgement is required in determining the worldwide
provision for income taxes and in assessing whether
deferred tax balances are recognised on the statement
of financial position. Changes in circumstances will
alter expectations, which may impact the amount of
provision for income taxes and deferred tax balances
recognised.
82 | Monash IVF Group
62
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
Section 2
Our Operating Asset Base
This section provides information relating to the Group’s Operating Base, highlighting the primary
operating assets used and liabilities incurred to support the Group’s operating activities.
2.1 Trade and other receivables
2.4 Plant and equipment
2.2 Inventory
2.5 Right of use of assets
2.3 Trade and other payables
2.6 Intangible assets
2.1 Trade and other receivables
Current
Trade receivables
Provision for expected credit losses
Net trade receivables
Other debtors
Accrued income
Prepayments
GST receivable
Total current trade and other receivables
Non current
Other debtors
Provision for expected credit losses
2022
$’000
5,067
(846)
4,221
2,290
559
4,063
1,383
12,516
2021
$’000
5,030
(831)
4,199
731
328
2,942
1,323
9,523
169
460
The consolidated entity has recognised an expense of $15,000 (2021: $84,000) in profit or loss in respect of
impairment of receivables for the year ended 30 June 2022. The increase in provision for expected credit losses
during the year was predominately driven to reflect counterparties that have been impacted by the current
economic environment.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised costs using the
effective interest method less provision for expected credit losses. A financial asset (including trade receivables)
not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there
is any objective evidence that it is impaired. AASB 9 replaced the ‘incurred loss model’ in AASB 139 with an
‘expected credit loss’ (ECL) model. Loss allowances for trade receivables are measured at an amount equal to 12
month ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience, debtor ageing and credit assessment including forward-looking
information.
Credit Risk
Credit risk is the risk of financial loss to the Group if a patient or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Group’s trade receivables, being patients.
63
Annual Report 2022 | 83
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
2.1 Trade and other receivables (continued)
Patient fees for most treatments are received in advance and recognised as deferred revenue if the procedure is
yet to be performed. This reduces the risk of non-collectability. Outstanding receivables predominantly relate to
amounts owing from Medicare and storage fee patient accounts. Payment reminder notices are issued to patients
with outstanding balances at 30, 60 and 90 days. After which, collection of this debt may be handled by a
collection agency. The Group does not have any material credit risk exposure to any single receivable or group
of receivables under financial instruments entered into by the Group.
Prepayments
Payments made for the receiving of goods or services rendered in future years are recognised as a prepayment.
2.2 Inventory
Consumables – at cost
Total inventory
2022
$’000
5,254
5,254
2021
$’000
4,217
4,217
Inventories are recorded using the FIFO method and are valued at the lower of cost and net realisable value.
Inventories include medical supplies to be consumed in providing future patient services.
2.3 Trade and other payables
Current
Trade payables
Accrued expenses
Deferred revenue
Total trade and other payables
2022
$’000
3,340
7,238
8,659
19,237
2021
$’000
2,245
9,019
7,295
18,559
Trade and other payables are carried at amortised cost and are not discounted. These amounts represent liabilities
for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts
are unsecured and are paid in accordance with vendor terms.
2.4 Plant and equipment
Cost
Opening balance at 1 July
Additions
Closing balance at 30 June
Accumulated depreciation and impairment losses
Opening balance at 1 July
Depreciation for the year
Closing balance at 30 June
Carrying amount
At 1 July (Opening balance)
At 30 June (Closing balance)
84 | Monash IVF Group
2022
$’000
68,202
10,203
78,405
(43,262)
(4,749)
(48,011)
24,940
30,394
2021
$’000
58,169
10,033
68,202
(39,058)
(4,204)
(43,262)
19,111
24,940
64
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
2.4 Plant and equipment (continued)
Capital commitments
Expenditure contracted for but not recognised as liabilities:
Capital plant and equipment
2022
$’000
13,598(1)
2021
$’000
613(1)
(1) Capital plant and equipment includes the new Melbourne, Darwin, Penrith, Brisbane, Bali and Gold Coast fertility clinic and day hospital
projects in development.
Items of plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment
losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self
constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing
the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring
the site on which they are located and capitalised borrowing costs. When parts of an item of plant and equipment
have different useful lives, they are accounted for as separate items (major components) of plant and equipment.
Gains and losses on disposal of an item of plant and equipment are determined by comparing the proceeds from
disposal with the carrying amount of plant and equipment and are recognised on a net basis within “other income”
in profit or loss. The cost of replacing part of an item of plant and equipment is recognised in the carrying amount
of the item if it is probable that the future economic benefits embodied with the part will flow to the Group and its
cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-
to-day servicing of the plant and equipment are recognised in profit or loss as incurred.
Key estimate and judgement:
Depreciation
The Group’s plant and equipment are depreciated over their useful economic lives between 2-10 years.
Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is
recognised in profit or loss on a straight line basis over the estimated useful lives of each part of an item of plant
and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits
embodied in the asset.
2.5 Right of Use Assets
Leases as lessee
$’000
Cost
Opening balance at 1 July
Additions / modifications
Disposals
Closing balance at 30 June
Accumulated depreciation
Opening balance at 1 July
Depreciation for the year
Disposals
Closing balance at 30 June
Carrying amount
At 1 July (Opening balance)
At 30 June (Closing balance)
Buildings
2022
Equipment
Total
68,322
30,394
(1,479)
97,237
(27,171)
(7,429)
1,006
(33,594)
1,770
70,092
- 30,394
(1,479)
-
99,007
1,770
(571)
(176)
(27,742)
(7,605)
- 1,006
(34,341)
(747)
41,151
63,643
1,199
1,023
42,350
64,666
65
Annual Report 2022 | 85
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
2.5 Right of Use Assets (continued)
$’000
Cost
Opening balance at 1 July
Additions / modifications
Disposals
Closing balance at 30 June
Accumulated depreciation
Opening balance at 1 July
Depreciation for the year
Disposals
Closing balance at 30 June
Carrying amount
At 1 July (Opening balance)
At 30 June (Closing balance)
Buildings
2021
Equipment
Total
57,705
12,397
(1,780)
68,322
(22,566)
(6,323)
1,718
(27,171)
1,770
59,475
- 12,397
(1,780)
-
70,092
1,770
(395)
(176)
-
(571)
(22,961)
(6,499)
1,718
(27,742)
35,139
41,151
1,375
1,199
36,514
42,350
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost less any accumulated depreciation and impairment losses and adjusted for certain
remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if
the rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by the lease
payment made. It is remeasured when there is a change in future lease payments arising from a change in an
index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee,
or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to
be exercised or a termination option is reasonably certain not to be exercised. The Group has applied judgement
to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The
assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which
significantly affects the lease liabilities and right-of-use assets recognised.
The Group leases property and equipment. The leases typically run for a period of between one to ten years,
with an option to renew the lease after this date. Lease payments are renegotiated at periods to reflect market
rentals. The Group has elected not to recognise right of use assets and lease liabilities for short term and/or low
value assets such as IT and office equipment.
Amounts recognised in profit and loss
Depreciation on right of use assets
Interest on lease liabilities
Expenses relating to low value assets
Amounts recognised in statement of cash flows
Payments of lease liabilities
2022
$’000
7,605
1,720
73
8,634
2021
$’000
6,499
1,386
89
7,569
66
86 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
2.5 Right of Use Assets (continued)
Extension options
Some leases contain extension options exercisable by the Group up to one year before the end of the non-
cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to
provide operational flexibility. The extension options held are exercisable by the Group and not by the lessors.
The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options.
The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or
significant changes in circumstances within its control. The Group has estimated that the potential future lease
payments, should it exercise the extension option, would result in an increase in lease liability of $5.9 million.
