our results annual FInanCIal REPORT 2011 contents 01⁄ Corporate directory 02 ⁄ Directors’ report 15 ⁄ Corporate governance statement 21⁄ Financial report 62 ⁄ Independent auditor’s report to the members 64 ⁄ Shareholder information Mortgage Choice limited aCn 009 161 979 Corporate Directory Directors P D Ritchie Chairman S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston Chief Executive Officer M I Russell Secretary Executives D M Hoskins Chief Financial Officer S R Mitchell General Manager, Operations n C Rose-Innes General Manager, Product and Distribution a J Russell CEO of LoanKit S C Dehne CEO of Help Me Choose J a Hanka Notice of Annual General Meeting The annual General Meeting of Mortgage Choice limited will be held at: The Pavilion, Gallery level Star Court – Darling Park 201 Sussex Street Sydney nSW Time 10am Date 15 november 2011 level 10, 100 Pacific Highway north Sydney nSW 2060 (02) 8907 0444 link Market Services limited level 12, 680 George Street Sydney nSW 2000 (02) 8280 7111 PricewaterhouseCoopers Chartered accountants Darling Park Tower 2 201 Sussex Street Sydney nSW 2000 Minter Ellison aurora Place, 88 Phillip Street Sydney nSW 2000 anZ Banking Group limited 116 Miller Street north Sydney nSW 2060 Principal registered office in Australia Share register Auditor Solicitors Bankers Stock exchange listing Mortgage Choice limited shares are listed on the australian Securities Exchange. Website address www.MortgageChoice.com.au Mortgage Choice annual Report 2011 Corporate Directory 1 Directors’ Report for the year ended 30 June 2011 Your Directors present their report on the consolidated entity consisting of Mortgage Choice limited (“the Company”) and the entities it controlled at the end of, or during, the year ended 30 June 2011, hereafter referred to as “Mortgage Choice”, “the Mortgage Choice Group” or “the Group”. Directors The following persons were Directors of Mortgage Choice limited during the whole of the financial year and up to the date of this report: P D Ritchie S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston Principal activities During the year the principal continuing activity of the Mortgage Choice Group was mortgage broking. This activity involves: n n n the provision of assistance in determining the borrowing capacities of prospective borrowers; the assessment, at the request of those borrowers, of a wide range of home loan or other products; and the submission of loan applications on behalf of prospective borrowers. Dividends Dividends paid or payable to members during the financial year are as follows: a final ordinary dividend of $7.775 million (6.5 cents per fully paid share) was declared out of profits of the Company for the year ended 30 June 2010 on 25 august 2010 and paid on 20 September 2010. an interim ordinary dividend of $7.197 million (6.0 cents per fully paid share) was declared out of profits of the Company for the half-year ended 31 December 2010 on 23 February 2011 and paid on 21 March 2011. a final ordinary dividend of $8.398 million (7.0 cents per fully paid share) was declared out of profits of the Company for the year ended 30 June 2011 on 24 august 2011 to be paid on 19 September 2011. Review of operations Operational results for the year The financial year opened with subdued but consistent credit volumes following the previous financial year’s six interest rate rises and First Home Owners Grant (FHOG) boost cessation. a further cash rate rise in november resulting in out of cycle rate rises by most lenders kept volumes down, however, there was an increase in refinancing brought about by borrowers looking to save money by switching lenders or to a secure fixed rate loan. Volumes at the end of the financial year remained subdued in line with market credit volumes. FY2011 approvals and settlements were down 4.5% and 6.4% respectively on FY2010, which was inflated by the impact of the FHOG boost. 2 Mortgage Choice – residential only, excluding LoanKit loans approved – $m Change loans settled – # Change loans settled – $m Change 2011 9,527 (4.5%) 30,473 (10.6%) 8,319 (6.4%) 2010 9,973 (0.9%) 34,083 1.3% 8,891 3.1% Despite the lower level of settlements for the year, the Company’s residential loan book grew by 5.4% to $41.2bn. The Group’s loan book including the residential loan book, loanKit and diversified lending grew by 6% to $42.4bn. During the year the Group continued to expand adding loanKit brokers and increasing the number of its software users. The Group also added a business line by acquiring Help Me Choose, a comparison website for mortgages as well as health and life insurance. The mortgage and life insurance leads generated through the website are sold to third party brokers. Health leads are contacted by the Help Me Choose staff, who help customers determine the best health policy for them and then forward their application to the selected health fund. The Group expects to step up its investment in both of loanKit and Help Me Choose in the coming year. Financial results for the year underlying profit before tax and before the adjustment to the loan book valuation is $21.7m which represents a 5.3% increase over FY2010. This is due to an increase in operational revenue while controlling operating expenses. The annual review of the historical trail book found that the run-off over the past year was overstated and an adjustment to the profit and loss for the year was required to recognise the actual experience in the portfolio. In addition the run-off assumptions used to value the future trailing commissions on the balance sheet were changed to reflect an extension of the current economic environment. These changes resulted in a $35.4m adjustment to revenue and a $17.6 million adjustment before tax to the Group’s profit for FY2011. approximately 70% of the $35.4m adjustment to revenue arises from the change in forward assumptions. The effect of the adjustment is summarised below. Financial summary Revenue underlying revenue adjustment to loan book valuation Total revenue Profit before tax underlying result before tax adjustment to loan book valuation Total profit before tax 2011 $’000 2010 $’000 134,125 35,381 169,506 21,722 17,607 39,329 130,464 40,864 171,328 20,623 12,845 33,468 The Group will continue to review the assumptions used in estimating the future trailing commissions, as required in the Group’s accounting policies, and recognise any change in net assets in the period in which it arises. Strategy and plans for next year Mortgage Choice continues to drive forward its DREaM strategy. DREaM was developed to address negative trends in the business caused by the GFC and lender commission cuts: n Diversification – introduce new products, business lines n Recruitment – re-ignite franchise recruitment initiatives n Existing franchises – help franchisees grow their businesses n acquisitions – identify acquisition opportunities that meet our benchmarks n Manage costs – continue diligent management of our cost base The Group has seen improvement in its diversified revenues including an increase in revenue from the additional business lines of loanKit and Help Me Choose, having reinvested in each during FY2011 to develop the proposition. It has also seen an improvement in its franchise numbers and has kept tight control over its costs in spite of expanding business lines. FY2012 is the beginning of the final year of the initial three year focus on these initiatives, which Mortgage Choice recognises are not a quick solution. The Group will step up its investment in loanKit and Help Me Choose while continuing to drive its DREaM strategy. Mortgage Choice annual Report 2011 Directors’ Report 3 Directors’ Report (continued) Significant changes in the state of affairs Except for the matters disclosed in the Review of Operations section of this annual report, there have been no significant changes in the state of affairs of the Group. Matters subsequent to the end of the financial year no matters or circumstances have arisen since 30 June 2011 that have significantly affected, or may significantly affect: (a) the Group’s operations in future financial years, (b) the results of those operations in future financial years, or (c) the Group’s state of affairs in future financial years. Likely developments and expected results of operations Information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the Group. Environmental regulation The Group is not subject to any significant environmental regulation under a law of the Commonwealth or of a State or Territory in respect of its activities. Information on Directors Peter Ritchie aO, BCom, FCPa Independent Non-Executive Chairman Chairman of nomination and remuneration committees Peter is Deputy Chairman of Seven network and Chairman of Reverse Corp limited. He previously served as Managing Director of McDonald’s australia from 1974 to 1995 and as its Chairman from 1995 to 2001. Peter was a Director of Westpac Banking Corporation from 1993 to 2002 and Solution 6 Holdings from 2000 to 2002. age 69. Sean Clancy Dip Mkt Independent Non-Executive Director Member of audit and remuneration committees Peter Higgins Non-Executive Director Member of audit committee Rodney Higgins Non-Executive Director Member of nomination and remuneration committees Steve Jermyn FCPa Independent Non-Executive Director Chairman of audit committee Deborah Ralston PhD, FaICD, FFin, FCPa Independent Non-Executive Director Member of audit committee With a sales and marketing background across many industries including banking, fast moving consumer goods, liquor, pharmacy, consumer electronics, telecommunications and hardware, Sean brings a diverse range of knowledge and expertise to the Mortgage Choice Board. He is also a Director of the Sydney Swans Foundation, Chairman of Metropolis Inc. and ambassador to Business Events Sydney. age 51. Peter is co-founder of Mortgage Choice. He also is a Director of Technology Company Power & Data Corporation Pty ltd, trading as Mainlinepower.com. Having been successfully self-employed for over 25 years, Peter is an investor in a diverse number of industries covering manufacturing, agriculture, technology, property and finance. age 51. Rodney is co-founder of Mortgage Choice. With a background in residential and commercial property, sales and leasing, he has been a Director of companies involved in manufacturing, wholesaling, importing, retailing and finance. age 56. Steve joined McDonald’s australia in 1984 and joined the Board of Directors in 1986. In June 1999, he was appointed Deputy Managing Director. Steve has been involved in all aspects of the development of the McDonald’s restaurant business in australia and brings with him significant experience in the development of new business and franchising. He retired from McDonald’s australia in 2005. Steve is also a Director of Reverse Corp limited. age 62. Deborah is Director of the australian Centre for Financial Studies and Professor of Finance at Monash university. She was formerly Pro Vice Chancellor at the university of Canberra and has also been Director of the Centre for australian Financial Institutions at the university of Southern Queensland. Deborah is a former Director of Heritage Building Society. age 58. 4 The table below sets out the Directors’ interests at 30 June 2011: Director P D Ritchie S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston Particulars of Directors’ interests in shares and options 350,125 ordinary shares 50,000 ordinary shares 822,939 ordinary shares 15,226,215 ordinary shares 2,000,000 ordinary shares 100,000 ordinary shares Company Secretary The Company Secretary is Mr D M Hoskins BCom, CPa, CSa. Mr Hoskins was appointed to the position of Company Secretary in 2000. Before joining Mortgage Choice he had experience in a variety of accounting and company secretarial functions, primarily in the finance and insurance industries. Meetings of Directors The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2011, and the numbers of meetings attended by each Director were: Full meetings of Directors Meetings of committees Audit Nomination Remuneration a 8 8 7 7 7 8 B 8 8 8 8 8 8 a * 3 3 * 3 3 B * 3 3 * 3 3 a – * * – * * B – * * – * * a 1 1 * 1 * * B 1 1 * 1 * * P D Ritchie S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston a = number of meetings attended B = number of meetings held * = not a member of the relevant committee Retirement, election and continuation in the office of Directors In accordance with the Constitution, Peter Ritchie and Peter Higgins retire by rotation and, being eligible, offer themselves for re-election. Remuneration report The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. Principles used to determine the nature and amount of remuneration The objective of the Company’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. Structured in conjunction with external remuneration consultants, the framework aligns executive rewards with the achievement of strategic objectives and the creation of value for shareholders. The Board ensures that executive rewards satisfy the following key criteria for good governance practices: n competitiveness and reasonableness; n acceptability to shareholders; n performance linkage / alignment of executive compensation; n transparency; and n capital management. alignment to shareholders’ interests means the remuneration framework: n has economic profit as a core component of the plan design; n focuses on sustained growth in share price; and n attracts and retains high calibre executives. alignment to program participants’ interests means the remuneration framework: n n rewards capability and experience; reflects competitive reward for contribution to growth in shareholder value; n provides a clear structure for earning rewards; and n provides recognition for contribution. The framework provides a mix of fixed and variable pay and a blend of short and long-term incentives. as executives gain seniority within the Group, the balance of this mix shifts to a higher proportion of “at risk” rewards. Mortgage Choice annual Report 2011 Directors’ Report 5 Directors’ Report (continued) Non-Executive Directors Fees and payments to non-Executive Directors reflect the demands made on, and the responsibilities of, those Directors. non-Executive Directors’ fees and payments are reviewed annually by the Board. Initially the Board sought independent research material to ensure non- Executive Directors fees and payments, including those of the Chairman, were appropriate and in line with market. The Chairman’s fees are determined independently to the fees of non-Executive Directors. non-Executive Directors do not receive any short term cash incentives or share-based payments as part of their remuneration. Directors’ fees The base remuneration for Directors was increased effective 1 October 2010. The Directors’ fees were last increased on 1 July 2006. Directors do not receive additional remuneration for representation on Board committees. Shareholders at the General Meeting on 5 april 2004 set the maximum aggregate remuneration of the Board (excluding the Managing Director and any executive Director) at $750,000. The following annual fees apply: Chairman Other non-Executive Directors From 1 October 2010 From 1 July 2006 to 30 September 2010 $136,250 $81,750 $119,900 $65,400 Retirement allowances for Directors non-Executive Directors do not receive retirement allowances. Superannuation contributions, as required under the australian superannuation guarantee legislation, are paid on non-Executive Directors’ remuneration and are included in the fees above. Executive pay The executive pay and reward framework has three components: n base pay and non-cash benefits; n short-term incentives; and n long-term incentives through participation in executive and employee share-based plans. The combination of these comprises an executive’s total remuneration. Base pay and non-cash benefits an executive’s base pay comprises a fixed cash salary plus superannuation. Executives have an opportunity to salary sacrifice amounts from their fixed salary towards a series of prescribed benefits and any associated fringe benefits tax. Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay is reviewed annually in conjunction with external benchmarks to ensure it is competitive with the market. an executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases in any senior executives’ contracts. Executives do not receive non-cash benefits in addition to base pay except in isolated circumstances as approved by the Board or the remuneration committee. Short-term incentives Should the Group achieve the profit target set by the Board each year, a pool of short-term incentive funds (“STI”) is made available for allocation during the annual review. any amounts awarded as STI are payable in cash following the signing of the annual report each year. using a profit target ensures variable reward is available only when value has been created for shareholders and when this value has been achieved in a manner consistent with the business plan. In addition, some executives have a target STI opportunity based solely on achieving a key performance indicator (“KPI”) related to the accountabilities of the role and its impact on the organisation’s or business unit’s performance. These KPIs are set annually by the executive and the Chief Executive Officer. For senior executives, the maximum STI opportunity ranges from 20% to 52% of their cash salary. However, from time to time, bonuses are paid outside this structure in relation to special projects or in special circumstances. Each year, the remuneration committee reviews the appropriate profit target with which the STI plan will be linked and the level of payout if targets are met. This includes setting any maximum payout under the STI plan and the minimum levels of profit performance to trigger payment of STI. The STI payments may be adjusted up or down in line with under or over achievement against the target performance levels at the discretion of the remuneration committee. 