2.6 Intangible assets
$’000
2022
Net book value
Balance at 1 July 2021(1)
Additions
Amortisation expense
Balance at 30 June 2022
At 30 June 2022
Cost
Accumulated amortisation and
impairment losses
Balance at 30 June 2022
2021
Net book value
Balance at 1 July 2020
Amortisation expense
Balance at 30 June 2021(1)
At 30 June 2021
Cost
Accumulated amortisation and
impairment losses
Balance at 30 June 2021(1)
Goodwill
Software
Trademark
Total
233,169
-
-
233,169
233,169
-
233,169
233,169
-
233,169
233,169
-
233,169
6,259
2,054
(2,434)
5,879
14,093
(8,214)
5,879
8,113
(1,854)
6,259
12,039
(5,780)
6,259
19,845
-
-
19,845
19,845
-
19,845
19,845
-
19,845
19,845
-
19,845
259,273
2,054
(2,434)
258,893
267,107
(8,214)
258,893
261,127
(1,854)
259,273
267,060
(7,787)
259,273
(1) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
Software
Software has a finite useful life and is carried at cost less accumulated amortisation and impairment losses. The
cost of system development, including purchased software, is capitalised and amortised over the estimated useful
life, being three to eight years. Amortisation methods, useful lives and residual values are reviewed at each
financial year end and adjusted if appropriate.
67
Annual Report 2022 | 87
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
2.6 Intangible assets (continued)
Software-as-a-Service (SaaS) arrangements
SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s
application software over the contract period. As such, the Group does not receive a software intangible asset at
the contract commencement date.
The following outlines the accounting treatment of costs incurred in relation to SaaS arrangements:
- Costs recognised as an operating expense over the term of the service contract include fees for use of
-
application software and customization costs.
Costs recognised as an operating expense as the service is received include configuration costs, data
conversion and migration costs, testing costs and training costs.
- Costs incurred for the development of software code that enhance or modifies or creates additional capability
to an existing on premise system, and meets the definition of and recognition criteria for an intangible asset
are recognized as intangible software assets.
Trademark
Trademarks are reported at historical cost less impairment. Trademarks have an indefinite useful life where there
is no expiry and no foreseeable limit on the period of time over which these assets are expected to contribute to
the cash flows of the Group. Similar to goodwill, these are tested for impairment annually.
Goodwill
Goodwill on consolidation represents the excess of the cost of an acquisition over the fair value of the Group’s
share of net identifiable assets of the acquired entities at the date of acquisition. Goodwill on the acquisition of
subsidiaries is included in intangible assets. Goodwill is measured at cost less accumulated impairment losses.
Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it
might be impaired.
Impairment testing
Goodwill and other indefinite life intangible assets become impaired when their carrying value exceeds their
recoverable amount. Recoverable amount is the greater of fair value less costs to sell or value in use. In determining
the recoverable amount, judgments and assumptions are made in the determination of likely net sale proceeds or
in the determination of future cash flows which support a value in use. Specifically, with respect to future cash
flows, judgments are made in respect to the quantum of those future cash flows and the discount rates (cost of
capital and debt) applied to determining the net present value of these future cash flows.
The carrying amounts of the Group’s non financial assets are reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the
smallest group of assets that generates cash inflows of other assets or groups of assets (the ‘cash-generating’ units).
The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair
value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated
first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amount
of the other assets in the CGU (group of CGUs) on a pro rata basis. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation and amortisation, if no impairment loss had been recognised.
88 | Monash IVF Group
68
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
2.6 Intangible assets (continued)
The following CGUs were tested for impairment during the year:
Goodwill and trademark allocated to:
Australia
Ultrasound
International
2022
$’000
219,030
28,232
5,752
253,014
2021
$’000
219,030
28,232
5,752
253,014
Impairment testing assumptions
The recoverable amount of a CGU is based on value-in-use calculations. The following key assumptions were
utilised for the impairment testing:
-
The respective discount rate was a pre-tax measure based on the rate of 10 year Government bonds issued
by the Australian and Malaysian Government respectively in the relevant market, adjusted for a risk premium
to reflect the increased risk of investing in equities generally and the systemic risk of the specific CGU. A pre-
tax discount rate of 10.5% (FY21: 10.4%) for the Australian CGU, 10.5% (FY21: 10.4%) for the Ultrasound
CGU and 11.5% (FY21: 11.1%) for the International CGU was applied in determining the recoverable
amount. The discount rate and related risk factors also had regard to the current COVID-19 environment.
- Cash flow forecasts are based on the Board-approved FY23 budget, projected for four years plus a terminal
value. The FY23 budget reflects management’s best estimate of forecast operating performance having
regard to the IVF markets in Australia and Malaysia, anticipated ultrasound activity as the business emerges
from COVID-19 impacted operational challenges and economic uncertainties during and post the COVID-19
pandemic.
- A long-term growth rate into perpetuity of 3.0% (FY21: 2.5%) has been determined based on an assessment
of historical growth rates, expectations of future growth rates and market specific dynamics.
Impact of possible changes in key assumptions
All CGU’s in the Group have been tested for impairment and have met their required hurdle rates to support the
current carrying values. Any reasonable possible change to relevant assumptions and inputs would not result in
the recoverable amount being lower than the carrying amount, noting that recovery of the Ultrasound CGU to
historical levels of activity is a key input in the Group’s assessment..
Result of Impairment testing
The recoverable amount of all CGU’s are deemed recoverable.
69
Annual Report 2022 | 89
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
Section 3
Our People
This section provides financial insight into employee reward and recognition for creating a high
performance culture and the Group’s ability to attract and retain talent. This section is to be read in
conjunction with the Remuneration Report, as set out in the Directors Report.
3.1 Employee benefits
3.3 Key management personnel
3.2 Share-based payments
3.1 Employee benefits
Current liability
Long service leave
Annual leave
Total current employee benefits
Non current liability
Long service leave
Total non current employee benefits
Total employee benefits provision
Provision for employee benefits
2022
$’000
5,305
5,562
10,867
1,432
1,432
12,299
2021
$’000
5,483
5,227
10,710
1,239
1,239
11,949
Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits are expected to
be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration
rates which are expected to be paid when the liability is settled. All other employee benefits are measured at
their present value of the estimated future cash outflow to be made in respect of services provided by the employees
up to the reporting date. The discount rate is the yield at the reporting date on corporate bonds issued by the
relevant markets that have maturity dates approximating the terms of the Group’s obligations.
3.2 Share-based payments
Senior executives’ long-term incentive plan
The Group will provide benefits to certain employees in the form of share-based payment options and/or
performance rights. The fair values of these instruments granted under the plans are recognized as an employee
benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognized
over the period during which the employee becomes unconditionally entitled to the instruments.
Fair value is measured at grant date using a combination of Binomial tree and Monte-Carlo Simulation models, for
the respective performance hurdles. The valuation was performed by an independent valuer which models the
future security price.
The fair value of the instruments granted excludes the impact of any non-market vesting conditions. Non-market
vesting conditions are included in assumptions about the number of instruments that are expected to become
exercisable. At each reporting date, the entity revises its estimate of the number of instruments that are expected
to become exercisable.
The employee benefit expense recognised each period takes into account the most recent estimate. The impact of
the revision to original estimates, if any, is recognised in profit and loss with a corresponding adjustment to equity.
Under the Company’s Long Term Incentive (“LTI”) Plan, awards constituting share appreciation rights, performance
rights or options, or any different class or category of award on such terms as the Board determines, may be
offered to eligible persons selected by the Directors. Key management personnel and other senior management
are eligible to participate under the LTI Program.
70
90 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
3.2 Share-based payments (continued)
The senior executive LTI are performance rights plans with vesting rights dependent upon the satisfaction of pre-
defined performance hurdles and continuous employment. Current performance hurdles are based on achievement
of pre-defined Earning Per Share (“EPS”) Hurdle and a Total Shareholder Return (“TSR”) Hurdle over a three year
performance period. The Board may amend the performance hurdles or specify a different performance hurdle(s)
if it considers it necessary. For further detail on the specific LTI plans, refer to the Remuneration Report.