6 Long-term incentives long-term incentives are provided in the form of share-based payments through the Executive Performance Option Plan (EPOP) and the Performance Share Plan (PSP); see pages 10 – 13 for further information. Performance of Mortgage Choice Limited Payments made under the STI plan are conditional upon the Company achieving a pre-determined profit target. The following table lists Mortgage Choice limited’s earnings per share (EPS): Year 2007 2008 2009 2010 2011 EPS (cents per share) 16.6 16.4 22.6 19.7 22.9 Grants made under the EPOP in May 2009 vest based on service requirements. Grants under the PSP, prior to 1 July 2009, vest based on the total shareholder return (TSR) of the Company over a three year period as compared to the TSRs of comparator groups of companies. TSR is the percentage increase in the Company’s share price plus reinvested dividends and reflects the increase in value delivered to shareholders over the period. The following table lists Mortgage Choice limited’s TSR expressed as a percentage of the opening value of the investment for each period: Year 2007 2008 2009 2010 2011 TSR 34% -61% -20% 55% 44% Grants made under the PSP after 30 June 2009 vest based on service requirements. Details of remuneration Amounts of remuneration Details of the remuneration of the Directors and key management personnel (as defined in aaSB 124 Related Party Disclosures) are set out in the following tables. The key management personnel of Mortgage Choice limited and the Group are the Chief Executive Officer, M I Russell, the Company Secretary, D M Hoskins, and those executives serving on the executive committee during the year: n S R Mitchell – Chief Financial Officer n n C Rose-Innes – General Manager, Operations n a J Russell – General Manager, Product and Distribution (from 2 December 2010) n S C Dehne – National Manager, Non-Core (to 30 June 2011), CEO of LoanKit (from 1 July 2011) n K Rampal – CEO of LoanKit (to 30 June 2011) n J a Hanka – CEO of Help Me Choose (from 1 October 2010) In addition, J M Stevenson, Financial Controller, must be disclosed under the Corporations Act 2001 as he is among the 5 highest remunerated Group executives. Mortgage Choice annual Report 2011 Directors’ Report 7 Directors’ Report (continued) Key management personnel 2011 Name Short-term benefits Cash salary and fees $ Non- monetary benefits $ STI $ Non-Executive Directors Post- employment benefits Long-term benefits Super- annuation $ Long service leave $ Termination benefits $ Share- based payments Performance shares & options $ P D Ritchie Chairman S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston 121,250 71,250 71,250 71,250 71,250 71,250 – – – – – – – – – – – – 10,913 6,413 6,413 6,413 6,413 6,413 – – – – – – M I Russell 1 Chief Executive Officer 563,597 286,915 14,643 15,199 2,944 Other key management personnel: S R Mitchell 1 n C Rose-Innes 1 a J Russell 1 (from 2/12/10 to 30/6/11) S C Dehne K Rampal J a Hanka (from 1/10/10 to 30/6/11) D M Hoskins 270,662 244,583 138,659 162,183 210,953 144,987 166,876 89,600 76,299 41,819 32,000 – 40,447 24,000 Other Company and Group executives J M Stevenson 1 175,071 30,600 – – – – – – – – 15,199 15,199 8,866 15,199 – 10,133 14,031 1,671 2,406 – 507 – 414 – 15,199 4,177 – – – – – – – – – – – – – – – Total $ 132,163 77,663 77,663 77,663 77,663 77,663 – – – – – – 210,425 1,093,723 55,557 62,623 14,963 22,798 – – 432,689 401,110 204,307 232,687 210,953 195,981 6,925 211,832 24,269 249,316 1 Denotes one of the 5 highest paid executives of the company as required to be disclosed under the Corporations Act 2001. 8 Key management personnel 2010 Name Short-term benefits Cash salary and fees $ Non- monetary benefits $ STI $ Non-Executive Directors Post- employment benefits Long-term benefits Super- annuation $ Long service leave $ Termination benefits $ Share- based payments Performance shares & options 1 $ P D Ritchie Chairman S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston 110,000 60,000 60,000 60,000 60,000 60,000 – – – – – – – – – – – – 9,900 5,400 5,400 5,400 5,400 5,400 – – – – – – M I Russell 3 Chief Executive Officer 532,173 275,880 28,102 18,651 1,043 Other key management personnel: S R Mitchell 3 n C Rose-Innes 3 D l Ennis 2,3 D M Hoskins M n Writer (from 1/7/09 to 28/4/10) S C Dehne (from 28/7/09 to 30/6/10) K Rampal (from 1/12/09 to 30/6/10) 236,132 249,626 249,200 111,615 138,312 73,852 73,364 77,340 – – 145,298 27,699 109,490 – Other Company and Group executives J M Stevenson 3 181,595 29,970 – – – – – – – – 15,426 15,405 15,576 – 524 1,521 (15,281) – 13,147 (2,978) 12,583 – – – 14,676 7,155 – – – – – – – – – – – – – – – Total $ 119,900 65,400 65,400 65,400 65,400 65,400 – – – – – – 99,587 955,436 17,493 42,410 343,427 382,326 (33,772) 293,063 – 111,615 (21,166) 127,315 7,577 193,157 – 109,490 15,339 248,735 1 Remuneration in the form of performance shares and options includes negative amounts for performance shares and options forfeited during the year. 2 D l Ennis’ employment terminated effective 2 July 2010, whereby her unvested performance shares lapsed. 3 Denotes one of the 5 highest paid executives of the company as required to be disclosed under the Corporations Act 2001. The relative proportions of remuneration that are linked to performance and those that are fixed are as follows: Name Fixed remuneration At risk – STI At risk – LTI 2011 2010 2011 2010 2011 2010 Key management personnel of Group M I Russell S R Mitchell n C Rose-Innes a J Russell S C Dehne K Rampal J a Hanka D M Hoskins D l Ennis M n Writer 55% 66% 65% 72% 76% 100% 79% 86% – – 61% 73% 70% – 82% 100% – 100% 74% 100% 26% 21% 19% 21% 14% – 21% 11% – – Other Company and Group executives J M Stevenson 78% 82% 12% 29% 22% 19% – 14% – – – 26% – 12% 19% 13% 16% 7% 10% – – 3% – – 10% 5% 11% - 4% - - - - - 10% 6% Mortgage Choice annual Report 2011 Directors’ Report 9 Directors’ Report (continued) Service agreements On appointment to the Board, all non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the Director. Remuneration and other terms of employment for the Chief Executive Officer, M I Russell, and other key management personnel, excluding K Rampal, are set out in their respective letters of employment. The employment terms do not prescribe the duration of employment for executives except for the Chief Executive Officer who has a set term of employment of two years. The periods of notice required to terminate employment are set out below: n The employment contracts of Messrs M I Russell, Rose-Innes, a J Russell, Hanka and Ms Mitchell are terminable by either the Company or the executive with three months notice. n The employment contracts of Messrs Dehne, Hoskins and Stevenson are terminable by either the Company or the executive with four weeks notice. Except as set out below, no provision is made for termination payments other than amounts paid in respect of notice of termination: n Mr M I Russell’s employment terms provide that in the event of the sale of the Company’s business or a corporate restructure, subject to certain conditions relating to length of service, Mr M I Russell will become entitled to a severance payment equivalent to 6 months base salary, less any amounts paid in respect of notice of termination under the terms of his employment. K Rampal provides services to the Group pursuant to contracts for the purchase of the assets constituting the loanKit business from Freeol Pty ltd of which he is a Director. These contracts require services to be provided for a set term ending 2 november 2011. Share-based compensation Executive Performance Option Plan (“EPOP”) The Executive Performance Option Plan may be offered on an annual basis to eligible executives as determined by the Board. The details of each offer may differ as to the particulars, especially with regard to performance criteria and performance period. Participation in the EPOP provides one component of the long-term incentive available to the selected executives within their aggregate remuneration package. under the terms of the EPOP, options are offered over one ordinary share of Mortgage Choice limited and have an exercise price based on the market value of the Company’s shares at the time of offer. Market value will be the trade-weighted average price of the Company’s shares over the one-week period immediately preceding the date of offer. The options offered to executives under the EPOP are subject to performance conditions set by the Board. In the year ending 30 June 2011, no options were offered. The rules of the EPOP permit the Company to issue new shares or to purchase shares on-market for the purposes of satisfying the exercise of options. any options which do not become exercisable following the application of the performance condition and vesting scale will lapse. an option that has become exercisable but is not exercised will lapse on the earlier of: n n ten years after the date of offer; three months, or such other period determined by the Board, after the participant ceases employment for a reason other than a ‘qualifying reason’ (i.e. death, total and permanent disability, redundancy, or any other reason determined by the Board); and n twelve months, or such other period determined by the Board, after the participant ceases employment for a ‘qualifying reason’. When a participant ceases to be employed by the Company prior to the end of the performance period, other than because of a ‘qualifying reason’, any options that have not become exercisable will lapse. However, if there is cessation of employment due to a ‘qualifying reason’, the Board may determine that some or all of the options may vest. In the event of a change of control of the Company, options will vest on a pro-rata basis or in their entirety for certain senior executives. If the Board determines that a participant has acted fraudulently or dishonestly, has committed an act of harassment or discrimination, is in serious breach of any duty to Mortgage Choice, or, in the Board’s reasonable opinion, has brought Mortgage Choice into serious disrepute, any options held by the participant will lapse. The terms and conditions of each grant of options affecting remuneration in the current year are as follows: Grant date 1 May 2009 Date vested and exercisable Expiry date Exercise price Value per option at grant date From 22 april 2011 1 May 2019 $0.76 $0.03 Vested 100% The above grant vested based on service requirements. Offers made under the plan rules contain a restriction on removing the ‘at risk’ aspect of the instruments granted to executives. Plan participants may not enter into any transaction designed to remove the ‘at risk’ aspect of an instrument before it vests. 10 Details of options provided as remuneration to key management personnel of the Company and the Group are set out below. Further information on the options is set out in note 31 to the financial statements. Name M I Russell Number of options granted during the year Value of options at grant date Number of options vested during the year Number of options lapsed during the year Value at lapse date – – 800,000 – – The assessed fair value at grant date of options granted to individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables on pages 12 and 13 of this report. Fair values at grant date are independently determined using a Monte Carlo simulation model utilising a BlackScholes option pricing model framework that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the nontradeable nature of the option, the share price at grant date and the expected price volatility of the underlying share, the expected dividend yield and the riskfree interest rate for the term of the option. no options have been offered since the end of the year to the date of this report. Performance Share Plan (“PSP”) The PSP permits eligible employees as identified by the Board to be offered allocated unvested shares from the outset of the applicable performance period, with the shares to be held on trust for the participants by a share plan trustee. The shares allocated to those employees are subject to the achievement of performance requirements specified by the Board. The PSP is designed to provide the long-term incentive component of remuneration for managers and any other designated employees. Participation in the PSP is offered on an annual basis. Eligible employees are offered shares to a value determined by reference to the Company’s reward policy and market practice with regard to long-term incentive arrangements provided by peer organisations. The performance requirements and vesting scale applicable to offers under the PSP, for years up to and including 30 June 2009, use TSR as the basis of their performance criteria. The right to receive vested shares will lapse if the performance criteria have not been met at the end of the performance period. Offers made under the PSP subsequent to the year ended 30 June 2009 are based on service requirements. Shares will be acquired for participants following their acceptance of an offer made under the Plan. The shares will be acquired by the plan trustee and held on trust for participants until they are withdrawn from the Plan (after they have vested or are deemed to be vested) or are forfeited, in circumstances outlined below. Shares will be acquired only at times permitted under the Company’s share trading policy. Shares may be acquired by on-market or off-market purchases, by subscribing for new shares to be issued by the Company, or through the reallocation of forfeited shares. The method of acquisition for each share allocation will be determined by the Board. The costs of all share acquisitions under the Plan will be funded by the Group. Participants will not be required to make any payment for the acquisition of shares under the Plan. Shares will not be released from the PSP and will remain subject to a holding lock until a notice of Withdrawal approved by the Board is lodged with the Plan administrator in respect of them. Once a notice of Withdrawal is accepted, the Plan administrator will release the holding lock in respect of the shares which are the subject of that notice. a notice of Withdrawal may be lodged by a participant following the earlier of: n 1 July in the year (being a period commencing 1 July and ending 30 June) that is ten years after the year in which the offer is made and is accepted by the participant; n the participant ceasing to be an employee of the Company; n a ‘capital event’ (generally, a successful takeover offer or scheme of arrangement relating to the Company) occurring; or n the date upon which the Board gives its written consent to the lodgement of a notice of Withdrawal by the participant. While shares remain subject to the PSP rules, participants will, in general, enjoy the rights attaching to those shares (such as voting or dividend rights etc). If a participant resigns from his or her employment with the Company, or otherwise ceases employment in circumstances not involving “special circumstances”, the participant will be required to forfeit any unvested shares held under the Plan on the participant’s behalf, unless the Board otherwise determines. Vested shares will be eligible for withdrawal in accordance with the usual procedure. If a participant ceases to be employed by the Company or retires from office as a result of special circumstances (including death, disability, retirement, redundancy, corporate restructure, or any other circumstances determined by the Board), the Board may in its discretion determine that all or a portion of the participant’s unvested shares are to be treated as vested shares, notwithstanding the fact that the vesting conditions applicable to the shares have not been met because the applicable performance period has not expired. If the Board determines that a participant has acted fraudulently or dishonestly, has committed an act of harassment or discrimination, is in serious breach of any duty to Mortgage Choice, or, in the Board’s reasonable opinion, has brought Mortgage Choice into serious disrepute, any shares to which the participant may have become entitled at the end of the performance period, and any shares held by the participant under the PSP are forfeited by the participant. Mortgage Choice annual Report 2011 Directors’ Report 11 Directors’ Report (continued) The terms and conditions of each offer of performance shares affecting remuneration in this or future reporting periods are as follows: Offer date 31 august 2008 9 December 2009 9 December 2009 9 December 2009 20 September 2010 20 September 2010 20 September 2010 24 December 2010 Value per performance share at offer date $1.00 $1.24 $1.24 $1.24 $1.16 $1.17 $1.19 $1.37 Vesting date 31 august 2011 31 august 2011 31 august 2012 31 august 2013 3 September 2012 3 September 2013 3 September 2014 1 December 2011 Details of performance shares in the Company provided as remuneration to each Director and key management personnel are set out below. Further information on the performance shares is set out in note 31 to the financial statements. Number of performance shares granted during the year Value of performance shares at grant date* Number of performance shares vested during the year Number of performance shares lapsed during the year Value at lapse date** Name Key management personnel M I Russell S R Mitchell n C Rose-Innes a J Russell S C Dehne D M Hoskins 239,300 72,850 62,050 20,000 27,750 20,800 280,699 85,453 72,785 27,300 32,551 24,398 – – – – – – – – – – – 29,300 33,695 – – – – – – 6,950 7,993 Other Company and Group executives J M Stevenson 23,400 27,448 * The value at grant date calculated in accordance with aaSB 2 Share-based Payments of shares granted during the year as part of remuneration. ** The value at lapse date of performance shares that lapsed during the year because a vesting condition was not satisfied is calculated assuming the performance conditions were satisfied. The assessed fair value at grant date of performance shares granted to individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are independently determined using a Monte Carlo simulation model utilising a BlackScholes option pricing model framework that takes into account the term of the performance shares, the vesting criteria, the exercise price (zero), the expected price volatility of the underlying share, the expected dividend yield (acknowledging that dividends will be paid to participants from the date of grant) and the risk free interest rate for the term of the performance shares. There are no performance hurdles associated with the 2011 grant. Two tranches of performance shares were issued in the year to 30 June 2011. The model inputs for performance shares granted on 20 September 2010 included: (a) shares are granted for no consideration and vest over a period of four years; (b) grant date: 20 September 2010 (2010 – 9 December 2009); (c) share price at grant date: $1.16 (2010 – $1.25); (d) expected price volatility of the company’s shares: 30% (2010 – 40%); (e) expected dividend yield: 9.4% (2010 – 9.2%); and (f) risk-free interest rate: 2 years 4.20%, 3 years 4.15% and 4 years 4.16% (2010 – 5.25%). The shares granted on 24 December 2010 were valued at the closing price on the day due to the short term nature of the grant. Shares provided on vesting of performance share entitlements no shares were issued in the company in the year ended 30 June 2011 as a result of the vesting of performance share entitlements. Details of remuneration: cash bonuses, performance shares and options For each cash bonus and grant of performance shares and options in the tables on pages 8 – 9 and 10 – 14, the percentage of the available grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because the person did not meet the service or performance criteria is set out below. The performance shares and options vest at the end of a set period of up to four years, providing vesting conditions are met. no performance shares or options will vest if the conditions are not satisfied, hence the minimum value of the performance shares and options yet to vest is nil. The maximum value of the performance shares and options yet to vest has been determined as the amount of the grant date fair value of the performance shares and options that is yet to be expensed. 