Long term incentive program (equity settled)
A description of the equity plans applicable during the year are described below:
Grant date
Vesting conditions
(2022 Plan)
19 November 2021
(2021 Plan)
16 October 2020
(2020 Plan)
16 October 2019
(2019 Plan)
20 December 2018
EPS - Subject to meeting certain EPS hurdles and 3 year service period to 30 June 2024
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the
11th trading day after the FY24 results announcement
EPS - Subject to meeting certain EPS hurdles and 3 year service period to 30 June 2023
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the
11th trading day after the FY23 results announcement
EPS - Subject to meeting certain EPS hurdles and 3 year service period to 30 June 2022
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the
11th trading day after the FY22 results announcement
EPS - Subject to meeting certain EPS hurdles and 3 year service period to 30 June 2021
TSR - Subject to Total Shareholder Return hurdles and a 3 year service period to the
11th trading day after the FY21 results announcement
71
Annual Report 2022 | 91
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
3.2 Share-based payments (continued)
Key estimate and judgement: Share-based payments
As a result of the combination of non-market (EPS) and market (TSR) vesting conditions, the fair value of the share
rights plan has been measured using Binomial tree and Monte Carlo simulation respectively. The inputs used in the
measurement of the fair values at grant date of the equity-settled share based payment plans were as follows:
Fair value at grant date (EPS condition)
Fair value at grant date (TSR condition)
Share price at grant date
Expected volatility – Monash IVF
Expected volatility – ASX 300 Healthcare Index
Expected life (years)
Expected dividends
Risk free interest rate (based on government bonds)
2022
$0.93
$0.49
$0.93
40%
16%
6
0.00%
0.95%
2021
$0.61
$0.32
$0.62
40%
16%
6
0.00%
0.13%
2020
$0.94
$0.46
$0.94
35%
15%
6
6.0%
0.83%
2019
$1.00
$0.45
$1.00
30%
15%
6
6.0%
1.88%
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price,
particularly over the historical period commensurate with the expected term. The expected term of the instruments
has been based on historical experience and general instrument holder behavior.
Reconciliation of outstanding performance rights
The number of performance rights under the company’s long-term incentive plan were as follows:
2022
Grant Date
20 Dec 2018
16 Oct 2019
16 Oct 2020
19 Nov 2021
Expiry Date
30 June 2021
30 June 2022
30 June 2023
30 June 2024
Balance at
1July 2021
40,359
368,012
901,521
-
1,309,892
Granted
during
the year
-
-
-
917,992
917,992
Lapsed
during the
year
Forfeited
during the
year
Vested
during the
year
Balance at
30 June
2022
(40,359)1
(184,006)2
-
-
(224,365)
-
-
(45,281)3
(50,073)
(95,354)
-
-
-
184,006
-
856,240
867,919
-
- 1,908,165
(1)
(2)
(3)
TSR vesting conditions for performance rights granted in FY19 were not satisfied therefore these rights lapsed.
EPS vesting conditions for performance rights granted in FY20 were not satisfied therefore these rights lapsed.
Forfeited due to not satisfying service conditions.
2021
Grant Date
29 Jan 2018
20 Dec 2018
16 Oct 2019
16 Oct 2020
Expiry Date
30 June 2020
30 June 2021
30 June 2022
30 June 2023
Balance at
1July 2020
47,605
134,531
368,012
-
550,148
Granted
during
the year
-
-
-
901,521
901,521
Lapsed
during the
year
Forfeited
during the
year
Vested
during the
year
Balance at
30 June
2021
(47,605)1
(94,172)2
-
-
(141,777)
-
-
-
-
-
-
-
-
40,359
- 368,012
- 901,521
- 1,309,892
(1)
(2)
TSR vesting conditions for performance rights granted in FY18 were not satisfied therefore these rights lapsed.
EPS vesting conditions for performance rights granted in FY19 were not satisfied therefore these rights lapsed
92 | Monash IVF Group
72
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
3.3 Key management personnel
Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Total key management personnel compensation
2022
$
2,127,923
138,639
250,640
2,517,202
2021
$
2,483,141
128,914
114,476
2,726,531
For further information on key management personnel refer to the Remuneration Report.
Transactions with key management personnel and related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
73
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OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements continued
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Section 4
Our Funding Structure
This section provides information relating to the Group’s capital structure and its exposure to
financial risk, how they affect the Group’s financial position and performance, and how the risks are
managed.
The Directors determine the appropriate capital structure of Monash IVF, specifically how much is
raised from the shareholders (equity) and how much is borrowed from financial institutions (debt) in
order to finance the current and future activities of the Group. The Directors review the Group’s
capital structure regularly and do so in the context of the Group’s ability to continue as a going
concern, to invest in opportunities that grow the business and enhance shareholder value.
4.1 Share capital and reserves
4.4 Net finance costs
4.2 Financial risk management
4.5 Cash and cash equivalents
4.3 Borrowings
4.1 Share capital and reserves
Opening balance at 1 July 2021
Closing balance at 30 June 2022
Number of shares
issued
389,634,840
389,634,840
$’000
506,786
506,786
Ordinary shares
Ordinary shares are classified as share capital. Ordinary shares entitle the holder to participate in dividends and
the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.
Ordinary shares entitle the holder to one vote, either in person or by proxy, at a meeting of the Company.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor and market confidence and to
sustain future growth of the business. Management monitors the return on capital as well as the level of dividends
to ordinary shareholders. The Board of Directors seeks to maintain a balance between the higher returns that might
be possible with higher levels of borrowings and the advantages and security afforded by a sound capital structure.
In order to maintain an optimal capital structure, the Group may amend the amount of dividends declared and
paid, return capital to shareholders or increase borrowings or equity to fund growth and future acquisitions.
Other equity reserve
The other equity reserve represents the difference between the issued capital in Healthbridge Enterprises Pty Ltd
and Monash IVF Group Ltd on 26 June 2014, being the date Monash IVF Group Ltd acquired Healthbridge
Enterprises Pty Ltd.
Profits reserve
The profits reserve comprises the transfer of net profit for the period and characterises profits available for
distribution as dividends in future periods.
94 | Monash IVF Group
74
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
4.1 Share capital and reserves (continued)
Share option reserve
Share option reserve represents the grant-date fair value of equity-settled share-based payment awards granted
to employees, which is generally recognised as an expense, with corresponding increase in equity over the vesting
period of the awards.
Hedge reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow
hedging instruments related to highly probable forecast transactions. The hedging reserve is used to record gains
or losses on derivatives that are designated and qualify as cash flow hedges and that are recognised in OCI.
Amounts are reclassified to profit or loss when the associated hedged transaction affects profit or loss.
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations.
Escrow arrangements
The following ordinary shareholders have entered into voluntary escrow arrangements in relation to certain
ordinary shares they hold in Monash IVF Group Ltd. An ‘escrow’ is a restriction on sale, disposal, or encumbering
of, or certain other dealings in respect of, the Shares concerned for the period of the escrow, subject to exceptions
set out in the escrow arrangement.
Doctors (1) (2)
Sydney Ultrasound for Women(3)
Total
30 June 2022
30 June 2021
Number of
shares subject
to escrow (m)
13.8
1.2
15.0
Escrowed
shares (as a %
of shares on
issue
3.5%
0.3%
3.8%
Number of
shares subject
to escrow (m)
14.3
1.2
15.5
Escrowed shares
(as a % of
shares on issue)
Escrowed shares
(as a %
3.7%
0.3%
4.0%
(1)
FY22 Includes 1.0m shares subject to escrow held by Richard Henshaw (Executive Director) (FY21:1.0m shares)
(2) Doctors
The escrow applied to a pre-IPO Doctor was calculated by reference to the aggregate value of that person’s pre-
reorganisation equity interests in Healthbridge Enterprises Pty Ltd as follows:
Shares equivalent to 10% of a Doctor’s interest prior to the re-organisation were held in short-term escrow, with
3.33% released each year from escrow on the first trading day in Shares following the Company’s FY15, FY16
and FY17 financial results announcements to the ASX. This concluded the release of the pre-IPO doctor short-term
escrow.
Shares held in long-term escrow are subject to the following conditions:
1.
Shares equivalent to 20% of a Doctor’s interest prior to the re-organisation will be released when the
Doctor reaches the age of 63. These shares may be otherwise released from escrow in the following
circumstances:
-
for Doctors who were aged 63 or older at the time of re-organisation or who turned 63 within two
years of Completion, these shares can be released from escrow from June 2016; or
- where a Doctor becomes a ‘relocated leaver’ (as described below), these Shares can be released
from escrow five years after the date that they become a ‘relocated leaver’; or
- where a Doctor dies or leaves the Group as a result of becoming permanently disabled or seriously
disabled, these shares can be released from escrow on the date of the relevant occurrence (as resolved
by the Board acting reasonably); or
if the Board determines to release the shares from escrow earlier.
-
75
Annual Report 2022 | 95
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
4.1 Share capital and reserves (continued)
2.
Shares equivalent to 20% of a Doctor’s interest prior to re-organisation can be released from escrow:
-
on retirement by the Doctor from the ARS industry (provided a Doctor must have used their best
endeavours to transition their practice to another Doctor to the satisfaction of the Board); or
if the Doctor becomes a ‘good leaver’ or a ‘relocated leaver’ (as described below); or
five years after the Doctor leaves Monash IVF Group in other circumstances.
-
-
Doctors will be able to sell any non-escrowed Shares at any time, subject to complying with insider trading
restrictions and the Group’s Securities Trading Policy.
The escrow arrangements describe the circumstances in which a Doctor is a ‘good leaver’ or a ‘relocated leaver’ in
the following manner:
(a) A Doctor is a ‘good leaver’ where:
-
-
they leave the Group as a result of death, serious disability or permanent incapacity through ill health
(as determined by the Group’s Board, acting reasonably); or
they or the Group terminates the Doctor’s contract in specific circumstances; or
The Board determines, in its discretion, that the Doctor is a ‘good leaver’.
(b) A Doctor is a ‘relocated leaver’ if they terminate their contract and the Board is satisfied that:
-
-
-
the Doctor genuinely intends to relocate permanently to a place which is more than 100 km from any
clinic operated by the Group or any of its subsidiaries; and
the Doctor also intends to provide Assisted Reproductive Services in the place the Doctor is relocating
to; and
the Doctor has used their best endeavours to transition their practice to another Doctor at the Group.
(3) Escrow for Sydney Ultrasound for Women (SUFW)
All shares issued to the vendors of SUFW are escrowed such that 53.3% of the shares issued were escrowed until
the first trading day after the release of the FY16 results. 3.3% were escrowed until the first trading day after the
release of the FY17 results and 3.3% are escrowed until the first trading day after the release of the FY18 results.
The remaining 40.1% is subject to escrow and is consistent with the Doctors above in points 1 and 2. Doctors will
be able to sell any non-escrowed Shares at any time, subject to complying with insider trading restrictions and the
Group’s Securities Trading Policy. The escrow arrangements describing the circumstances in which a SUFW Doctor
is a ‘good leaver’ or a ‘relocated leaver’ is the same as described above.
4.2 Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
Liquidity risk;
Foreign exchange risk;
Interest risk; and
-
-
-
- Market risk.
This note presents information about the Group’s exposure to each of the above risks, objectives, policies and
processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are
included throughout this financial report.
96 | Monash IVF Group
76
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
4.2 Financial risk management (continued)
Risk management policies are in place to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its
recruitment, training and management standards and procedures, aims to develop a disciplined and constructive
control environment in which all employees understand their roles and obligations.
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The group manages this risk through the following mechanisms:
-
Preparing forward-looking financial analysis in relation to its operational, investing and financing
activities;
- Monitoring undrawn credit facilities;
- Obtaining funding from a variety of sources;
- Maintaining a reputable credit profile;
- Managing credit risk related to financial assets;
- Only investing surplus cash with major financial institutions; and
-
Comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The following are the contractual maturities of financial liabilities, including estimated interest payments and
excluding the impact of netting arrangements, subject to the Group meeting future undertakings.
Carrying
amount
$’000
Total
Contractual
cash flows
$’000
Within 1
year
1-5 years
Over
5 years
$’000
$’000
$’000
-
-
(31,762)
-
(31,762)
Over 5
years
10,000
19,237
67,466
971
97,674
(10,970)
(19,237)
(72,830)
(971)
(104,008)
-
(19,237)
(8,630)
(483)
(28,350)
(10,970)
-
(32,438)
(488)
(43,896)
Carrying
amount
$’000
Total
Contractual
cash flows
$’000
Within 1 year
1-5 years
$’000
$’000
$’000
1,629
18,559
44,359
1,833
66,380
(1,629)
(18,559)
(48,704)
(1,833)
(70,725)
(1,629)
(18,559)
(6,412)
(1,205)
(27,805)
-
-
(27,321)
(628)
(27,949)
-
-
(14,971)
-
(14,971)
2022
Non-derivative financial
liabilities
Secured bank loans
Trade and other payables
Lease liabilities
Contingent consideration
2021
Non-derivative financial
liabilities
Secured bank loans
Trade and other payables
Lease liabilities
Contingent consideration
Foreign exchange risk
The Group is not exposed to material levels of foreign currency risk at the reporting date or during the financial
year.
77
Annual Report 2022 | 97
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
4.2 Financial risk management (continued)
Interest rate risk
The consolidated entity’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable
rates expose the consolidated entity to interest rate risk. Interest rate risk may be managed using a mix of floating
rate debt and fixed rate instruments. Interest rate swaps may be used to mitigate interest rate risk on floating
rate debt. Interest rate swaps are not entered into for trading purposes and are not classified as held for trading.
The interest rate profile of the Group’s interest-bearing financial instruments as reported to management of the
Group is as follows including the impact of hedging instruments:
Fixed rate instruments
Financial assets
Financial liabilities
Variable rate instruments
Financial assets
Financial liabilities
2022
$’000
967
(67,466)
(66,499)
6,752
(9,764)
(3,012)
2021
$’000
1,754
(44,359)
(42,605)
7,007
(1,629)
5,378
Cash flow sensitivity analysis for variable rate instruments
A reasonable possible change of a 100 basis points in interest rates at the reporting date would have increased
/(decreased) equity and profit or loss by $30,120 (FY21: $53,780). This assumes that all other variables remain
constant.
Market risk – Operational risk
The Group is exposed to legislative and/or Government policy changes to funding for IVF and related healthcare
services which may impact patient out-of-pocket costs resulting in potentially higher or lower demand.
4.3 Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction
costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an
unconditional right to defer settlement of the liability for at least twelve months after the reporting date, the loans
and borrowings are classified as non-current.
Total loan facilities available to the Group in Australian dollars
2022
2021
Limit
Utilised
Limit
Utilised
$’000
Syndicated Debt facility
Working capital facility(2)
Accordion facility(1)
Total loan facilities
Borrowings
Borrowings
Capitalised finance facility fees
Total borrowings
40,000
5,000
40,000
85,000
40,000
10,000
40,000
90,000
10,000
-
-
10,000
10,000
(236)
9,764
500
1,129
-
1,629
1,629
-
1,629
78
(1) An un-committed $40m accordion facility for acquisition and capital expenditure purposes.
In December 2021, the Group increased the size of its working capital facility to $10m.