12 STI Performance shares and options Name Paid % Forfeited % Financial year granted Vested % Forfeited % Financial years in which shares and options may vest Minimum total value of grant yet to vest $ Maximum total value of grant yet to vest $ M I Russell 100 S R Mitchell 100 n C Rose-Innes a J Russell 100 – S C Dehne 100 D M Hoskins – J M Stevenson 100 – – – – – – – 2011 2011 2011 2010 2010 2010 2009 2011 2011 2011 2010 2010 2010 2011 2011 2011 2010 2010 2010 2009 2008 2011 2011 2011 2011 2010 2010 2010 2011 2011 2011 2011 2011 2011 2010 2010 2010 2009 2008 – – – – – – 100 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 100 – – – – – – – – – – – – – – – – – 100 30/6/2015 30/6/2014 30/6/2013 30/6/2014 30/6/2013 30/6/2012 – 30/6/2015 30/6/2014 30/6/2013 30/6/2014 30/6/2013 30/6/2012 30/6/2015 30/6/2014 30/6/2013 30/6/2014 30/6/2013 30/6/2012 30/6/2012 – 30/6/2012 30/6/2015 30/6/2014 30/6/2013 30/6/2014 30/6/2013 30/6/2012 30/6/2015 30/6/2014 30/6/2013 30/6/2015 30/6/2014 30/6/2013 30/6/2014 30/6/2013 30/6/2012 30/6/2012 – nil nil nil nil nil nil – nil nil nil nil nil nil nil nil nil nil nil nil nil – nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil – 76,072 68,991 55,954 57,577 42,452 9,717 – 23,160 21,000 17,036 15,029 11,081 2,536 19,729 17,889 14,508 14,933 11,010 2,520 1,354 – 12,337 8,823 8,002 6,485 6,510 4,800 1,099 6,615 5,996 4,862 7,442 6,748 5,469 5,704 4,205 963 665 – Shares under option unissued ordinary shares of Mortgage Choice limited under option at the date of this report are as follows: Date options granted 1 May 2009 Expiry date 1 May 2019 Exercise price Number under option $0.76 2,500,000 no option holder has any right under the options to participate in any other share issue of the Company or any other Group entity. Shares provided on exercise of remuneration options no options issued to key management personnel were exercised during the year. Insurance of Directors and Officers Insurance premiums were paid for the year ended 30 June 2011 in respect of Directors’ and Officers’ liability and legal expenses for Directors and Officers of the Company and all controlled entities. The insurance contract prohibits disclosure of the premium paid. The insurance premiums relate to: n Costs and expenses incurred by relevant Directors and Officers in defending any proceedings; and n Other liabilities that may arise from their position, with the exception of conduct involving dishonesty, wrongful acts, or improper use of information or position to gain personal advantage. Mortgage Choice annual Report 2011 Directors’ Report 13 Directors’ Report (continued) The Company has entered into deeds of access, insurance and indemnity with the Directors, the Chief Executive Officer, the Chief Financial Officer and Company Secretary. The indemnity is subject to the restrictions prescribed in the Corporations Act 2001. Subject to the terms of the deed, it also gives each executive a right of access to certain documents and requires the Company to maintain insurance cover for the executives. no indemnities were paid to current or former officers or auditors during or since the end of the year. Proceedings on behalf of the Company no person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. no proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Non-audit services The Company may decide to employ the auditor on assignments in addition to their statutory audit duties where the auditor’s expertise and experience with the Company or Group are important. The Board of Directors has considered the position and, in accordance with the advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 as none of the services undermine the general principles relating to auditor independence as set out in aPES 110 Code of Ethics for Professional Accountants. Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for non-audit services provided during the year are set out below. Non-audit services Audit-related services PricewaterhouseCoopers australian firm: Other assurance services Total remuneration for audit-related services Taxation services PricewaterhouseCoopers australian firm: Tax compliance services Other tax services Total remuneration for taxation services Total remuneration for non-audit services Consolidated 2011 $ 2010 $ 9,000 9,000 8,000 8,000 23,900 10,645 34,545 23,700 30,610 54,310 43,545 62,310 Auditor’s independence declaration a copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 20. Rounding The Company is of a kind referred to in Class Order 98/100 issued by the australian Securities & Investments Commission, relating to the “rounding off” of amounts in the Directors’ report. amounts in the Directors’ report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of the Directors. Peter Ritchie Director Sydney 24 august 2011 14 Corporate Governance Statement for the year ended 30 June 2011 Mortgage Choice limited has in place corporate governance practices to ensure the Company and the Group are effectively directed and managed, risks are monitored and assessed and appropriate disclosures are made. a statement of the Company’s full corporate governance practices is set out below. The Company considers that it complies with the august 2007 aSX Corporate Governance Principles and Recommendations (including 2010 amendments to the extent that they apply to the Company’s financial year ended 30 June 2011). Principle 1: Lay solid foundations for management and oversight The Board acts on behalf of shareholders and is accountable to shareholders for the overall direction, management and corporate governance of the Company. The Board is responsible for: n overseeing the Company, including its control and accountability systems; n appointing and removing the Chief Executive Officer; n monitoring the performance of the Chief Executive Officer; n monitoring senior management’s implementation of strategy, and ensuring appropriate resources are available; n reporting to shareholders; n providing strategic advice to management; n approving management’s corporate strategy and performance objectives; n determining and financing dividend payments; n approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures; n approving and monitoring financial and other reporting; n n reviewing and ratifying systems of risk management, internal compliance and control, and legal compliance to ensure appropriate compliance frameworks and controls are in place; reviewing and overseeing the implementation of the Company’s corporate code of conduct and code of conduct for Directors and senior executives; n approving charters of Board committees; n monitoring and ensuring compliance with legal and regulatory requirements and ethical standards and policies; and n monitoring and ensuring compliance with best practice corporate governance requirements. Responsibility for day-to-day management and administration of the Company is delegated by the Board to the Chief Executive Officer and the executive team. Principle 2: Structure the Board to add value The Board comprises two non-Executive Directors and four independent non-Executive Directors including the Chairman, Peter Ritchie, Steve Jermyn and Deborah Ralston, who were appointed as non-Executive Directors in the period prior to the Company’s listing on the aSX, and Sean Clancy, who was appointed in May 2009. These individuals bring a long history of public company, operational and franchising experience with them and assist in overseeing the corporate governance of the Company. The Board operates in accordance with the broad principles set out in its Charter which is available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. Mortgage Choice annual Report 2011 Corporate Governance Statement 15 Corporate Governance Statement (continued) Corporate Governance Statement (continued) Corporate Governance Statement (continued) Board size, composition and independence The Charter states that: n n there must be a minimum of five Directors and a maximum of seven Directors; the Board must comprise: – a majority of independent non-Executive Directors; – Directors with an appropriate range of skills, experience and expertise; – Directors who can understand and competently deal with current and emerging business issues; and – Directors who can effectively review and challenge the performance of management and exercise independent judgement; n the nomination committee is responsible for recommending candidates for appointment to the Board; and n each Director is appointed by a formal letter of appointment setting out the key terms and conditions of their appointment to ensure that each Director clearly understands the Company’s expectations of him or her. Directors’ independence The Board Charter sets out specific principles in relation to Directors’ independence. These state that an independent non-Executive Director is one who is independent of management and: n is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; n within the last three years has not been employed in an executive capacity by the Company or another Group member, or been a Director after ceasing to hold any such employment; n within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another Group member, or an employee materially associated with the service provided; n is not a material supplier or customer of the Company or other Group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; n has no material contractual relationship with the Company or another Group member other than as a Director of the Company; n has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and n is free from any interest in any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company. all Directors are required to complete an independence questionnaire. Independent professional advice Board committees and individual Directors may seek independent external professional advice for the purposes of proper performance of their duties. Performance assessment The performance of the Board, the Directors and key executives is reviewed annually. The nomination committee is responsible for reviewing: n n n the Board’s role; the processes of the Board and Board committees; the Board’s performance; and n each Director’s performance before the Director stands for re-election. The process for performance evaluation of the Board, its committees and individual Directors, and key executives that has been adopted by the Board is available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. a review of the Board was conducted by the Chairman of the nomination committee in concert with the Company Secretary during the financial year ended 30 June 2011. Board committees Mortgage Choice has three Board committees comprising the remuneration committee, the audit committee and the nomination committee. These committees serve to support the functions of the Board and will make recommendations to Directors on issues relating to their area of responsibility. 16 The nomination committee The objective of the nomination committee is to help the Board achieve its objective of ensuring the Company has a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties. The nomination committee is responsible for evaluating the Board’s performance. The nomination committee comprises Peter Ritchie and Rodney Higgins. The nomination committee charter is available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. Principle 3: Promote ethical and responsible decision making Codes of conduct The Company has adopted a corporate code of conduct setting out its legal and other obligations to all legitimate stakeholders including shareholders, franchisees, employees, customers and the community. The Company has also adopted a code of conduct for Directors and senior executives setting out required standards of behaviour, for the benefit of all shareholders. The purpose of this code of conduct is to: n articulate the high standards of honesty, integrity, ethical and law-abiding behaviour expected of Directors and senior executives; n encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders (including franchisees, employees, customers, suppliers and creditors); n guide Directors and senior executives as to the practices thought necessary to maintain confidence in the Company’s integrity; and n set out the responsibility and accountability of Directors and senior executives to report and investigate any reported violations of this code or unethical or unlawful behaviour. The Company requires that its Directors and senior executives adhere to a share trading policy that restricts the purchase and sale of Company securities to three six-week periods following the release of the half-yearly and annual financial results to the market, and the annual General Meeting. Copies of the Corporate Code of Conduct, the Code of Conduct for Directors and Senior Executives and the Share Trading Policy are available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. Diversity policy The Company believes that embracing diversity in its workforce contributes to the achievement of its corporate objectives and enhances its reputation. as a result the Company has developed a diversity policy. It enables the Company to: n recruit the right people from a diverse pool of talented candidates; n make more informed and innovative decisions, drawing on the wide range of ideas, experiences, approaches and perspectives that employees from diverse backgrounds, and with differing skill sets, bring to their roles; and n better represent the diversity of all our stakeholders. The Company is committed to achieving the goals of: (a) providing access to equal opportunities at work based on merit; and (b) fostering a corporate culture that embraces and values diversity. We are an equal opportunity employer and welcome people from a diverse set of backgrounds. The diversity policy includes requirements for the Board to establish measurable objectives for achieving gender diversity, and for the Board to assess annually both the objectives, and the Company’s progress in achieving them. a copy of the Diversity Policy is available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. Principle 4: Safeguard integrity in financial reporting The audit committee The audit committee provides advice and assistance to the Board in fulfilling the Board’s responsibilities relating to: n financial reporting; n the application of accounting policies; n business policies and practices; n n legal and regulatory compliance; and internal risk control and management systems. The audit committee comprises Steve Jermyn (Chairman), Sean Clancy, Peter Higgins and Deborah Ralston. The objective of the audit committee is to: n maintain and improve the quality, credibility and objectivity of the financial accountability process; and n provide a forum for communication between the Board and senior financial and compliance management. The audit committee charter is available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. Mortgage Choice annual Report 2011 Corporate Governance Statement 17 Corporate Governance Statement (continued) External auditor The Company has adopted procedures for the selection and appointment of the external auditor which are available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. The audit committee will regularly review the performance of the external auditor and consider any ongoing appointment. The external auditor should rotate the senior audit partner and the audit review partner every five years with suitable succession planning to ensure consistency. The external auditor should not