(2)
98 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
4.3 Borrowings (continued)
In December 2021, the Group amended and extended the syndicated debt facility, working capital facility and
accordion facility with a maturity date of December 2024. The banking facilities are secured via a first ranking
security over substantially all of the Group’s entities. The Group is subject to certain financial undertakings under
the banking facilities. As at 30 June 2022, the Group is compliant with its financial undertakings.
As at 30 June 2022, the Group had $3,488,999 of bank guarantees in place (FY21: $3,165,022).
Reconciliation of movements of liabilities arising from financing activities
$’000
Loans
Lease liabilities
Balance
at 1 July
2021
1,629
44,359
Additions
Principal
repayments
Other Balance at
30 June
2022
26,500
31,790
(18,129)
(8,683)
(236)(1)
-
9,764
67,466
Total interest bearing loans and borrowings
45,988
58,290
(26,812)
(236)
77,230
(1) Capitalised bank fees following amendment and extension to the Syndicated Debt Facility.
Recognition and measurement
Derivative financial instruments, including hedge accounting
The Group may hold derivative financial instruments to hedge certain floating interest rate exposures. On initial
designation of the hedge, the Group formally documents the relationship between the hedging instruments and
hedging items, including the risk management objectives and strategy in undertaking the hedge transaction, together
with the methods that will be used to assess the effectiveness of hedging relationship. The Group makes an
assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging
instruments are expected to be “highly effective” in offsetting the change in the cash flows of the respective hedged
items during the period for which the hedge is designated, and whether the actual results of each hedge are within
a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly
probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported
profit or loss.
Derivatives are recognised initially at fair value; attributed transaction costs are recognised in profit or loss as
incurred. Subsequent to initial recognition, derivatives are measured at fair value and changes to therein are
accounted for as described below. All derivative financial instruments are valued using unadjusted quoted prices in
active markets for identical assets or liabilities.
4.4 Net Finance Costs
Finance income
Interest income
Finance costs
Interest expense
Amortisation of borrowing costs(1)
Interest on lease liabilities
Total finance costs
Net finance costs
2022
$’000
4
377
54
1,720
2,151
2,147
(1)
Includes interest and amortisation of ancillary costs incurred in connection with the arrangement of borrowings.
2021
$’000
1
725
341
1,386
2,452
2,451
79
Annual Report 2022 | 99
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
4.5 Cash and cash equivalents
Cash at bank
Short-term bank deposits
Total cash and cash equivalents
Reconciliation of profit after income tax to net
cash inflow from operating activities
Profit for the period
Adjustments:
Depreciation and amortisation
Net finance cost included in financing activities
Provision for Fertility Solutions Earn-out
Provision for expected credit losses
Acquisition, Lease Accounting and Other
Operating profit before changes in working capital and provisions
Change in net operating assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventory
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions and employee benefits
Increase/(decrease) in income and deferred taxes
Net cash from operating activities
2022
$’000
6,907
967
7,874
2022
$’000
18,502
14,788
427
395
15
3,191
37,318
(2,702)
(1,037)
678
350
(2,718)
31,889
2021
$’000
7,007
1,754
8,761
2021
$’000
Restated (1)
25,687
12,557
1,065
678
84
649
40,720
640
(268)
(2,140)
1,470
3,557
43,979
(1) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
100 | Monash IVF Group
80
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
Section 5
Our Business Portfolio
This section provides further insight into the legal structure and group of subsidiary companies.
5.1 Controlled entities
5.3 Parent equity
5.2 Investments accounted for using the equity
method
5.1 Controlled entities
Parent entity
Monash IVF Group Limited
Controlled entities
Healthbridge Enterprises Pty Ltd
Monash IVF Group Acquisitions Pty Ltd
Healthbridge IVF Holdings Pty Ltd
Healthbridge Shared Services Pty Ltd
Healthbridge Repromed Pty Ltd
Repromed Finance Pty Ltd
Repromed Holdings Pty Ltd
Repromed NZ Holding Pty Ltd
Repromed Australia Pty Ltd
Adelaide Fertility Centre Pty Ltd
Monash IVF Holdings Pty Ltd
Monash IVF Finance Pty Ltd
Monash IVF Pty Ltd
Monash Reproductive Pathology and Genetics Pty Ltd
Monash Ultrasound Pty Ltd
Monash IVF Auchenflower Pty Ltd
Yoncat Pty Ltd
My IVF Pty Ltd
ACN 169 060 495 Pty Ltd
Palantrou Pty Ltd
ACN 166 701 819 Pty Ltd
ACN 166 702 487 Pty Ltd
KL Fertility & Gynaecology Centre Sdn. Bhd.
KL Fertility Daycare Sdn. Bhd.
Sydney Ultrasound for Women Partnership
Ultrasonic Diagnostic Services Trust No.2
ACN 604 384 661 Pty Ltd
Ultrasonic Diagnostic Services Pty Ltd
Fertility Australia Pty Ltd
Fertility Australia Trust
MVF Sunshine Coast Pty Ltd
Hobart IVF Pty Ltd
5.4 Deed of cross guarantee
Place of business/country
Australia
Place of business
/country
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Malaysia
Malaysia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership interest
2022
2021
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
57.4%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
57.4%
81
Annual Report 2022 | 101
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
5.1 Controlled entities (continued)
Controlled entities
Gold Coast Ultrasound for Women Pty Ltd
Monash IVF Asia Pte Ltd
Monash IVF South Malaysia Pte Ltd
Pt Mitra Kasih Medikatama
Place of business
/country
Australia
Singapore
Malaysia
Indonesia
5.2 Investments accounted for using the equity method
2021
Ownership interest
2022
51%
90%
62%
54%
51%
90%
62%
-%
Name of company
Compass Fertility
Pt Mitra Bryan Indonesia
5.3 Parent entity
Principal
Activity
Ownership Interest
%
Fertility Services
Fertility Services
2022
25%
37%
2021
25%
37%
Share of Net Profit/Loss
$’000
2022
2021
243
634
55
600
As at 30 June 2022 and throughout the financial year ending on that date, the parent company of the Group
was Monash IVF Group Limited.
Results of parent entity
Profit after tax
Other comprehensive income
Total comprehensive income
Financial position of parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Total equity of the parent entity comprising of:
Share capital
Retained earnings
Total equity
2022
$’000
15,470
-
15,470
-
528,184*
1,294
8,441
519,743
506,786
12,957
519,743
2021
$’000
Restated (1)
13,977
-
13,977
-
527,537*
6,006
6,511
521,026
506,786
14,240
521,026
*Includes Intercompany balances with its subsidiaries, as at 30 June 2022, these balances are not expected to be settled within twelve
months.
(1) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
Expenditure contracted for but not recognised as liabilities
Parent Entity
Capital plant and equipment
2022
$’000
13,598
2021
$’000
613
Parent entity guarantees in respect of the debts of its subsidiaries
The parent entity has entered into a Deed of cross guarantee with the effect that the Company guarantees debts
in respect of certain subsidiaries.
102 | Monash IVF Group
82
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
5.4 Deed of cross guarantee
The below listed entities are parties to a Deed of cross guarantee under which each company guarantees the debts
of the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to
prepare a financial report and directors’ report under ASIC Corporations (Wholly Owned Companies) Instrument
2016/785 issued by the Australian Securities and Investments Commission.
The below companies represent the parties to the Deed of cross guarantee (‘closed group’):
- Monash IVF Group Ltd
- Monash IVF Group Acquisition Pty Ltd
Healthbridge Enterprises Pty Ltd
-
Healthbridge Shared Services Pty Ltd
-
Healthbridge IVF Holdings Pty Ltd
-
Healthbridge Repromed Pty Ltd
-
ACN 169060495 Pty Ltd
-
ACN 166701819 Pty Ltd
-
- My IVF Pty Ltd
- Monash IVF Holdings Pty Ltd
Palantrou Pty Ltd
-
ACN 166702487 Pty Ltd
-
Repromed Finance Pty Ltd
-
- Monash IVF Finance Pty Ltd
Repromed Holdings Pty Ltd
-
- Monash IVF Pty Ltd
-
-
- Monash Ultrasound Pty Ltd
- Monash Reproductive Pathology & Genetics Pty Ltd
- Monash IVF Auchenflower Pty Ltd
Yoncat Pty Ltd
-
Adelaide Fertility Centre Pty Ltd
-
Sydney Ultrasound for Women Partnership
-
Ultrasonic Diagnostic Services Trust No. 2
-
ACN 604384661 Pty Ltd
-
Ultrasonic Diagnostic Services Pty Ltd
-
Fertility Australia Pty Ltd
-
Fertility Australia Trust
-
- MVF Sunshine Coast Pty Ltd
Repromed Australia Pty Ltd
Repromed NZ Holding Pty Ltd
An extract of the consolidated statement of comprehensive income and consolidated statement of financial
position, comprising the Company and controlled entities which are party to the Deed of cross guarantee, after
eliminating all transactions between parties to the Deed of cross guarantee is set out as follows:
83
Annual Report 2022 | 103
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
5.4 Deed of cross guarantee (continued)
Extract of the statement of profit or loss and other comprehensive income
Profit before tax
Income tax expense
Net profit after tax
Summary of movements in retained earnings
Opening balance at 1 July
Profit for the period
Dividends paid/declared
Closing balance at 30 June
Statement of financial position
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Total current assets
Non current assets
Investment in subsidiaries
Trade and other receivables
Plant and equipment
Right of use assets
Deferred tax asset
Intangible assets
Total non current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Current tax payable
Contingent consideration
Employee benefits
Total current liabilities
Non current liabilities
Borrowings
Lease liabilities
Deferred tax liability
Contingent consideration
Employee benefits
Total non current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Total equity
2022
$’000
24,128
(6,840)
17,288
(106,582)
17,288
(16,753)
(106,047)
5,200
11,956
5,015
22,171
12,967
100
28,401
61,372
11,211
252,746
366,797
388,968
26,061
-
6,023
457
483
10,853
43,877
9,764
58,134
11,836
488
1,401
81,623
125,500
263,468
506,786
(137,271)
(106,047)
263,468
2021
$’000
Restated (1)
28,868
(9,351)
19,517
(117,917)
19,517
(8,182)
(106,582)
5,629
8,931
4,038
18,598
13,174
778
23,187
42,321
11,251
253,521
344,232
362,830
25,562
1,629
5,749
3,021
1,205
10,695
47,861
-
38,519
11,674
628
1,215
52,036
99,897
262,933
506,786
(137,271)
(106,582)
262,933
As at 30 June 2022, the Deed of cross guarantee Group has a net current asset deficiency of $21,706,000 (FY21: $29,263,000). Refer to the basis of preparation
note in relation to going concern considerations.
(1) 30 June 2021 has been restated due to the IFRS Interpretations Committee decision in relation to accounting for Software as
a Service (refer to note 6.2).
104 | Monash IVF Group
84
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
Section 6
Other disclosures
6.1 Auditors’ remuneration
6.2 Comparative Balances
6.5 Reporting entity
6.6 Basis of preparation
6.3 Events occurring after the reporting period
6.7 New standards and interpretations
6.4 Commitment and contingencies
6.1 Auditors’ remuneration
During the year the following fees were paid or payable for services provided by the auditor of the parent entity,
its related practices and non-related audit firms:
Audit services - KPMG
Audit and review of financial statements
Other services - KPMG
Taxation services
Other auditors (Non KPMG)
Audit and review of financial statements
Total services
6.2 Comparative Balances
2022
$
2021
$
295,000
273,500
134,750
128,650
22,339
452,089
10,600
412,750
In April 2021, the International Financial Reporting Standards Interpretations Committee (IFRS IC) issued two final
agenda decisions which impact Software-as-a-Service (SaaS) arrangements:
•
•
Customer’s right to receive access to the supplier’s software hosted on the cloud (March 2019) – this decision
considers whether a customer receives a software asset at the contract commencement date or a service over
the contract term.
Configuration or customisation costs in a cloud computing arrangement (April 2021) – this decision discusses
whether configuration or customisation expenditure relating to SaaS arrangements can be recognised as an
intangible asset and if not, over the period the expenditure is expensed.
The Group’s accounting policy has historically been to capitalise all costs related to SaaS arrangements as
intangible assets in the Statement of Financial Position. The adoption of the above agenda decisions has resulted
in a reclassification of these intangible assets to either a prepaid asset in the Statement of Financial Position and/or
recognition as an expense in the Statement of Comprehensive Income, impacting both the current and/or prior
periods presented.
As a result, Monash IVF has amended its accounting policy to align with the IFRS IC agenda decision and
retrospectively adjusted these intangible assets in the statement of financial position. The impact of this change in
accounting policy for the comparative reporting period and the beginning of the earliest period presented is shown
below. All adjustments outlined below relates to the Australian segment.
85
Annual Report 2022 | 105
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
6.2 Comparative Balances (continued)
Consolidated statement of financial position
1 July 2021
Assets
Intangible asset
Net deferred tax liability
Total Assets
Equity
Profit reserves
Total Equity
1 July 2020
Assets
Intangible asset
Net deferred tax liability
Total Assets
Equity
Profit reserves
Total Equity
Reported
$’000
Adjusted
$’000
Restated
$’000
$’000
259,976 (703) 259,273
(769) 211 (558)
(492) 258,715
259,207
59,501 (492) 59,009
(492) 59,009
59,501
Reported
$’000
Adjusted
$’000
Restated
$’000
262,165
(1,551)
260,614
(1,073)
322
(751)
261,092
(1,229)
259,863
42,535
42,535
(751)
(751)
41,784
41,784
Consolidated statement of comprehensive income
Period ended 30 June 2021
IT and communications expense
Amortisation expense
Profit before tax
Income tax expenses
Profit for the period
Total comprehensive income for the year
Earnings per share
Basic
Diluted
Reported
$’000
(4,104)
(2,189)
35,940
(10,435)
25,505
25,272
Adjusted
$’000
Restated
$’000
(75) (4,179)
335 (1,854)
260
36,200
(78) (10,513)
25,687
182
25,454
182
6.5
6.4
6.5
6.5
Consolidated statement of cashflows
Period ended 30 June 2021
Payments to suppliers and employees
Reported
$’000
(139,149)
Adjusted
Restated
$’000
(75) (139,224)
$’000
Net cash from operation activities
44,054
(75) 43,979
Payments for property, plant and equipment
and intangibles
Net cash from investing activities
(10,033)
75
(9,958)
(11,287)
75
(11,212)
106 | Monash IVF Group
86
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
6.3 Events occurring after the reporting period
On 18 May 2022, Monash IVF Group Limited announced entry into a binding sale agreement for the acquisition
of PIVET Medical Centre (“PIVET”) which is a Perth, Western Australia and Cairns, Queensland provider of fertility
services and has nine fertility specialists. Monash IVF is acquiring PIVET by way of an asset sale and purchase for
initial up-front cash consideration of $9.4 million on a debt free basis, with the potential of additional earn out
payments over a one to two year period from completion. The financial effects of this transaction has not be
recognised at 30 June 2022. The operating results and assets and liabilities of the acquired Business will be
consolidated from the completion date expected to be during FY2023, subject to certain conditions precedent.
On 1 July 2022, Monash IVF Group Limited announced the acquisition of ART Associates Queensland No.2 Pty Ltd
(ART Associates Queensland) in Brisbane, Queensland. Monash IVF is acquiring ART Associates Queensland by way
of an asset sale and purchase for initial cash consideration of $3.9m on a debt free basis, with the potential of
additional earn out payments over a five to seven year period from completion. The financial effects of this
transaction has not be recognised at 30 June 2022. The operating results and assets and liabilities of the acquired
Business will be consolidated from the completion date expected to be during FY2023, subject to certain conditions
precedent.