place itself in a position where its objectivity may be impaired or where a reasonable person might conclude that its objectivity has been impaired. This requirement also applies to individual members of an audit team. The credibility and integrity of the financial reporting process is paramount. The Company has adopted guidelines on external auditor independence. These guidelines help to ensure a consistent approach to the appointment and review of external auditors. The Company will not give work to the external auditor likely to give rise to a ‘self review threat’ (as defined in australian Professional and Ethical Standards aPES110, The Institute of Chartered accountants in australia and CPa australia). It is the policy of the external auditors to provide an annual declaration of their independence to the audit committee. The external auditor is requested to attend the annual General Meeting of the Company. Principle 5: Make timely and balanced disclosure Continuous disclosure The Company has adopted a market disclosure protocol. The objective of this protocol is to: n ensure the Company immediately discloses information that a reasonable person would expect to have a material effect on the price of the Company’s securities to aSX in accordance with the aSX listing Rules and the Corporations Act 2001 (Cth); n ensure officers and employees are aware of the Company’s continuous disclosure obligations; and n establish procedures for: – the collection of all potentially price-sensitive information; – assessing if information must be disclosed to aSX under the aSX listing Rules or the Corporations Act 2001 (Cth); – – releasing to aSX information determined to be price-sensitive information and to require disclosure; and responding to any queries from aSX (particularly queries under listing Rule 3.1B). The protocol is carried out through a market disclosure committee comprised of management representatives. The market disclosure committee is responsible for: n ensuring compliance with continuous disclosure obligations; n establishing a system to monitor compliance with continuous disclosure obligations and this protocol; n monitoring regulatory requirements so that this protocol continues to conform with those requirements; n monitoring movements in share price and share trading to identify circumstances where a false market may have emerged in company securities; and n making decisions about trading halts. all relevant information provided to aSX will be posted immediately on the Company’s website, www.MortgageChoice.com.au., in compliance with the continuous disclosure requirements of the Corporations Act 2001 (Cth) and aSX listing Rules. Principle 6: Respect the rights of shareholders Communication to shareholders The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. The Board will: n communicate effectively with shareholders; n give shareholders ready access to balanced and understandable information about the Company and its corporate goals; and n make it easy for shareholders to participate in general meetings. Information is communicated to shareholders through aSX announcements, the Company’s annual report, the annual General Meeting, half and full year results announcements and the Company’s website, www.MortgageChoice.com.au. The Board has adopted a communications strategy to facilitate and promote effective communication with shareholders and encourage participation at general meetings. arrangements the Company has to promote communication with shareholders are set out in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. 18 Principle 7: Recognise and manage risk The Company has adopted and endorsed a compliance policy. The policy is a commitment to: n promote a culture of compliance throughout the Company and franchise network; n create an understanding of the relevant laws at all levels; n minimise the possibility of a contravention of the law and manage any legal risk; n enhance the Company’s corporate image and customer service; and n market, promote and sell the Company’s services in a way that is competitive, ethical, honest and fair, and in compliance with the law. The Company has developed and implemented a compliance program. The aim of the program is to promote a culture of compliance through a number of measures including staff and franchise network training, compliance procedures, support systems and the appointment of staff responsible for compliance. The centrepiece of the program is a web based compliance education and evaluation tool. a self paced system, it covers the key legislative and regulatory obligations applicable to the business. Each major regulatory area (Trade Practices, Privacy, Equal Opportunity, Occupational Health and Safety, Technology, Franchising, national Consumer Credit Protection act) is covered. all staff and the Board are required to complete all modules and must repeat the program at prescribed intervals. The program has also been rolled out to the franchise network. The Company expects its employees, franchisees and representatives to actively support its compliance program. It is each employee, franchisee and representative’s responsibility to make use of the training systems and support offered by the Company. non-compliance with the law or failure to comply with the compliance program will not be tolerated and could result in disciplinary action. In order to comply with the australian standard for risk management, the Company has initiated a corporate risk management plan. In fundamental terms, this process involves: n analysing all aspects of the business to determine what operational risks are faced, either on a continuous or isolated basis; n having determined these risks, assessing each of them to allocate a rating based upon the likelihood of occurrence and consequence of occurrence; n determining what control measures are in place to eliminate or reduce the identified risk – this leads to allocating each risk a rating, all of which is recorded in a risk register; and n executive management then make decisions as to how each risk is to be handled i.e. avoided, managed, transferred or accepted. The Risk Register is a dynamic document that changes as business operations vary, resulting in new risks. Management has reported to the Board that risk management and internal control systems effectively manage the Company’s material business risks. Corporate reporting The Chief Executive Officer and Chief Financial Officer have certified that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and are in accordance with relevant accounting standards. Principle 8: Remunerate fairly and responsibly The remuneration committee The remuneration committee is responsible for determining and reviewing compensation arrangements for the Directors and senior management team. The remuneration committee comprises Peter Ritchie, Rodney Higgins and Sean Clancy. The objective of the remuneration committee is to help the Board achieve its objective of ensuring the Company: n has coherent remuneration policies and practices to attract and retain executives and Directors who will create value for shareholders; n observes those remuneration policies and practices; and n fairly and responsibly rewards executives and other employees having regard to the performance of the Company, the performance of the executive or employee and the general and specific remuneration environment. non-Executive Directors are not entitled to retirement benefits with the exception of statutory superannuation. The remuneration committee charter is available in the Shareholders section of the Company’s website at www.MortgageChoice.com.au. Mortgage Choice annual Report 2011 Corporate Governance Statement 19 20 Financial Report for the year ended 30 June 2011 The financial statements were authorised for issue by the Directors on 24 August 2011. The Company has the power to amend and reissue the financial statements. Through the use of the internet, we have ensured that our corporate reporting is timely, complete, and available globally at minimum cost to the Company. all financial statements and other information are available in the Shareholders section of company’s website: www.MortgageChoice.com.au These financial statements are the consolidated financial statements of the consolidated entity consisting of Mortgage Choice limited and its subsidiaries. The financial statements are presented in the australian currency. Mortgage Choice limited is a company limited by shares, incorporated and domiciled in australia. Its registered office and principal place of business is: Mortgage Choice Limited Level 10, 100 Pacific Highway North Sydney NSW 2060 a description of the nature of the consolidated entity’s operations and its principal activities is included in the Directors’ report which is not part of these financial statements. contents 22 ⁄ Consolidated income statement 23 ⁄ Consolidated statement of comprehensive income 24 ⁄ Consolidated balance sheet 25 ⁄ Consolidated statement of changes in equity 26 ⁄ Consolidated statement of cash flows 27⁄ notes to the consolidated financial statements 61⁄ Directors’ declaration 62 ⁄ Independent audit report to members of Mortgage Choice limited Mortgage Choice annual Report 2011 Financial Report 21 Consolidated Income Statement for the year ended 30 June 2011 Revenue from continuing operations Other income Expenses from continuing operations Sales Technology Marketing Finance Corporate Finance costs Profit before income tax Income tax expense Net profit attributable to the owners of Mortgage Choice Limited Earnings per share for profit from continuing operations attributable to the ordinary equity holders of the Company Basic earnings per share Diluted earnings per share notes 5 6 7 8 30 30 2011 $’000 2010 $’000 169,002 170,513 504 815 (95,099) (103,417) (5,005) (7,629) (1,955) (4,808) (15,681) 39,329 (11,870) 27,459 Cents 22.9 22.7 (4,677) (8,378) (1,800) (4,709) (14,879) 33,468 (9,989) 23,479 Cents 19.7 19.5 The above consolidated income statement should be read in conjunction with the accompanying notes. Mortgage Choice annual Report 2011 Consolidated Income Statement 22 Consolidated Statement of Comprehensive Income for the year ended 30 June 2011 Profit for the year Other comprehensive income Total comprehensive income attributable to the owners of Mortgage Choice Limited notes 2011 $’000 27,459 – 2010 $’000 23,479 – 27,459 23,479 The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. Mortgage Choice annual Report 2011 Consolidated Statement of Comprehensive Income 23 Consolidated Balance Sheet as at 30 June 2011 ASSETS Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Receivables Property, plant and equipment Deferred tax assets Intangible assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Current tax liabilities Provisions Total current liabilities Non-current liabilities Trade and other payables Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Retained profits Total equity notes 2011 $’000 2010 $’000 9 10 11 12 13 14 15 16 17 18 19 20 21(a) 21(b) 9,027 92,082 101,109 10,042 83,315 93,357 208,262 184,326 1,534 847 3,159 1,759 813 3,516 213,802 190,414 314,911 283,771 60,673 1,899 807 63,379 126,121 34,704 397 58,372 2,664 539 61,575 114,795 29,615 507 161,222 144,917 224,601 206,492 90,310 77,279 1,207 1,141 87,962 1,207 597 75,475 90,310 77,279 The above consolidated balance sheet should be read in conjunction with the accompanying notes. Mortgage Choice annual Report 2011 Consolidated Balance Sheet 24 Consolidated Statement of Changes in Equity for the year ended 30 June 2011 Balance at 1 July 2009 notes Contributed equity $’000 808 Reserves $’000 471 Retained earnings $’000 65,117 Total $’000 66,396 Total comprehensive income for the year as reported in the 2010 financial statements – – 23,479 23,479 Transactions with equity holders in their capacity as owners: Contributions of equity net of transaction costs Dividends paid Employee share options – value of employee services Balance at 30 June 2010 Total comprehensive income for the year as reported in the 2011 financial statements Transactions with equity holders in their capacity as owners: Contributions of equity net of transaction costs Dividends paid Employee share options – value of employee services 31 22 31 31 22 31 399 – – 399 1,207 – – – – (59) – 185 126 597 – – – 544 544 – (13,121) – 340 (13,121) 185 (13,121) (12,596) 75,475 77,279 27,459 27,459 – – (14,972) (14,972) – 544 (14,972) (14,428) Balance at 30 June 2011 1,207 1,141 87,962 90,310 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Mortgage Choice annual Report 2011 Consolidated Statement of Changes in Equity 25 Consolidated Statement of Cash Flows for the year ended 30 June 2011 notes 2011 $’000 2010 $’000 Cash flows from operating activities Receipts from customers (inclusive of goods and services tax) Payments to suppliers and employees (inclusive of goods and services tax) Interest received from trailing commissions Interest paid on trailing commissions Income taxes paid Net cash inflow from operating activities Cash flows from investing activities Payments for property, plant, equipment and intangibles Payments for acquisition of loanKit business Proceeds from sale of property, plant and equipment Interest received Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from sale of shares Dividends paid to company’s shareholders Net cash (outflow) from financing activities 29 Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of year 9 The above consolidated statement cash flows should be read in conjunction with the accompanying notes. 123,653 (111,377) 12,276 25,280 (15,681) (7,580) 14,295 (934) – 5 591 (338) – (14,972) (14,972) (1,015) 10,042 9,027 129,402 (116,251) 13,151 24,068 (14,879) (3,543) 18,797 (1,180) (500) – 373 (1,307) 339 (13,121) (12,782) 4,708 5,334 10,042 Mortgage Choice annual Report 2011 Consolidated Statement of Cash Flows 26 Notes to Consolidated Financial Statements for the year ended 30 June 2011 Note 1 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Mortgage Choice limited and its subsidiaries. A. Basis of preparation These general purpose financial statements have been prepared in accordance with australian accounting Standards, other authoritative pronouncements of the australian accounting Standards Board, urgent Issues Group Interpretations and the Corporations Act 2001. Compliance with IFRS The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International accounting Standards Board (IaSB). Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available for sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit and loss, certain classes of property, plant and equipment and investment property. Critical accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. B. Principles of consolidation (i) Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Mortgage Choice limited (“Company” or “Parent entity”) as at 30 June 2011 and the results of all subsidiaries for the year then ended. Mortgage Choice limited and its subsidiaries together are referred to in this financial report as the Group or the Consolidated entity. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group (refer to note 1G). Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Investments in subsidiaries are accounted for at cost in the individual financial statements of Mortgage Choice limited. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 27 Note 1. Summary of significant accounting policies (continued) (ii) Employee Share Trust The Group has formed a trust to administer the Group’s employee share scheme. This trust is consolidated, as the substance of the relationship is that the trust is controlled by the Group. Shares held by the employee share scheme are disclosed as treasury shares and deducted from contributed equity. C. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. D. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. The Parent entity provides loan origination services through its franchise network and receives origination commission on the settlement of loans. additionally, the lender will normally pay a trailing commission over the life of the loan. Revenue over the estimated life of loans written is recognised on the settlement of the loans as no additional services are required to receive the entitled funds. additionally, the Parent entity earns income from the sale of franchises and franchisee services. Other companies in the Group earn service fees by processing commissions for contracted brokers and provide software services. Revenue is recognised as the service is performed. Revenue from sale of services is recognised as follows: (i) Origination commissions Origination commissions received by the Company are recognised as revenue on settlement of the loan. Commissions may be “clawed back” by lenders at a later date as per their individual policies. These clawbacks are netted against revenue at the time incurred. (ii) Trailing commissions The Company receives trailing commissions from lenders over the life of the settled loans in its loan book based on outstanding balance. The Company also makes trailing commission payments to franchisees based on the outstanding loan book balance of the individual franchisees. On initial recognition at settlement, trailing commission revenue and the related receivable are recognised at fair value being the net present value of the expected future trailing commissions to be received. an associated expense and payable to the franchisees are also recognised initially measured at fair value being the net present value of the expected future trailing commission payable to franchisees. Subsequent to initial recognition and measurement, both the trailing commission receivable and payable are measured at amortised cost. The carrying amounts of the receivable and payable are adjusted to reflect actual and revised estimated cash flows by recalculating the net present value of estimated future cash flows at the original effective interest rate. any resulting adjustment to the carrying value is recognised as income or expense in the income statement. (iii) Franchise fee income Franchise fee income is derived from the sale of franchises by the Company and comprises licence fees and contributions for training and franchise consumables. licence fees are partially repayable should franchisees terminate their franchise agreement in accordance with a repayment schedule as defined in the agreement. licence fee income is recognised over a four year period in accordance with this schedule. Contributions for training and consumables are recognised as revenue on receipt. licence fees which may be repayable to franchisees at the balance sheet date are included in liabilities. (iv) Service fee income Other companies in the Group also provide services to mortgage brokers by collecting origination and trailing commissions and processing them for the broker in exchange for a fee, as well as providing software and other services. Fees for these services are recognised at the time the service is provided. (v) Interest income Interest income is recognised using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. (vi) Other income Other income includes contributions from lenders towards conferences and workshops which are recognised as income in the period the conference or workshop is held. also included in this category are other non-operating revenues recognised in the period to which the income relates. 