On 26 August 2022, a fully franked final dividend of 2.2 cents per share was declared. The record date for the
dividend is 9 September 2022 and the payment date for the dividend is 7 October 2022.
Except as disclosed above, there has not arisen in the interval between the end of the financial year and the date
of this report any item, transaction or event of a material or unusual nature likely, in the opinion of the directors of
the Company, to affect significantly the operations of the Group, the results of those operations, or the state of
affairs of the Group, in future financial periods.
6.4 Commitment and contingencies
As announced to the ASX on 23 December 2020, Monash IVF Group became aware that it and certain of its
subsidiaries have been named as defendants in proceedings filed in the Supreme Court of Victoria in relation to,
or in connection with, the Group’s non-invasive pre-implantation genetic screening technology (Ni-PGT or cell-free
PGT-A). The proceedings filed makes a series of allegations against Monash IVF Group in relation to the Ni-PGT
testing including those patients who had embryos classified as aneuploid as a result of Ni-PGT testing may have
had embryos destroyed or did not proceed to embryo transfer. Ni-PGT testing was suspended in October 2020.
The Group has filed the defence in accordance with the Court’s directions. The Group has notified its insurers of
the claim. The Group has provided for associated costs expected to be incurred in defending the claim. The claim
does not specify an amount of damages and it is not currently possible to determine the ultimate impact of this
claim, if any, on the Group.
87
Annual Report 2022 | 107
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
6.5 Reporting entity
Monash IVF Group Ltd (the ‘Company’) is a for profit company primarily involved in the area of assisted
reproductive services and the provision of specialist women’s imaging services. Monash IVF Group Ltd was
incorporated on 30 April 2014. The Company is incorporated in Australia and listed on the Australian Stock
Exchange. Its registered office is at Level 1, 21-31 Goodwood Street, Richmond, Victoria and is limited by shares.
The consolidated financial statements comprise the Company and its controlled entities (collectively ‘the
consolidated entity’, ‘Monash Group’ or ‘Group’).
6.6 Basis of preparation
Statement of compliance
The consolidated financial statements are general purpose financial statements which have been prepared in
accordance with Australian Accounting Standards (AASBs) (including Australian Interpretations) adopted by the
Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial
statements of the Group comply with the International Financial Reporting Standards (IFRSs) and interpretations
adopted by the international Accounting Standards Board (IASB).
The consolidated financial statements were approved by the Board of Directors on 26 August 2022.
Functional and presentation currency
The consolidated financial statements are presented in Australian dollars, which is the functional and presentational
currency of the Company and the majority of the Group. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured using that functional currency.
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191 issued by the Australian Securities and Investments Commission (ASIC), relating to the rounding of
amounts in the consolidated financial statements. Amounts in the consolidated financial statements have been
rounded off in accordance with that legislative instrument to the nearest thousand, unless specifically stated to be
otherwise.
Basis of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Monash IVF Group
Ltd as at 30 June 2022 and the results of all subsidiaries for the year then ended. Subsidiaries are all entities
over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power to
direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group until the date on which control ceases. The acquisition method of accounting is used to account for
business combinations by the Group. Intra-group balances and transactions, arising from intra-group transactions
are eliminated at consolidation.
Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net assets
at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions.
The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in
which the Group has significant influence, but not control or joint control, over the financial and operating policies.
Interests in associates and the joint venture are accounted for using the equity method. They are initially recognised
at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements
include the Group’s share of the profit or loss and OCI of equity accounted investees, until the date on which
significant influence ceases.
108 | Monash IVF Group
88
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
6.6 Basis of preparation (continued)
Basis of measurement
The financial report has been prepared on an accrual basis and is based on historical cost (unless otherwise stated),
except for derivative financial instruments and contingent consideration assumed in a business combination, which
have been measured at fair value.
Foreign currency translation
Transactions in foreign currencies are translated at foreign exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the
functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the
difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective
interest and payments during the period, and the amortised costs in foreign currency translated at the exchange
rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that
are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the
fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency
are translated using the exchange rate at the date of transaction.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition,
are translated to Australian dollars at exchange rates at the reporting date. The income and expenses of foreign
operations are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign currency
differences are recognised in other comprehensive income (OCI), and presented in the foreign currency translation
reserve (translation reserve) in equity.
Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with AASBs requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimates are revised and in any future periods affected. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below:
(i) Estimated recoverable amount of goodwill and other non-current assets
The Group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy
for intangible assets. For the purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets
or groups of assets (cash generating units, or CGUs). Refer to Note 2.6 for further details on impairment testing.
(ii) Provision for ECL on receivables
The Group calculates the doubtful debts provision under the ECL model. The Group assesses credit losses based on
the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the
economic environment. Measurement of ECL allowance for trade receivables is disclosed in Note 2.1.
(iii) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
the obligation. Provisions are determined by discounting the expected future cash flows at a post-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the liability. The
unwinding of the discount is recognised as a finance cost.
89
Annual Report 2022 | 109
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Monash IVF Group Limited
Notes to the Consolidated Financial Statements continued
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
for the year ended 30 June 2022
6.6 Basis of preparation (continued)
(iv) Deferred consideration
The measurement of deferred consideration requires management to estimate the amount likely to be paid in the
future. This requires the exercise of judgement, in particular where the amounts is payable is dependent to the
future financial performance of the business that has been acquired.
(v) Leases
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that
include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts
the lease term, which significantly affects the lease liabilities and right-of-use assets recognised.
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and
short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as
an expense on a straight-line basis over the lease term.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is
a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its
assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance
fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to
the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-
use asset has been reduced to zero.
Going concern
As at 30 June 2022, the group has a net current asset deficiency of $12,531,000 (FY21: $18,579,000). The
Directors consider that there are reasonable grounds to believe the Group will be able to pay its debts as and
when they fall due based on forecast operating cash flows which indicate that cash reserves are sufficient to fund
operations, the availability of committed but undrawn external debt facilities, and given certain current liabilities
such as employee entitlements and deferred revenue will not be fully settled in the short term to cause a liquidity
shortfall.
The Directors have considered forecast cash flow scenarios for at least the twelve month period from the date of
approval of these financial statements. As a result, the Directors consider that the Group is able to pay its debts as
and when they are due and these financial statements can be prepared on a going concern basis.
6.7 New standards and interpretations
A number of new standards are effective for annual periods beginning after 1 July 2022 and earlier applications
permitted; however, the Group has not early adopted the new or amended standards in preparing these
consolidated financial statements. The following new and amended standards are not expected to have a
significant impact on the Group’s consolidated financial statements:
•
•
•
•
Reference to Conceptual Framework (Amendments to AASB 3)
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to AASB 116)
Classification of Liabilities as Current or Non-current (Amendments to AASB 101)
Recognising deferred tax on leases (Amendments to AASB 112)
110 | Monash IVF Group
90
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Monash IVF Group Limited
Directors’ Declaration
Directors’ Declaration
for the year ended 30 June 2021
for the year ended 30 June 2021
1.
In the opinion of the Directors of Monash IVF Group Ltd (the ‘Company’):
(a) the Consolidated Financial Statements and Notes set out on pages 75 to 110 and the Remuneration Report
on pages 38 to 54 in the Directors’ Report, are in accordance with the Corporations Act 2001, including:
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
(i)
performance for the financial year ended on that date; and
complying with Australian Accounting Standards, the Corporations Regulations 2001; and
(ii)
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2. There are reasonable grounds to believe that the Company and the Group entities identified in Note 5.1 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 between the Company and those Group entities pursuant to ASIC Corporations (Wholly
Owned Companies) Instrument 2016/785.
3. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 by the
Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2022.
4. The Directors draw attention to page 108 to the Consolidated Financial Statements, which include a Statement
of Compliance with International Financial Reporting Standards.