28 E. Income tax The income tax expense for the period is the tax payable on the current period’s taxable income, based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences. The current income tax charge is calculated on the basis of the tax laws substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Mortgage Choice limited and its wholly-owned controlled entities have implemented the tax consolidation legislation. as a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive or directly in equity, respectively. (i) Investment allowances Companies within the Group may be entitled to claim special tax deductions for investments in qualifying assets (investment allowances). The Group accounts for such allowances as tax credits which means that the allowance reduces income tax payable and current tax expense. a deferred tax asset is recognised for unclaimed tax credits that may be carried forward. (ii) Tax consolidation legislation Mortgage Choice limited and its wholly owned australian controlled entities are members of a consolidated group for income tax purposes. The head entity Mortgage Choice limited and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a standalone taxpayer in its own right. In addition to its own current and deferred tax amounts, Mortgage Choice limited also recognises current tax liabilities or assets, and deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. F. Leases leases of property, plant and equipment, where the Group as lessee has substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other long term payables. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term. leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. G. Business combinations The acquisition method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred for an acquisition comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. acquisition related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition by acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share in the acquiree’s net identifiable assets. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 29 Note 1. Summary of significant accounting policies (continued) The excess of the consideration transferred the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss. H. Impairment of assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. an impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. 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). nonfinancial assets that have suffered impairment are reviewed for possible reversal of that impairment at each reporting date. I. Cash and cash equivalents For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Overdrafts are shown in borrowings in current liabilities on the balance sheet. J. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due in 30 days. Collectability of receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. a provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the income statement in other expenses. K. Trailing commissions receivable Receivables related to trailing commissions are recognised in accordance with the revenue recognition policy outlined in note 1D. L. Investments and other financial assets The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held to maturity, reevaluates this designation at each reporting date. Loans and receivables loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than twelve months after the balance sheet date which are classified as noncurrent assets. loans and receivables are included in trade and other receivables in the balance sheet (notes 10 and 11). M. Property, plant and equipment all property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. all other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. 30 Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements, the shorter lease term as follows: Office equipment Computer equipment Furniture and fittings 5 – 10 years 3 – 4 years 10 – 15 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. an asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1H). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. N. Intangible assets Software acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years). Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that will probably generate future economic benefits exceeding costs beyond one year, are recognised as intangible assets. Computer software development costs recognised as assets are amortised over their estimated useful lives (not exceeding five years). O. Trade and other payables These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. P. Trailing commissions payable Payables related to trailing commissions are recognised in accordance with the revenue recognition policy outlined in note 1D. Q. Borrowing costs Borrowing costs are recognised as expenses. R. Provisions Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. S. Employee benefits Short-term obligations liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months after the end of the period in which the employees render the related service, are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid. The liability for annual leave is included in provisions. The liability for all other short-term employee benefits are included in trade and other payables. Other long-term employee benefit obligations The liability for long service leave and annual leave, which is not expected to be settled within 12 months after the end of the period in which the employees render the related service, is recognised in the provisions and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Retirement benefit obligations Contributions to the defined contribution fund are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 31 Note 1. Summary of significant accounting policies (continued) Share-based payments Share-based compensation benefits are provided to employees via the Mortgage Choice Executive Performance Option Plan and the Mortgage Choice Performance Share Plan. Information relating to these schemes is set out in note 31. The fair value of options granted under the Mortgage Choice Executive Performance Option Plan and performance shares granted under the Mortgage Choice Performance Share Plan is recognised as an employee benefit expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options and performance shares granted, which includes any market performance conditions but excludes the impact of any service and non-market performance vesting conditions and the impact of any non-vesting conditions. non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. at the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. The Mortgage Choice Executive Performance Option Plan and performance shares granted under the Mortgage Choice Performance Share Plan are administered by the Mortgage Choice Performance Share Plan Trust; see note 1B (ii). Short term incentive plans The Group recognises a liability and an expense where contractually obliged or where there is a past practice that it has created a constructive obligation. Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value. T. Contributed equity Ordinary shares are classified as equity. 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. Incremental costs directly attributable to the issue of new shares or option for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. Where any group company purchases the company’s equity instruments, for example as the result of a share buy-back or a share- based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of Mortgage Choice limited as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of Mortgage Choice limited. U. Dividends Provision is made for the amount of any dividend declared, that is appropriately by the Directors on or before the end of the financial year but not yet at the reporting date. V. Earnings per share (i) Basic earnings per share Basic earnings per share is determined by dividing net profit after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. W. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow. 32 X. Rounding of amounts The Company is of a kind referred to in Class Order 98/100, issued by the australian Securities & Investments Commission, relating to the “rounding off” of amounts in the financial statements. amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Y. New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2011 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is set out below. AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2013) aaSB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2013 but is available for early adoption. When adopted, the standard will affect in particular the group’s accounting for its available-for-sale financial assets, since aaSB 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale debt investments, for example, will therefore have to be recognised directly in profit or loss. There will be no impact on the group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the group does not have any such liabilities. The derecognition rules have been transferred from aaSB 139 Financial Instruments: Recognition and Measurement and have not been changed. The group has not yet decided when to adopt aaSB 9. Revised AASB 124 Related Party Disclosures and AASB 2009-12 Amendments to Australian Accounting Standards (effective from 1 January 2011) In December 2009 the aaSB issued a revised aaSB 124 Related Party Disclosures. It is effective for accounting periods beginning on or after 1 January 2011 and must be applied retrospectively. The amendment clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities and clarifies and simplifies the definition of a related party. The Group will apply the amended standard from 1 July 2011. When the amendments are applied, the Group will need to disclose any transactions between its subsidiaries and its associates. However, there will be no impact on any of the amounts recognised in the financial statements. AASB 2010-6 Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets (effective for annual reporting periods beginning on or after 1 July 2011) amendments made to aaSB 7 Financial Instruments: Disclosures in november 2010 introduce additional disclosures in respect of risk exposures arising from transferred financial assets. The amendments will affect particularly entities that sell, factor, securitise, lend or otherwise transfer financial assets to other parties. They are not expected to have any significant impact on the group’s disclosures. The group intends to apply the amendment from 1 July 2011. AASB 1053 Application of Tiers of Australian Accounting Standards and AASB 2010-2 Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements (effective from 1 July 2013) On 30 June 2010 the aaSB officially introduced a revised differential reporting framework in australia. under this framework, a two- tier differential reporting regime applies to all entities that prepare general purpose financial statements. Mortgage Choice limited is listed on the aSX and is not eligible to adopt the new australian accounting Standards – Reduced Disclosure Requirements. The two standards will therefore have no impact on the financial statements of the entity. Z. Parent entity financial information The financial information for the parent entity, Mortgage Choice limited, disclosed in note 32 has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Mortgage Choice limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. (ii) Tax consolidation legislation Mortgage Choice limited and its wholly-owned australian controlled entities have implemented the tax consolidation legislation. The head entity, Mortgage Choice limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a standalone taxpayer in its own right. In addition to its own current and deferred tax amounts, Mortgage Choice limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. The entities intend to also enter into a tax funding agreement under which the wholly-owned entities fully compensate Mortgage Choice limited for any current tax payable assumed and are compensated by Mortgage Choice limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Mortgage Choice Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 33 Note 1. Summary of significant accounting policies (continued) limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the group. any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. (iii) Financial guarantees Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair values of these guarantees are accounted for as contributions and recognised as part of the cost of the investment. Note 2 Financial risk management The Group has limited exposure to financial risks. The Group does not use derivative financial instruments such as foreign exchange contracts, interest rate swaps or other derivative instruments to hedge risk exposures. It does not operate internationally, does not have any debt or significant interest rate exposure and is not exposed to either securities price risk or commodity price risk. Risk management is carried out by the Group’s finance department under policies approved by the Board of Directors. The Group holds the following financial instruments: Financial assets Current Cash and cash equivalents Trade and other receivables Non-current Receivables 2011 $’000 2010 $’000 9,027 92,082 10,042 83,315 208,262 309,371 184,326 277,683 The Group’s policies in relation to financial risks to which it has exposure are detailed below. A. Market risk Interest rate risk The Group’s main interest rate risk arises from cash and cash equivalents. at 30 June 2011 the weighted average interest rate on its cash balances was 4.6% (2010 4.5%). If interest rates were to increase by 100 basis points, the Group’s after tax result would increase by $97,000 (2010 $68,000). a decrease of 100 basis points would reduce the Group’s after tax result by $97,000 (2010 $68,000). The Group does not have any borrowings and therefore is not exposed to interest rate risk on borrowings. B. Credit risk Credit risk is assessed on a Group basis. It arises from cash and cash equivalents placed with banks as well as credit exposure to financial institutions on the Group’s lender panel from which future trailing commissions are due. The majority of these financial institutions are authorised Deposit-taking Institutions (aDIs) and therefore regulated by the australian Prudential Regulation authority (aPRa) and are independently rated. This forms the basis of the Group’s assessment of credit risk. If the lender has not been independently rated, credit risk is assessed taking into account its financial position, past experience and other factors. The table below indicates the Group’s exposure to each ratings category. The Group bears the risk of non-payment of future trailing commissions by lenders should they become insolvent but correspondingly, there is no legal requirement to pay out any trailing commissions due to brokers or franchisees that have not been received. The risk profile of the Group is set out in the table below. 34 2011 aDIs non aDIs Total receivable 2010 aDIs non aDIs Total receivable Current assets Standard & Poor’s credit rating Trade receivables NPV future trailing commissions receivable Non-current assets NPV future trailing commissions receivable aa a+ a BBB+ BBB BBB- not rated a+ not rated $’000 7,862 1,452 227 703 193 77 40 10,554 13 220 233 10,787 $’000 56,230 12,843 909 4,846 1,322 304 357 76,811 – 1,226 1,226 78,037 Current assets Standard & Poor’s credit rating Trade receivables NPV future trailing commissions receivable aa a+ a BBB+ BBB not rated a+ not rated $’000 8,294 1,025 643 440 232 398 $’000 52,221 6,915 4,388 2,114 1,335 2,843 11,032 69,816 180,026 8 315 323 11,355 – 1,648 1,648 71,464 – 4,250 4,250 184,276 $’000 150,063 34,274 2,426 12,933 3,529 811 953 204,989 – 3,273 3,273 208,262 Non-current assets NPV future trailing commissions receivable $’000 134,656 17,830 11,314 5,452 3,441 7,332 Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 35 Note 2. Financial Risk Management (continued) The tables below analyse the Group’s financial assets into relevant maturity groupings based on the expected future cashflows. no financial assets are past due or impaired. At 30 June 2011 Non-derivatives Interest bearing Cash and cash equivalents Other receivables Non-interest bearing Cash and cash equivalents Trade receivables Other receivables Future trailing commissions receivable At 30 June 2010 Non-derivatives Interest bearing Cash and cash equivalents Non-interest bearing Cash and cash equivalents Trade receivables Other receivables Future trailing commissions receivable C. Liquidity risk Less than 6 months 6 – 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years Total cash flows Carrying amount $’000 $’000 $’000 $’000 $’000 $’000 $’000 9,024 88 3 11,078 1,979 42,082 64,254 – 85 – – 5 – 166 – – 39 – 466 – – – – 603 – – – 9,024 1,408 3 11,078 2,023 9,024 944 3 11,078 2,023 39,942 40,032 69,937 70,142 136,694 137,160 103,485 104,088 392,140 415,676 286,299 309,371 Less than 6 months $’000 6 – 12 months $’000 Between 1 and 2 years $’000 Between 2 and 5 years Over 5 years $’000 $’000 Total cash flows $’000 Carrying amount $’000 10,039 3 11,355 479 40,409 62,285 – – – 17 – – – 33 – – – 17 – – – – 3 11,355 546 10,039 10,039 38,666 38,683 65,494 65,527 121,341 121,358 90,596 90,596 356,506 378,449 3 11,355 546 255,740 277,683 Prudent liquidity risk management implies maintaining sufficient cash and marketable securities. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradable in highly liquid markets. The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on the expected future cashflows. Contractual maturities of financial liabilities At 30 June 2011 Non-derivatives Non-interest bearing Trade payables Other payables Future trailing commissions payable Less than 6 months $’000 6 – 12 months $’000 Between 1 and 2 years $’000 Between 2 and 5 years Over 5 years $’000 $’000 Total cash flows $’000 Carrying amount $’000 9,675 3,987 25,292 38,954 – 108 24,023 24,131 – 82 42,222 42,304 – 46 61,804 61,850 – – 9,675 4,223 83,744 83,744 237,085 250,983 9,675 4,223 172,896 186,794 36 Contractual maturities of financial liabilities At 30 June 2010 Non-derivatives Non-interest bearing Trade payables Other payables Future trailing commissions payable Less than 6 months $’000 6 – 12 months $’000 Between 1 and 2 years $’000 Between 2 and 5 years Over 5 years $’000 $’000 Total cash flows $’000 Carrying amount $’000 10,754 2,976 25,175 38,905 – 54 23,391 23,445 – 32 40,142 40,174 – 28 75,347 75,375 – – 56,273 56,273 10,754 3,090 220,328 234,172 10,754 3,090 159,323 173,167 D. Fair value estimation Refer note 3 Critical accounting Estimates and Judgements Note 3 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. A. Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. 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. Trailing commissions The Group receives trailing commissions from lenders on settled loans over the life of the loan based on the loan book balance outstanding. The Group also makes trailing commission payments to franchisees based on their individual loan book balance outstanding. The fair value of trailing commissions receivable and the corresponding payable to franchisees is determined by using the discounted cash flow valuation technique, which requires the use of assumptions. The key assumptions to determine the fair value at balance sheet date are the future run-off rate of the underlying loan portfolio, the discount rate and the percentage paid to franchisees. The future run-off rate used is actually a series of rates applied to the underlying loans based primarily on their age at the date of valuation. The weighted average life shown below is the result of the series of future run-off rates applied to the specific loan data at the balance sheet date. The determination of the assumptions to be used in the valuation is made by Management based primarily on two factors: an annual assessment, with external actuaries, of the underlying loan portfolio including historical run-off rate analysis and consideration of current and future economic factors. These factors are complex and the determination of assumptions requires a high degree of judgement. The significant assumptions used in the valuation are listed below: Weighted average loan life average discount rate Percentage paid to franchisees (10 year average) 2011 2010 4.1 years 3.9 years 10.2% 10.9% 60% 62% If the series of run-off rates used in the valuation of trailing commissions receivable and payable were to differ by +/- 10% from Management’s estimates, the impact on the balance sheet would be: – an increase in net assets of $5.2 million (made up of increases in current assets of $0.7 million, non-current assets of $18.2 million, current liabilities of $0.5 million, non-current liabilities of $11.0 million and deferred tax liabilities of $2.2 million) if favourable; or – a decrease in net assets of $4.6 million (made up of decreases in current assets of $0.7 million, non-current assets of $16.1 million, current liabilities of $0.4 million, non-current liabilities of $9.8 million and deferred tax liabilities of $2.0 million) if unfavourable. Changes to the discount rate are likely to occur as a result of changes to the interest rate. However, Management does not consider this to have a material impact on the fair value calculation of trailing commissions receivable and the corresponding payable to franchisees. Management does not consider material changes to the percentage paid to franchisees to be reasonably possible. In the current period, the annual review of the underlying loan book found that the run-off rate experienced in 2011 was slower than that assumed in the valuation model and an adjustment to the profit and loss for the year was required to recognise the actual experience in the portfolio. In addition assumptions used in the valuation of future trailing commissions were changed to reflect an Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 37 Note 3. Critical accounting estimates and judgements (continued) extension of the current economic environment for the short to medium term. These refinements to the trailing commission model resulted in a $12.3 million adjustment after tax to the Group’s profit and loss for FY2011 (2010 - $9.0 million). B. Critical judgements in applying the entity’s accounting policies Judgements that Management have made in the process of applying the entity’s accounting policies are not expected to have a significant effect on the amounts recognised in the financials. Note 4 Segment information A. Description of segments Management has determined the operating segments based on the reports reviewed by the Chief Executive Officer that are used to make strategic decisions. The Chief Executive Officer considers the business from both a product and a geographic perspective. The Group operates only in australia and predominantly in one industry segment, mortgage broking. B. Information provided to the Chief Executive Officer Information provided to the Chief Executive Officer for the year ended 30 June 2011 is as follows: 2011 2010 % change 2011 2010 % change Origination commission income Trailing commission income Origination commission paid Trailing commission paid Net core commissions non-core products net revenue Help Me Choose and loanKit net revenue Other income Gross profit Operating expenses Share based remuneration net profit before tax Net profit after tax $’000 49,093 83,777 Cash* $’000 52,150 82,931 132,870 135,081 34,752 50,540 85,292 47,578 525 881 1,906 37,237 51,329 88,566 46,515 460 144 1,804 50,890 48,923 28,284 27,900 – 22,606 15,915 – 21,023 14,825 (6%) 1% (2%) (7%) (2%) (4%) 2% 14% 512% 6% 4% 1% 8% 7% $’000 49,093 114,336 163,429 34,752 63,832 98,584 64,845 525 881 1,906 68,157 28,284 544 39,329 27,459 Reported $’000 52,150 115,150 167,300 37,237 70,920 108,157 59,143 460 144 1,804 61,551 27,900 185 33,466 23,479 (6%) (1%) (2%) (7%) (10%) (9%) 10% 14% 512% 6% 11% 1% 194% 18% 17% * Cash is based on accruals accounting and excludes share based remuneration and the net present value of future trailing commissions’ receivable and payable on loans settled during the year. 38 C. Other information (i) Revenue Revenue from the origination of a residential mortgage is comprised of commission paid at the time the loan is originated and a trailing commission which is paid over the life of the loan. Prior to the introduction of IFRS in 2006, trailing commission was recognised as income as it became due over the life of a loan. under IFRS, the future trailing cash flows to be received over the life of a loan are estimated, discounted to present value and recognised at the time a loan settles. The Chief Executive Officer considers both methods in measuring the Group’s performance. Revenue reconciles to total revenue from continuing operations as follows: Origination commission income Trailing commission income non-core gross revenue non-core cost non-core net revenue Help Me Choose and loanKit revenue Help Me Choose and loanKit costs Help Me Choose and loanKit net revenue Franchise income Interest Other income Total other income 2011 $’000 49,093 114,336 163,429 2,421 1,750 811 591 2,421 (1,896) 525 1,750 (869) 881 811 591 504 1,906 2010 $’000 52,150 115,150 167,300 2,080 144 616 373 2,080 (1,620) 460 144 – 144 616 373 815 1,948 Total revenue from continuing operations 169,002 170,513 (ii) Net profit after tax The cash net profit after tax reconciles to the reported profit after tax as follows: Cash net profit after tax nPV future trails on new loans originated, net of payout less modelled expectation of cash to be received in the year Plus adjustments to loan book assumptions Plus gain on prepayment of trail liability Plus reversal of amortisation of trail liability* less share based payments expense Profit for the year * under cash profit, the prepayment of trail liability is spread over the estimated life of the trail book portfolio. 2011 $’000 15,915 14,007 (14,776) 12,325 188 344 (544) 2010 $’000 14,825 13,042 (13,810) 8,991 252 364 (185) 27,459 23,479 Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 39 Note 5 Revenue Revenue from continuing operations Sales revenue Services Other revenue Interest (note a) 2011 $’000 2010 $’000 143,132 146,069 25,870 169,002 24,444 170,513 A. Interest Interest income comprises the unwinding of discount in relation to the receipt of trailing commission and interest earned on deposits and loans. Note 6 Other income Conference sponsorships (note a) Other A. Conference sponsorships 2011 $’000 485 19 504 2010 $’000 813 2 815 lenders sponsor Mortgage Choice’s national Conference, High Flyers’ Conference, quarterly state conferences, and periodic training days and workshops. Note 7 Expenses Profit from ordinary activities before income tax includes the following specific expenses: Finance costs Interest and finance charges (note a) Net loss on disposal of property, plant and equipment Depreciation Plant and equipment Amortisation leasehold improvements Computer software Other provisions Employee entitlements Rental expense relating to operating leases Defined contribution superannuation expense Termination benefits A. Interest and finance charges Interest expense comprises the unwinding of the discount in relation to payment of trailing commission to franchisees. 2011 $’000 2010 $’000 15,681 14,879 – 339 222 953 158 953 33 – 323 222 560 13 914 105 40 Note 8 Income tax A. Income tax expense Current tax Deferred tax under (over) provided in prior years Income tax expense is attributable to: Profit from continuing operations Deferred income tax (revenue) expense including income tax expense comprises: (Increase)/decrease in deferred tax assets (note 13) Increase/(decrease) in deferred tax liabilities (note 18) B. Numerical reconciliation of income tax expense to prima facie tax payable Profit from continuing operations before income tax expense Income tax calculated @ 30% (2010 – 30%) Tax effect of amounts which are not deductible/(assessable) in calculating taxable income: under/(over) provision from prior years Income tax expense No part of the deferred tax asset shown above and in note 13 is attributable to tax losses. Note 9 Current assets – Cash and cash equivalents Cash at bank and on hand A. Risk exposure 2011 $’000 6,865 5,055 (50) 11,870 2010 $’000 5,886 4,161 (58) 9,989 11,870 9,989 (4,106) 9,161 5,055 (5,769) 9,930 4,161 39,329 33,468 11,799 10,040 121 11,920 (50) 11,870 7 10,047 (58) 9,989 2011 $’000 9,027 2010 $’000 10,042 The Group’s exposure to interest rate risk is discussed in note 2. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of cash and cash equivalents mentioned above. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 41 Note 10 Current assets – Trade and other receivables Trade receivables (1) net present value of future trailing commissions receivable Franchisee receivables Other receivables Prepayments 2011 $’000 11,078 78,037 1,151 571 1,245 2010 $’000 11,355 71,464 124 147 225 92,082 83,315 (1) Subject to a limited charge in favour of The loan Book Security Trust (refer to note 15). A. Other receivables These amounts generally arise from transactions outside the usual operating activities of the consolidated entity. B. Effective interest rates and credit risk Information about the Group’s exposure to credit risk and interest rate risk is provided in note 2. C. Fair values The carrying amounts of trade and other receivables at year end is a reasonable approximation of their fair values with the exception of the net present value of future trailing commissions receivable which are accounted for at amortised cost. Note 11 Non-current assets – Receivables net present value of future trailing commissions receivable Other receivables A. Impaired receivables and receivables past due none of the non-current receivables are impaired. B. Risk exposure Information about the Group’s exposure to credit risk and interest rate risk is provided in note 2. 2011 $’000 2010 $’000 208,262 184,276 – 50 208,262 184,326 42 Note 12 Non-current assets – Property, plant and equipment Year ended 30 June 2010 Opening net book amount additions Disposals Depreciation charge Closing net book amount At 30 June 2010 Cost accumulated depreciation net book amount Year ended 30 June 2011 Opening net book amount additions Disposals Depreciation charge Closing net book amount At 30 June 2011 Cost accumulated depreciation net book amount Plant and equipment $’000 Leasehold improvements $’000 1,191 255 (1) (323) 1,122 2,029 (907) 1,122 1,122 334 – (339) 1,117 2,362 (1,245) 1,117 855 4 – (222) 637 1,406 (769) 637 637 4 (2) (222) 417 1,397 (980) 417 Total $’000 2,046 259 (1) (545) 1,759 3,435 (1,676) 1,759 1,759 338 (2) (561) 1,534 3,759 (2,225) 1,534 Note 13 Non-current assets – Deferred tax assets The balance comprises temporary differences attributable to: net present value of future trailing commissions payable Employee benefits Depreciation and amortisation accrued expenses Total deferred tax assets Set-off of deferred tax assets pursuant to set-off provisions (note 18) net deferred tax assets Deferred tax assets to be recovered within 12 months Deferred tax assets to be recovered after more than 12 months 2011 $’000 2010 $’000 51,869 47,797 639 99 109 52,716 (51,869) 847 14,326 38,390 52,716 580 108 125 48,610 (47,797) 813 14,046 34,564 48,610 Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 43 Note 13. Non-current assets – Deferred tax assets (continued) Movements At 30 June 2009 Charged/(credited) to the income statement At 30 June 2010 Charged/(credited) to the income statement At 30 June 2011 NPV of future trailing commissions payable Employee benefits Depreciation and amortisation Accrued expenses $’000 42,166 5,631 47,797 4,072 51,869 $’000 224 356 580 59 639 $’000 62 46 108 (9) 99 $’000 389 (264) 125 (16) 109 Other $’000 – – – – – Total $’000 42,841 5,769 48,610 4,106 52,716 Note 14 Non-current assets – intangible assets At 30 June 2009 Cost accumulated amortisation net book amount Year ended 30 June 2010 Opening net book amount additions amortisation charge Closing net book amount At 30 June 2010 Cost accumulated amortisation net book amount Year ended 30 June 2011 Opening net book amount additions amortisation charge Closing net book amount At 30 June 2011 Cost accumulated amortisation net book amount Computer software* $’000 5,531 (2,806) 2,725 2,725 1,351 (560) 3,516 6,849 (3,333) 3,516 3,516 596 (953) 3,159 7,445 (4,286) 3,159 * Capitalised computer software includes internally generated software development costs. a significant component of these costs was installed in December 2010 at which time amortisation commenced. 44 Note 15 Current liabilities – Trade and other payables Trade payables(1) net present value of future trailing commissions payable licence fees repayable Other payables 2011 $’000 9,675 46,905 154 3,939 60,673 2010 $’000 10,754 44,588 98 2,932 58,372 (1) Loan Book Security Trust The loan Book Security Scheme provides security for the trailing commissions payable to certain eligible franchisees based on performance criteria. Mortgage Choice limited has granted two charges in favour of a trustee on behalf of the eligible franchisees. The independent trustee is aET Structured Finance Services Pty limited. The first charge is over a specified percentage of the Company’s trailing commission income. The purpose of this charge is to be the first source of funds available to eligible franchisees for the payment of trailing commissions in the event that administration or liquidation occurs. The charge will crystallise and can be enforced by eligible franchisees only in the event of liquidation or administration of Mortgage Choice limited. as at 30 June 2011, the amount that would be subject to charge resulting from applying the specified percentage to the trailing commission immediately due to be received by Mortgage Choice limited is $3,550,057 (2010 - $3,416,867). This is included as part of the balance of trade payables at 30 June 2011 and would be subject to charge until disbursed to the eligible franchisees. The amount subject to the charge would vary dependent on trailing commission due to be received by Mortgage Choice limited from month to month. The second charge is a floating charge over all of the assets of Mortgage Choice limited. It is limited in the powers it allows the security trustee to exercise prior to liquidation. Its primary purpose is to ensure that the loan book security structure need not be subject to the moratorium arising if an administrator were to be appointed to Mortgage Choice limited. Only after liquidation does this charge confer comprehensive mortgagee powers on the security trustee. Fair values The carrying amounts of trade and other payables at year end is a reasonable approximation of their fair values with the exception of the net present value of future trailing commissions payable which are accounted for at amortised cost. Note 16 Current liabilities – Provisions Make good provision a Employee entitlements – annual leave Employee entitlements – long service leave A. Make good provision 2011 $’000 130 558 119 807 2010 $’000 – 428 111 539 Mortgage Choice is required to restore the leased premises of its offices to their original condition at the end of the respective lease terms. a provision has been recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the shorter of the term of the lease or the useful life of the assets. Make good costs that are not expected to be settled within 12 months have been included in non-current liabilities – provisions as detailed in note 19. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 45 Note 17 Non-current liabilities – Trade and other payables net present value of future trailing commissions payable licence fees repayable Note 18 Non-current liabilities – Deferred tax liabilities The balance comprises temporary differences attributable to: nPV of future trailing commissions receivable Intangibles Prepayments and other receivables Set-off of deferred tax assets pursuant to set-off provisions (note 13) net deferred tax liabilities Deferred tax liabilities to be settled within 12 months Deferred tax liabilities to be settled after more than 12 months Movements – Consolidated At 30 June 2009 Charged to the income statement At 30 June 2010 Charged to the income statement At 30 June 2011 NPV of future trailing commissions payable $’000 67,056 9,666 76,722 9,168 85,890 Note 19 Non-current liabilities – Provisions Make good provision (refer note 16) Employee entitlements – long service leave 2011 $’000 2010 $’000 125,991 114,735 130 60 126,121 114,795 2011 $’000 2010 $’000 85,890 76,722 635 48 86,573 (51,869) 34,704 23,454 63,119 86,573 Intangibles Prepayments and other receivables $’000 $’000 426 229 655 (20) 635 – 35 35 13 48 2011 $’000 278 119 397 655 35 77,412 (47,797) 29,615 24,351 53,061 77,412 Total $’000 67,482 9,930 77,412 9,161 86,573 2010 $’000 408 99 507 46 Note 20 Contributed equity A. Share capital Ordinary shares – fully paid 2011 shares $’000 2010 shares $’000 2011 $’000 2010 $’000 118,438 118,438 1,207 1,207 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. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the company does not have a limited amount of authorised capital. Total contributed equity as at 30 June 2011: Details Total ordinary shares on issue Treasury shares (note (i)) Total ordinary shares held as contributed equity Number of shares 119,948,255 (1,510,350) 118,437,905 (i) Treasury shares Treasury shares are shares in Mortgage Choice limited that are held by the Mortgage Choice Performance Share Plan Trust for the purpose of issuing shares under the Mortgage Choice Performance Share Plan (PSP) (see note 31 for further information). Date 30 June 2009 23 July 2009 Details Balance Treasury shares issues under the Performance Share Plan to employees 23 December 2009 Shares issued to the Mortgage Choice Performance Share Plan Trust 30 June 2010 7 October 2010 30 June 2011 Balance Shares issued to the Mortgage Choice Performance Share Plan Trust Balance Movements in ordinary share capital: Date 30 June 2009 6 October 2009 15 July 2009 23 December 2009 23 December 2009 30 June 2010 8 October 2010 8 October 2010 30 June 2011 Details Balance Shares issued on exercise of options Shares vested to employees under the Performance Share Plan Shares issued to the Mortgage Choice Performance Share Plan Trust Held as treasury shares Balance Shares issued to the Mortgage Choice Performance Share Plan Trust Held as treasury shares Balance Number of shares 833,162 (8,900) 355,538 1,179,800 330,550 1,510,350 $’000 808 387 12 – – 1,207 – – 1,207 Number of shares 118,105,805 323,200 8,900 355,538 (355,538) 118,437,905 330,550 (330,550) 118,437,905 B. Employee share scheme Information relating to the employee share scheme, including details of shares issued under the scheme, is set out in note 31. C. Options Information relating to the Mortgage Choice Executive Performance Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year are set out in the Directors’ Report on pages 10 – 13 of the remuneration report. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 47 Note 21 Reserves and retained profits A. Reserves Share-based payments reserve Movements: Share-based payments reserve Balance 1 July Options and performance shares expensed/(reversed) Vesting of shares held by the Mortgage Choice Performance Share Plan Trust to employees Options exercised Balance 30 June B. Retained profits Balance 1 July net profit for the year Dividends Balance 30 June 2011 $’000 597 597 544 – – 1,141 2011 $’000 75,475 27,459 (14,972) 87,962 2010 $’000 597 471 185 (12) (47) 597 2010 $’000 65,117 23,479 (13,121) 75,475 C. Nature and purpose of reserves (i) Share-based payments reserve The share-based payments reserve is used to recognise the fair value of options and performance shares granted but not vested. 48 Note 22 Dividends A. Ordinary shares Final dividend declared out of profits of the Company for the year ended 30 June 2009 of 5.5 cents per fully paid share paid on 16 September 2009: Fully franked based on tax paid @ 30% 5.5 cents per share Interim dividend declared out of profits of the Company for the half-year ended 31 December 2009 of 5.5 cents per fully paid share paid 22 March 2010: Fully franked based on tax paid @ 30% 5.5 cents per share Final dividend declared out of profits of the Company for the year ended 30 June 2010 of 6.5 cents per fully paid share paid on 20 September 2010: Fully franked based on tax paid @ 30% 6.5 cents per share Interim dividend declared out of profits of the Company for the half-year ended 31 December 2010 of 6.0 cents per fully paid share paid 21 March 2011: Fully franked based on tax paid @ 30% 6.0 cents per share B. Dividends not recognised at year end In addition to the above dividends, since year end the Directors have recommended the payment of a final dividend of 7.0 cents per fully paid ordinary share, (2010 – 6.5 cents) fully franked based on tax paid at 30%. The aggregate amount of the proposed dividend expected to be paid on 19 September 2011 out of retained profits at 30 June 2011, but not recognised as a liability at year end, is C. Franked dividend The franked portions of the final dividends recommended after 30 June 2010 will be franked out of existing franking credits or out of franking credits arising from the payment of income tax in the year ending 30 June 2010. Franking credits available for subsequent financial years to the equity holders of the parent entity based on a tax rate of 30% (2010 – 30%) 2011 $’000 2010 $’000 – – 7,775 7,197 14,972 6,542 6,579 – – 13,121 8,398 7,775 2011 $’000 2010 $’000 3,560 3,161 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: (a) franking credits that will arise from the payment of the amount of the provision for income tax; (b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and (c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date. The impact on the franking account of the dividend recommended by the Directors since year end, but not recognised as a liability at year end, will be a reduction in the franking account of $3,599,000 (2010: $3,332,000). Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 49 Note 23 Key management personnel disclosures A. Key management personnel compensation Short term employee benefits Post employment benefits long-term benefits Share-based payments Payments to KMP whose services are provided through external companies Balance 30 June Detailed remuneration disclosures are provided in the Directors’ report on pages 5 – 9 of the remuneration report. B. Equity instrument disclosures relating to key management personnel 2011 $ 2010 $ 2,291,425 2,106,978 93,827 7,942 373,290 216,798 90,788 (15,171) 112,129 221,105 2,983,282 2,515,829 (i) Options and performance shares provided as remuneration and shares issued on exercise of such options Details of options and performance shares provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in Directors’ report on pages 10 – 13 of the remuneration report. (ii) Option holdings The numbers of options over ordinary shares in the Company held during the financial year by each Director of Mortgage Choice limited and other key management personnel of the Group, including their personally related parties, are set out below. 2011 Name Balance at the start of the year Granted as compensation Exercised Forfeited/ lapsed Balance at the end of the year Vested and exercisable Unvested Key management personnel of the Group M I Russell 2,500,000 – – – 2,500,000 2,500,000 – 2010 Name Balance at the start of the year Granted as compensation Exercised Forfeited/ lapsed Balance at the end of the year Vested and exercisable Unvested Key management personnel of the Group M I Russell 2,500,000 – – – 2,500,000 1,700,000 800,000 5050 Performance shares The number of performance shares held during the financial year by each Director of Mortgage Choice limited and other key management personnel of the Group, including their personally related parties, are set out below. 2011 Name Key management personnel of the Group M I Russell S R Mitchell n C Rose-Innes a J Russell S C Dehne K Rampal J a Hanka D M Hoskins 2010 Balance at the start of the year Granted as compensation Vested Forfeited Balance at the end of the year Unvested 239,250 62,450 125,050 – 27,050 – – – 239,300 72,850 62,050 20,000 27,750 – – 20,800 – – – – – – – – – – (29,300) – – – – – 478,550 135,300 157,800 20,000 54,800 – – 478,550 135,300 157,800 20,000 54,800 – – 20,800 20,800 Name Key management personnel of the Group Balance at the start of the year Granted as compensation Vested Forfeited Balance at the end of the year Unvested M I Russell D l Ennis n C Rose-Innes M n Writer S R Mitchell D M Hoskins S C Dehne K Rampal – 89,450 63,000 51,850 – – – – 239,250 54,500 62,050 36,350 62,450 – 27,050 – – – – – – – – – – 239,250 239,250 (143,950) – – – 125,050 125,050 (88,200) – – – – – – 62,450 62,450 – – 27,050 27,050 – – Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 51 Note 23. Key management personnel disclosures (continued) Share holdings The number of shares in the Company held during the financial year by each Director of Mortgage Choice limited and other key management personnel of the Group, including their personally related parties, are set out below. 2011 Name Directors of Mortgage Choice Limited P D Ritchie S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston Key management personnel of the Group M I Russell S R Mitchell n C Rose-Innes a J Russell S C Dehne K Rampal J a Hanka D M Hoskins 2010 Name Directors of Mortgage Choice Limited P D Ritchie S J Clancy P G Higgins R G Higgins S C Jermyn D E Ralston Key management personnel of the Group M I Russell D l Ennis S R Mitchell n C Rose-Innes M n Writer D M Hoskins S C Dehne K Rampal Balance at the start of the year Received during the year on the vesting of shares Other changes during the year Balance at the end of the year 350,125 50,000 822,939 15,226,215 2,000,000 50,000 – – – – – – – 67,730 – – – – – – – – – – – – – – – – – – – 50,000 – 20,000 – – – – – – 350,125 50,000 822,939 15,226,215 2,000,000 100,000 – 20,000 – – – – – 67,730 Balance at the start of the year Received during the year on the vesting of shares Other changes during the year Balance at the end of the year 350,125 – 5,822,939 15,226,215 2,000,000 50,000 – 10,098 – – 7,668 67,730 – – – – – – – – – – – – – – – – – 50,000 (5,000,000) – – – – – – – (7,668) – – – 350,125 50,000 822,939 15,226,215 2,000,000 50,000 – 10,098 – – – 67,730 – – Shareholdings of Directors and other key management personnel of the Group include those that have been disclosed under representation made to them by the parties within the aaSB 124 Related Party Disclosures. The Directors and other key management personnel have relied upon the representations made as they have no control or influence over the financial affairs of the personally related entities to substantiate the shareholdings declared. Where a personally related entity has declined to provide shareholding details, the shareholding of that personally related entity has been assumed to be nil. 52 Note 24 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and nonrelated audit firms: A. Audit services PricewaterhouseCoopers australian firm: audit and review of financial reports Total remuneration for audit services B. Non-audit services Audit-related services PricewaterhouseCoopers australian firm: Other assurance services Total remuneration for audit-related services Taxation services PricewaterhouseCoopers australian firm: Tax compliance services Other tax services Total remuneration for taxation services Total remuneration for non-audit services Note 25 Contingencies Contingent liabilities 2011 $ 2010 $ 189,600 189,600 193,214 193,214 9,000 9,000 8,000 8,000 23,900 10,645 34,545 43,545 23,700 30,610 54,310 62,310 The Group had contingent liabilities at 30 June 2010 in respect of: Guarantees Guarantees given in respect of premises leases $975,322 (2010: $963,405). Contingent claims From time to time disputes occur between the Company and its franchisees in the normal course of operation, a number of which may be unresolved at any point in time. at 30 June 2011 and 30 June 2010, there were no disputes or claims in progress that are expected to have a material financial impact on the Company. no material losses are anticipated in respect of any of the above contingent liabilities. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 53 Note 26 Commitments A. Lease commitments Non-cancellable operating leases The Group leases various offices under non-cancellable operating leases expiring within one to six years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. The Group also leases various pieces of office equipment under non-cancellable operating leases. 2011 $’000 2010 $’000 1,131 1,310 – 2,441 1,090 2,068 – 3,158 2011 $’000 2010 $’000 112 – 112 – – – Operating leases Operating lease expenditure contracted for at the reporting date but not recognised as liabilities payable: Within one year later than one year but not later than five years later than five years B. Other commitments Commitments in relation to non-cancellable obligation for the supply of media production services as at the reporting date but not recognised as liabilities payable: Within one year later than one year but not later than five years Note 27 Related party transactions A. Parent entity The ultimate parent entity within the Group is Mortgage Choice limited. B. Subsidiaries The loanKit business is operated through Beagle Finance Pty limited, a wholly owned subsidiary of Mortgage Choice limited. C. Key management personnel Disclosures relating to key management personnel are set out in note 23. additional disclosures are set out in the Directors’ Report in the remuneration report. D Loans to/from related parties The Group has formed a trust to administer the Group’s employee share scheme. This is funded by the parent entity. This trust is consolidated, as the substance of the relationship is that the trust is controlled by the Group. no provisions for doubtful debts have been raised in relation to any outstanding balances, and no expense has been recognised in respect of bad or doubtful debts due from related parties. 