Signed in accordance with a resolution of the Directors:
Dated in Melbourne and Sydney, 26th day of August 2022
Mr. Richard Davis
Chairman
Mr. Michael Knaap
Chief Executive Officer and Managing Director
26 August 2022
26 August 2022
Annual Report 2022 | 111
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Independent Auditor’s Report
To the shareholders of Monash IVF Group Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
Monash IVF Group Limited (the Company).
The Financial Report comprises:
the accompanying Financial
In our opinion,
Report of the Company is in accordance with the
Corporations Act 2001, including:
•
giving a true and fair view of the Group’s
financial position as at 30 June 2022 and of
its financial performance for the year ended
on that date; and
• complying with
Australian Accounting
Standards and the Corporations Regulations
2001.
• Consolidated statement of financial position as
at 30 June 2022
• Consolidated statement of profit or loss and
other comprehensive income, Consolidated
statement of changes in equity, and
Consolidated statement of cash flows for the
year then ended
• Notes including a summary of significant
accounting policies
• Directors’ Declaration.
The Group consists of
the Company and the
entities it controlled at the year-end or from time to
time during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of
the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo
are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a
scheme approved under Professional Standards Legislation.
92
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YEAR IN REVIEWABOUT USGROWING THE FUTURE
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in
our audit of the Financial Report of the current period.
This matter was addressed in the context of our audit of the Financial Report as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on this matter.
Recoverable value of goodwill ($233.2 million)
Refer to Note 2.6 to the Financial Report
The key audit matter
How the matter was addressed in our audit
At 30 June 2022 the Group’s balance sheet
includes goodwill contained within three cash
generating units (CGUs) – Australia, International
and Ultrasound.
A key audit matter for us was the Group’s annual
testing of goodwill for impairment, given the size
of the balance (being 61% of total assets) and
the extent of judgement involved. We focused
on the significant
forward-looking assumptions
the Group applied in its value in use models,
including:
• Forecast cash flows,
growth
rates and
terminal growth rates in light of market
conditions impacting each CGU and continued
economic uncertainties during and post the
COVID-19 pandemic. These conditions
impact our consideration of
forecasting risk;
and
• Discount rates, which vary according to the
conditions and environment the specific CGU
is subject to from time to time.
The models are largely manually developed, use
adjusted historical performance and a range of
internal and external sources as inputs to the
assumptions. Modelling using forward-looking
assumptions tends to be prone to greater risk for
potential bias, error and inconsistent application.
Where the Group has not met prior year
forecasts in relation to a specific CGU we factor
forecast
this
assumptions. These conditions necessitate
additional scrutiny by us, in particular to address
the objectivity of sources used for assumptions,
and their consistent application.
assessment
our
into
of
We involved valuation specialists to supplement
our senior audit team members in assessing this
key audit matter.
Our procedures included:
• We considered the appropriateness of the
Group’s value in use methodology to perform the
annual test of goodwill for impairment against the
requirements of the accounting standards.
• We assessed the integrity of
models used,
underlying calculation formulas.
including the accuracy of
the value in use
the
• We compared the forecast cash flows contained
in the value in use models to Board approved
forecasts.
• We assessed the accuracy of previous Group
forecasts to inform our evaluation of forecasts
included in the models.
• We assessed
and documentation
the Group’s underlying
the
methodology
allocation of corporate costs and corporate
assets to each CGU, for consistency with our
understanding of the business and the criteria in
the accounting standards.
for
• We considered the sensitivity of the models by
varying key assumptions, such as forecast cash
flows, growth rates and discount rates, within a
reasonably possible range. We did this to identify
those assumptions at higher
risk of bias or
inconsistency in application and to identify those
CGUs at higher risk of impairment and to focus
our further procedures.
• We challenged the Group’s forecast cash flow
and growth assumptions in light of the expected
continuation of uncertainties arising from the
COVID-19 pandemic, with a particular focus on
the Ultrasound CGU. We used our knowledge of
the Group, business and patients and our
industry experience.
Annual Report 2022 | 113
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CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
• Working with our valuation specialists, we:
- independently
developed a
comparable
discount
rate range from publicly available
market data for comparable entities and
adjusted by specific risk factors to the Group
and the industry it operates in;
-
independently assessed the growth rates
based on the industry in which the Group
operates and current economic environment;
and
- compared
the
for
comparable entities to the implied multiples
from the Group’s value in use models.
implied multiples
• We assessed the disclosures in the financial
report using our understanding obtained from our
the
testing and against
accounting standards.
the requirements of
Other Information
Other Information is financial and non-financial
information in Monash IVF Group Limited’s annual
reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors
are responsible for the Other Information.
The Other Information we obtained prior to the date of this Auditor’s Report was the Director’s Report
(including the Remuneration Report), Appendix 4E and Corporate Governance Statement. The
Chairman’s Report, Managing Director & CEO’s Report, Financial Overview, Chief Financial Officer’s
Report and Shareholder Information are expected to be made available to us after the date of the
Auditor’s Report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
and will not express an audit opinion or any form of assurance conclusion thereon, with the exception
of the Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information.
In doing so, we consider whether the Other Information is materially inconsistent with the Financial
Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date
of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• preparing the Financial Report that gives a true and fair view in accordance with Australian
Accounting Standards and the Corporations Act 2001
• implementing necessary internal control to enable the preparation of a Financial Report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error
• assessing the Group and Company’s ability to continue as a going concern and whether the use
114 | Monash IVF Group
94
YEAR IN REVIEWABOUT USGROWING THE FUTURE
of the going concern basis of accounting is appropriate. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Group and Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and
• to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They are considered material
if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website
at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of
our Auditor’s Report.
Report on the Remuneration Report
Opinion
Directors’ responsibilities
the Remuneration Report of
In our opinion,
Monash IVF Group Limited for the year ended 30
June 2022 complies with Section 300A of the
Corporations Act 2001.
preparation
The Directors of the Company are responsible for
the
the
Remuneration Report in accordance with Section
300A of the Corporations Act 2001.
presentation
and
of
Our responsibilities
We have audited the Remuneration Report included
within the Directors’ report for the year ended 30
June 2022.
Our responsibility is to express an opinion on the
Remuneration Report,
audit
conducted in accordance with Australian Auditing
Standards.
based on
our
KPMG
Chris Sargent
Partner
Melbourne
26 August 2022
Annual Report 2022 | 115
95
OUR STRATEGYBOARD OF DIRECTORSOUR PILLARSMANAGEMENT TEAMFY22 FINANCIAL REPORTFINANCIAL OVERVIEWCFO REPORT
Shareholder Information
Shareholder Information
CHAIRMAN’S AND MANAGING DIRECTOR & CEO’S REPORT
Additional information required under ASX Listing Rule 4.10 and not shown elsewhere in this Annual Report is as
follows. This information is current as at 28 September 2022.
Distribution of Shareholders – Ordinary Shareholders
Size of Holding
1 to 1000
1001 to 5000
5001 to 10000
10001 to 100000
100001 and Over
Total
No of
Shareholders
Ordinary
Shares
1,637
2,712
1,055
1,363
120
6,887
1,050,422
7,339,590
8,211,474
38,002,542
335,030,812
389,634,840
% of
issued
Capital
.27%
1.88%
2.11%
9.75%
85.99%
100.00%
The number of security investors holding less than a marketable parcel of 562 securities ($.890 on 28/9/2022) is
707 and they hold 249,499 securities.
116 | Monash IVF Group
YEAR IN REVIEWABOUT USGROWING THE FUTURE
Shareholder Information continued
Shareholder Information continued
20 Largest Shareholders – Ordinary Shareholders
Rank
1
Name
CITICORP NOMINEES PTY LIMITED
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
ARGO INVESTMENTS LIMITED
WASHINGTON H SOUL PATTISON AND COMPANY LIMITED
BNP PARIBAS NOMS PTY LTD
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