54 Note 28 Events occurring after the balance sheet date A. Dividend payment a final ordinary dividend of $8,398,000 (7.0 cents per fully paid share) was declared out of profits of the Company for the year ended 30 June 2011 on 24 august 2011 to be paid on 19 September 2011. The financial effects of the above transaction have not been brought to account at 30 June 2011. Note 29 Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the year Depreciation and amortisation non-cash net present value of future trailing inflows non-cash net present value of future trailing outflows non-cash employee expense benefits – share-based payments Interest received net (gain)/loss on sale of non-current assets Change in operating assets and liabilities: (Increase)/decrease in trade and other receivables (Increase)/decrease in deferred tax asset (Increase)/decrease in other operating assets (Decrease)/increase in trade payables Increase/(decrease) in other operating liabilities (Decrease)/increase in provision for income taxes payable Increase/(decrease) in provision for deferred income tax Increase/(decrease) in other provisions net cash inflow from operating activities 2011 $’000 27,459 1, 514 (30,559) 13,573 544 (591) (3) (1,124) (34) (1,020) (1,009) 1,063 (765) 5,089 158 14,295 2010 $’000 23,479 1, 105 (32,219) 18,771 185 (373) 1 920 (138) 35 479 (44) 2,315 4,269 12 18,797 Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 55 Note 30 Earnings per share Basic earnings per share Diluted earnings per share Earnings used in calculating earnings per share – profit from continuing operations Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share adjustments for calculation of diluted earnings per share: Options Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share Information concerning the classification of securities A. Options Consolidated 2011 Cents 22.9 22.7 $’000 27,459 2010 Cents 19.7 19.5 $’000 23,479 2011 Number 2010 number 119,859,505 119,361,350 916,629 1,251,341 120,776,134 120,612,691 Options granted to employees under the Mortgage Choice Executive Performance Option Plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in the remuneration report. B. Performance Share Plan Share issued to employees under the Mortgage Choice Performance Share Plan are considered to be ordinary shares and have been included in the determination of basic earnings per share. Details relating to the shares are set out in the remuneration report. Note 31 Share-based payments A. Executive Performance Option Plan (EPOP) The Executive Performance Option Plan may be offered on an annual basis to eligible executives as determined by the Board. The details of each offer may differ as to the particulars, especially with regard to performance criteria and performance period. Participation in the EPOP provides one component of the long-term incentive available to the selected executives within their aggregate remuneration package. under the terms of the EPOP, options are offered over one ordinary share of Mortgage Choice limited and have an exercise price based on the market value of the Company’s shares at the time of offer. Market value will be the trade-weighted average price of the Company’s shares over the one-week period immediately preceding the date of offer. The options offered to executives under the EPOP are subject to performance conditions set by the Board. In the year ending 30 June 2011, no options were offered. The rules of the EPOP permit the Company to issue new shares or to purchase shares on-market for the purposes of satisfying the exercise of options. any options which do not become exercisable following the application of the performance condition and vesting scale will lapse. an option that has become exercisable but is not exercised will lapse on the earlier of: n n 10 years after the date of offer; three months, or such other period determined by the Board, after the participant ceases employment for a reason other than a ‘qualifying reason’ (i.e. death, total and permanent disability, redundancy, or any other reason determined by the Board); and n 12 months, or such other period determined by the Board, after the participant ceases employment for a ‘qualifying reason’. When a participant ceases to be employed by the Company prior to the end of the performance period, other than because of a ‘qualifying reason’, any options that have not become exercisable will lapse. However, if there is cessation of employment due to 56 a ‘qualifying reason’, the Board may determine that some or all of the options may vest. In the event of a change of control of the Company, options will vest on a pro-rata basis or in their entirety for certain senior executives. If the Board determines that a participant has acted fraudulently or dishonestly, has committed an act of harassment or discrimination, is in serious breach of any duty to Mortgage Choice, or, in the Board’s reasonable opinion, has brought Mortgage Choice into serious disrepute, any options held by the participant will lapse. Offers made under the plan rules contain a restriction on removing the ‘at risk’ aspect of the instruments granted to executives. Plan participants may not enter into any transaction designed to remove the ‘at risk’ aspect of an instrument before it vests. The assessed fair value at grant date of options granted to individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables on pages 12 and 13 of this report. Fair values at grant date are independently determined using a Monte Carlo simulation model utilising a BlackScholes option pricing model framework that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the nontradeable nature of the option, the share price at grant date and the expected price volatility of the underlying share, the expected dividend yield and the riskfree interest rate for the term of the option. Details of options over ordinary shares in the Company provided as remuneration to each Director and key management personnel of the Company are set out below. Further information on the options is set out in the Directors’ report remuneration report. Set out below are summaries of options granted under the plan: Exercise price Balance at start of the year number Granted during the year number Exercised during the year number Expired during the year number Forfeited during the year number Balance at end of the year number Exercisable at end of the year number Grant date Expiry date 2011 1 May 2009 Total 1 May 2019 $0.76 2,500,000 2,500,000 Weighted average exercise price $0.76 2010 10 august 2004 2 September 2005 1 May 2009 Total 10 august 2014 2 September 2015 1 May 2019 $1.05 415,400 $1.43 287,820 $0.76 2,500,000 3,203,220 Weighted average exercise price $0.86 – – – – – – – – – – – (323,200) – – (323,200) $1.05 – – – – – – – – – – – 2,500,000 2,500,000 2,500,000 2,500,000 $0.76 $0.76 (92,200) (287,820) – – – – - 2,500,000 1,700,000 (380,020) 2,500,000 1,700,000 $1.34 $0.76 $0.76 The weighted average remaining contractual life of share options outstanding at the end of the period was 7.82 years (2010 – 8.82 years). B. Performance Share Plan (PSP) The PSP permits eligible employees as identified by the Board to be offered allocated unvested shares from the outset of the applicable performance period, with the shares to be held on trust for the participants by a share plan trustee. The shares allocated to those employees are subject to the achievement of performance requirements specified by the Board. The PSP is designed to provide the long-term incentive component of remuneration for managers and any other designated employees. Participation in the PSP is offered on an annual basis. Eligible employees are offered shares to a value determined by reference to the Company’s reward policy and market practice with regard to long-term incentive arrangements provided by peer organisations. The performance requirements and vesting scale applicable to offers under the PSP, for years up to and including 30 June 2009, use TSR as the basis of their performance criteria. The right to receive vested shares will lapse if the performance criteria have not been met at the end of the performance period. Offers made under the PSP subsequent to the year ended 30 June 2009 are based on service requirements. Shares will be acquired for participants following their acceptance of an offer made under the Plan. The shares will be acquired by the plan trustee and held on trust for participants until they are withdrawn from the Plan (after they have vested or are deemed to be vested) or are forfeited, in circumstances outlined below. Shares will be acquired only at times permitted under the Company’s share trading policy. Shares may be acquired by on-market or off-market purchases, by subscribing for new shares to be issued by the Company, or through the reallocation of forfeited shares. The method of acquisition for each share allocation will be determined by the Board. The costs of all share acquisitions under the Plan will be funded by the Group. Participants will not be required to make any payment for the acquisition of shares under the Plan. Shares will not be released from the PSP and will remain subject to a holding lock until a notice of Withdrawal approved by the Board is lodged with the Plan administrator in respect of them. Once a notice of Withdrawal is accepted, the Plan administrator will release the holding lock in respect of the shares which are the subject of that notice. Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 57 Note 31. Share-based payments (continued) a notice of Withdrawal may be lodged by a participant following the earlier of: n n n n 1 July in the year (being a period commencing 1 July and ending 30 June) that is 10 years after the year in which the offer is made and is accepted by the participant; the participant ceasing to be an employee of the Company; a ‘capital event’ (generally, a successful takeover offer or scheme of arrangement relating to the Company) occurring; or the date upon which the Board gives its written consent to the lodgement of a notice of Withdrawal by the participant. While shares remain subject to the PSP rules, participants will, in general, enjoy the rights attaching to those shares (such as voting or dividend rights etc). If a participant resigns from his or her employment with the Company, or otherwise ceases employment in circumstances not involving “special circumstances”, the participant will be required to forfeit any unvested shares held under the Plan on the participant’s behalf, unless the Board otherwise determines. Vested shares will be eligible for withdrawal in accordance with the usual procedure. If a participant ceases to be employed by the Company or retires from office as a result of special circumstances (including death, disability, retirement, redundancy, corporate restructure, or any other circumstances determined by the Board), the Board may in its discretion determine that all or a portion of the participant’s unvested shares are to be treated as vested shares, notwithstanding the fact that the vesting conditions applicable to the shares have not been met because the applicable performance period has not expired. If the Board determines that a participant has acted fraudulently or dishonestly, has committed an act of harassment or discrimination, is in serious breach of any duty to Mortgage Choice, or, in the Board’s reasonable opinion, has brought Mortgage Choice into serious disrepute, any shares to which the participant may have become entitled at the end of the performance period, and any shares held by the participant under the PSP are forfeited by the participant. The assessed fair value at grant date of performance shares granted to individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are independently determined using a Monte Carlo simulation model utilising a BlackScholes option pricing model framework that takes into account the term of the performance shares, the vesting criteria, the exercise price (zero), the expected price volatility of the underlying share, the expected dividend yield (acknowledging that dividends will be paid to participants from the date of grant) and the risk-free interest rate for the term of the performance shares. There are no performance hurdles associated with the 2010 grant. Details of performance shares in the Company provided as remuneration to each Director and key management personnel are set out below. Further information on the performance shares is set out in the remuneration report. Set out below are summaries of performance shares conditionally issued under the Plan: Offer date Vesting date Value Balance at start of the year Granted during the year Vested during the year Expired during the year Forfeited during the year Balance at end of the year Vested at end of the year number number number number number number number 2011 31 august 2007 31 august 2008 9 December 2009 9 December 2009 9 December 2009 20 September 2010 20 September 2010 20 September 2010 24 December 2010 Total 31 august 2010 31 august 2011 31 august 2011 31 august 2012 31 august 2013 3 September 2012 3 September 2013 3 September 2014 1 December 2011 $2.20 73,700 $1.00 167,900 $1.24 194,133 $1.24 194,133 $1.24 194,133 – – – – – $1.16 $1.17 $1.19 $1.37 – – – – 210,999 210,999 211,002 20,000 823,999 653,000 Weighted average price $1.28 $1.18 – – – – – – – – – – – – – – – – – – – – – – (73,700) – – 167,900 (11,433) 182,700 (11,433) 182,700 (11,433) 182,700 (7,283) 203,716 (7,283) 203,716 (7,284) 203,718 – 20,000 (129,849) 1,347,150 $1.77 $1.18 – – – – – – – – – – 58 Offer date Vesting date Value Balance at start of the year Granted during the year Vested during the year Expired during the year Forfeited during the year Balance at end of the year Vested at end of the year number number number number number number number 2010 12 December 2006 31 august 2007 31 august 2008 9 December 2009 9 December 2009 9 December 2009 Total 31 august 2009 31 august 2010 31 august 2011 31 august 2011 31 august 2012 31 august 2013 $2.21 62,100 $2.20 142,550 $1.00 319,350 – – – $1.24 $1.24 $1.24 – – – 524,000 236,483 236,483 236,483 709,449 (4,550) – (4,350) – – – (8,900) Weighted average price $1.47 $1.24 $1.62 – – – – – – – – (57,550) – (68,850) 73,700 (147,100) 167,900 (42,350) 194,133 (42,350) 194,133 (42,350) 194,133 (400,550) 823,999 $1.46 $1.28 – – – – – – – The weighted average remaining contractual life of performance shares outstanding at the end of the period was 0.68 years (2010 – 1.79 years). Two tranches of performance shares were issued in the year to 30 June 2011. The model inputs for performance shares granted on 20 September 2010 included: (a) performance shares are granted for no consideration and vest over a period of four years; (b) grant date: 20 September 2010 (2010 – 9 December 2009); (c) share price at grant date: $1.16 (2010 – $1.25); (d) expected price volatility of the company’s shares: 30% (2010 – 40%); (e) expected dividend yield: 9.4% (2010 – 9.2%); and (f) risk-free interest rate: 2 years 4.20%, 3 years 4.15% and 4 years 4.16% (2010 – 5.25%). The shares granted on 24 December 2010 were valued at the closing price on the day due to the short term nature of the grant. C. Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: Options issued under EPOP Shares issued under PSP Consolidated 2011 $’000 11 533 544 2010 $’000 33 152 185 Mortgage Choice annual Report 2011 Notes to Consolidated Financial Statements 59 Note 32 Parent entity financial information A. Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Total assets Current liabilities Total liabilities Shareholders’ equity Issued capital Share-based payments reserve Retained profits Profit or loss for the year Total comprehensive income 2011 $’000 2010 $’000 101,921 315,455 63,474 224,671 1,207 1,141 88,282 90,630 27,779 27,779 93,885 283,873 61,548 206,486 1,207 597 75,583 77,387 23,587 23,587 B. Guarantees entered into by the parent entity The parent entity has not provided any guarantees on behalf of subsidiaries. The parent entity has provided guarantees in respect of obligations under premises leases of its head office and state offices totalling $975,322 (2010 $963,405). no liability was recognised by the parent entity or the consolidated entity in relation to these guarantees. C. Contingent liabilities of the parent entity Other than the guarantees mentioned above, the parent entity did not have any contingent liabilities as at 30 June 2011 or 30 June 2010. 60 Director’s Declaration for the year ended 30 June 2011 In the Directors’ opinion: (a) the financial statements and notes set out on pages 21 – 60 are in accordance with the Corporations Act 2001, including: (i) complying with accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of their performance, for the financial year ended on that date; and (b) note 1a confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International accounting Standards Board; and (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations by the Chief Executive Officer and the Chief Financial Officer required by Section 295a of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Peter Ritchie Director Sydney 24 august 2011 Mortgage Choice annual Report 2011 Director’s Declaration 61 62 Mortgage Choice annual Report 2011 Independent Audit Report 63 Shareholder Information as at 23 August 2011 The shareholder information set out below was applicable as at 23 august 2011. A. Distribution of equity securities analysis of numbers of equity security holders by size of holding: 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over There were 80 holders of less than a marketable parcel of ordinary shares. B. Equity security holders Twenty largest quoted equity security holders The names of the twenty largest holders of quoted equity securities are listed below: Finconnect (australia) Pty ltd Citicorp nominees Pty limited national nominees limited Ochoa Pty ltd HSBC Custody nominees (australia) limited J P Morgan nominees australia limited Ochoa Pty ltdCogent nominees Pty limited R G Higgins SCJ Pty ltd uBS nominees Pty limited Pacific Custodians Pty ltd Perpetual Trustees Consolidated limited uBS Wealth Management australia nominees Pty ltd Basscave Pty limited Mr Ian Edwards & Mrs Josephine Edwards Marich nominees no 2 Pty ltd Mr David Madden Marich nominees Pty ltd allingham Holdings Pty ltd Class of equity security Ordinary shares Options 415 1,056 629 742 48 2,890 1 1 Ordinary Shares Number held 20,611,785 12,481,090 11,484,652 9,620,000 7,893,934 7,349,278 3,506,989 2,204,465 2,094,226 2,000,000 1,793,967 1,510,350 957,205 956,141 817,939 675,000 433,215 350,000 343,729 300,000 Percentage of issued shares 17.18 10.41 9.57 8.02 6.58 6.13 2.92 1.84 1.75 1.67 1.50 1.26 0.80 0.80 0.68 0.56 0.36 0.29 0.29 0.24 87,383,965 72.85 Unquoted equity securities Options issued under the Executive Performance Option Plan C. Substantial holders Substantial holders in the Company are set out below: Ordinary shares Count Financial limited R G Higgins and Ochoa Pty ltd FMR Corp. & Fidelity International limited Commonwealth Bank of australia InVESCO australia limited D. Voting rights Number on issue Number of holders 2,500,000 1 Number held Percentage 20,611,785 15,231,215 13,270,161 9,732,721 9,001,873 17.33 12.80 11.20 8.11 7.53 The voting rights attaching to each class of equity securities are set out below: (a) Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. (b) Options no voting rights. Mortgage Choice annual Report 2011 Shareholder Information 65 M o r t g a g e C h o i c e A n n u a l R e p o r t 2 0 1 1 Mortgage Choice’s mission is to empower Australians by educating them about the mortgage industry and guiding them through the loan maze. Our ‘Client for Life’ philosophy means we provide them with credible, professional service from initial appointment to application, settlement and throughout the life of the loan.